<PAGE>                                                                       
                                                                       
                                                                       
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
                               FORM 10-K
                                   
         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, 1995                                     No. 1-8019

                        PROVIDENT BANCORP, 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 29, 1996, there were 17,553,633  shares  of  the
Registrant's Common Stock outstanding.  The aggregate market  value  of
the  Common  Stock  held by non-affiliates at February  29,  1996,  was
approximately  $318,400,000   (based upon  non-affiliated  holdings  of
6,351,852 shares and a market price of $50.125 per share).

                 Documents Incorporated by Reference:
                                   
      Proxy  Statement  for  the 1996 Annual  Meeting  of  Shareholders
(portions which are incorporated by reference into Part III hereof).

                 Please address all correspondence to:
                                   
                          John R. Farrenkopf
              Vice President and Chief Financial Officer
                        Provident Bancorp, inc.
                        One East Fourth Street
                        Cincinnati, Ohio  45202
<PAGE>
                      PROVIDENT BANCORP, INC.



                      INDEX TO ANNUAL REPORT
                                 
                           ON FORM 10-K




PART I

  ITEM 1.   BUSINESS                                              1
  ITEM 2.   PROPERTIES                                            5
  ITEM 3.   LEGAL PROCEEDINGS                                     5
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   5

PART II

  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS                           6
  ITEM 6.   SELECTED FINANCIAL DATA                               7
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                   7
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          31
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                  58

PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   58
  ITEM 11.  EXECUTIVE COMPENSATION                               58
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                       58
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       58

PART IV

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
            ON FORM 8-K                                          58

SIGNATURES                                                       61

<PAGE>
                                PART I

ITEM 1.  BUSINESS

Provident Bancorp, Inc.

Provident Bancorp, Inc. ("Bancorp") is a Cincinnati-based bank holding
company  formed  in  1980,  which operates throughout  Ohio,  northern
Kentucky  and southeastern Indiana. At December 31, 1995, Bancorp  had
total  assets of $6.2 billion and total shareholders' equity  of  $433
million.  Its  lead  bank, chartered in 1902, is  The  Provident  Bank
("Provident"), a full-service commercial bank that operates  primarily
in the greater Cincinnati area.

Bancorp   has   expanded   its  business  in  recent   years   through
acquisitions.  In  September  1995,  Bancorp  purchased   Mathematical
Investment  Management, Inc., a mutual fund advisor, with $60  million
in  managed funds. In December 1993, Bancorp acquired Heritage Savings
Bank  ("Heritage"),  an Ohio-chartered savings bank,  located  in  the
greater  Cincinnati area, with total assets of $54 million. Heritage's
deposits and branches were subsequently sold in August 1995. In  1992,
Bancorp acquired, through conversion merger transactions, four  mutual
savings and loan associations ("Mutuals"), with combined total  assets
of  $340  million. Two were located in Cincinnati while the other  two
were  located  in  northern Kentucky. In 1991, Bancorp  increased  its
market  share  in the Cincinnati area and entered the greater  Dayton,
Ohio  market  through  the acquisition of Hunter  Savings  Association
("Hunter"),  a Cincinnati-based savings association with $900  million
in  assets.  Hunter was indirectly owned by American  Financial  Group
("AFG"),  formerly  known as American Financial Corporation.  AFG  and
Bancorp are controlled by Carl H. Lindner and various members  of  his
family  and certain entities controlled by and/or established for  the
benefit of such family members. Hunter was merged with Provident  upon
its   acquisition.  In  1990,  Bancorp  acquired  its  other   banking
subsidiary,  The  Provident  Bank of Kentucky  ("Provident  Kentucky")
through its acquisition of Northern Kentucky Trustcorp, Inc. ("NKTI").

Bancorp's  banking  subsidiaries have 71 branch offices:   56  in  the
greater Cincinnati area (which includes 9 in northern Kentucky), 12 in
the greater Dayton area, 1 branch in Columbus, Ohio and 2 branches  in
Cleveland, Ohio. Bancorp's executive offices are located at  One  East
Fourth  Street,  Cincinnati, Ohio 45202 and its  telephone  number  is
(513) 579-2000.

Bancorp  offers  a full range of financial services to its  commercial
and  consumer  customers. Focusing on customers in the local  markets,
served by its branch network, allows management to better monitor  and
control  risk,  target  and  develop  new  relationships,  and  expand
existing  relationships by providing additional services. During  1994
and continuing through the present, Bancorp also attracted new deposit
customers  located outside of its local market area to supplement  its
in-market retail deposit activity.

At  December  31,  1995,  approximately 63% of  Bancorp's  total  loan
portfolio  was  represented by commercial loans and  37%  by  consumer
loans. Bancorp does not have a material exposure to foreign, energy or
agricultural  loans.  At December 31, 1995, Bancorp  maintained  $60.2
<PAGE>
million in reserves for loan losses. Such reserves equaled 143% of its
nonperforming  loans  and 1.23% of its total loan  portfolio  at  that
date.

Approximately 9.9% of Bancorp's total loan portfolio at  December  31,
1995,  consisted  of  residential first mortgage  loans,  compared  to
approximately  4%  prior  to 1991. Bancorp  intends  to  continue  its
traditional   emphasis   on  commercial  and   consumer   loans   and,
accordingly,  expects  that over time the  percentage  of  its  assets
invested  in  residential  mortgage loans will  continue  to  decrease
toward  levels  existing  prior to its acquisition  of  Heritage,  the
Mutuals and Hunter.

Commercial  Banking.  Central to Bancorp's long-term strategy  is  the
concept  of  relationship  banking  with  commercial  customers   that
emphasizes attracting new small and middle market customers and cross-
selling  additional services to established customers. These  services
include  cash management, loan, letter of credit, trade financing  and
corporate  trust  activities.  Bancorp  implements  this  strategy  by
attracting  and retaining experienced banking officers  and  rewarding
them  for originating loans and cross-selling additional services.  In
addition,  Bancorp's  Corporate  Finance  Group  specializes  in   the
origination of regional and national corporate loan transactions  that
are  consistent  with  the overall relationship  lending  strategy  of
Bancorp.   Bancorp   originates  these   transactions   directly,   or
participates  in  transactions with other financial  institutions.  At
December  31,  1995, the Corporate Finance Group's loan portfolio  was
$420   million.   Bancorp   and  Provident  Commercial   Group,   Inc.
("Commercial  Group"), Provident's equipment finance group,  originate
equipment  collateralized  loans and  equipment  leases  to  corporate
customers  on  a national basis. These transactions are  sourced  both
directly  and through intermediaries. At December 31, 1995,  Bancorp's
commercial lease and loan portfolio was approximately $285 million.

Consumer  Banking.  Bancorp offers a full range of financial  services
to  its  consumer banking customers. The goal is to establish  a  full
banking  relationship with each customer. This is accomplished through
Bancorp's variety of relationship accounts, deposit accounts providing
pricing  incentives  and  various  levels  of  services  and  benefits
depending  on  the needs of and balances maintained by  the  customer.
These  deposit  accounts  allow  Bancorp  to  more  effectively  offer
additional  banking  services  such  as  credit  cards,  consumer  and
mortgage  loans, home equity loans, auto loans and leases,  retirement
accounts  and  investment  accounts.  During  1994,  Commercial  Group
initiated   an  automobile  leasing  program  directed  primarily   at
consumers.  At  December  31,  1995,  the  consumer  automobile  lease
portfolio was approximately $334 million.

Other  Operations.  Bancorp provides a variety of financial  services,
including   a  full  range  of  trust,  custodial,  asset  management,
securities brokerage and mutual fund administration to its customers.

At   December   31,  1995,  Bancorp  and  its  subsidiaries   employed
approximately  1,800  employees. This is comparable  to  approximately
1,700 full-time-equivalent employees.
<PAGE>
The Provident Bank

Provident, an Ohio banking corporation, had $5.9 billion in assets and
approximately $4.1 billion in deposits at December 31, 1995. Ranked by
total  assets, Provident is currently the third largest bank based  in
Cincinnati.  Provident  is  a  member of the  Federal  Reserve  System
("Federal  Reserve")  and  its deposits are  insured  by  the  Federal
Deposit Insurance Corporation ("FDIC").

The Provident Bank of Kentucky

Bancorp entered the northern Kentucky sector of the greater Cincinnati
market  in  1990 with the acquisition of Provident Kentucky. Provident
Kentucky  is  a  Kentucky chartered state bank with  total  assets  of
approximately  $244  million and total deposits  of  $194  million  at
December  31,  1995.  Provident Kentucky is a member  of  the  Federal
Reserve  and its deposits are insured by the FDIC. Provident  Kentucky
has  nine offices in Kentucky, five in Campbell County, two in  Kenton
County and two in Boone County.

Competition

The  banking  business is highly competitive. The banking subsidiaries
of Bancorp 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

Bancorp 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. Bancorp is prohibited by  the
BHCA from acquiring direct or indirect control of more than 5% of  the
outstanding shares of any class of voting stock, or substantially  all
of  the  assets of any bank or merging or consolidating  with  another
bank  holding company, without prior approval of the Federal  Reserve.
The BHCA, as amended, authorizes interstate bank acquisitions anywhere
in  the country, effective September 29, 1995 and interstate branching
by  acquisition  and consolidation, effective June 1,  1997  in  those
states that have not opted out by that date. As of December 31,  1995,
Ohio, Kentucky and Indiana have not opted out of interstate branching.

Additionally,  Bancorp  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.
<PAGE>
There  are various legal and regulatory limits on the extent to  which
Bancorp's subsidiary banks may pay dividends or otherwise supply funds
to  Bancorp.  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 O  included
in "Notes to Consolidated Financial Statements".

Various  requirements and restrictions under federal  and  state  laws
regulate the operations of Bancorp'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. "Undercapitalized" bank  organizations
are subject to growth limitations and are required to submit a capital
restoration  plan. Additionally, under FDICIA, a bank holding  company
is  required  to  guarantee the compliance of any  insured  depository
institution subsidiary that may become "undercapitalized" (as  defined
in the statute).

Under  FDICIA,  a bank organization that is not "well capitalized"  is
generally  prohibited  from accepting brokered deposits  and  offering
interest  rates  on deposits higher than the prevailing  rate  in  its
market.  Bancorp's subsidiary banks are not prohibited from  accepting
brokered  deposits or offering interest rates on deposits higher  than
the  prevailing  rate  in  their markets. As  of  December  31,  1995,
Bancorp's  subsidiary  banks had brokered  deposits  (as  defined)  of
$752.3 million compared to $693.6 million as of December 31, 1994.

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
Bancorp and its subsidiaries cannot be predicted.

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

ITEM 2.  PROPERTIES

Bancorp  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 AFG. Provident
also leases approximately 5,000 square feet of office space from Great
American   Insurance  Company,  a  subsidiary  of  AFG.  In  addition,
Provident  rents approximately 81,000 square feet of office  space  in
downtown  Cincinnati. Provident owns five buildings in the  Queensgate
area  of Cincinnati that contain approximately 192,000 square feet  of
which  three  buildings  are  used for offices,  data  processing  and
warehouse  facilities and two buildings are leased to  other  parties.
Provident owns twenty-five of its branch locations and leases  thirty-
seven.  Bancorp  owns a 3,000 square foot building in which  Provident
Kentucky's  main  office is located in Alexandria,  Kentucky.  Bancorp
also  owns the 9,000 square foot building in Cold Spring, Kentucky  in
which one of Provident Kentucky's branches is located. In addition  to
the  two branches leased from Bancorp, Provident Kentucky owns two  of
its  branch  locations  and  leases five. 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

Bancorp  and  its  subsidiaries are not parties to any  pending  legal
proceedings  other  than  routine  litigation  incidental   to   their
business, the results of which will not be material to Bancorp or  its
financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None in the fourth quarter.
<PAGE>
                               PART II

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

The  Common  Stock is traded on the NASDAQ National Market  under  the
symbol  "PRBK". The following table sets forth the high  and  low  bid
prices per share of Common Stock on the NASDAQ National Market for the
periods shown. These bids represent quotations between dealers and  do
not  include  retail  markups, markdowns or  commissions  and  do  not
necessarily reflect actual transactions.
<TABLE>
<CAPTION>
                                                            Cash
                               High           Low         Dividends
<S>                          <C>           <C>              <C>
1994
1st Quarter                  $34 3/4       $27 3/4          $.220
2nd Quarter                   32 1/4        30 1/4           .220
3rd Quarter                   35 1/2        31 1/2           .250
4th Quarter                   34 1/2        28 1/2           .250

1995
1st Quarter                  $34 1/2       $30 3/4          $.250
2nd Quarter                   35            30 3/4           .250
3rd Quarter                   41 3/4        34 1/4           .275
4th Quarter                   47 3/4        40 1/4           .275
</TABLE>                                 
At February 29, 1996, there were approximately 4,000 holders of record
of Bancorp's Common Stock.

In  1995 and 1994 Bancorp paid dividends on its Common Stock of  $16.4
million  and $14.7 million and on its Preferred Stock of $2.4  million
and $3.0 million, respectively. Bancorp has indicated its intention to
pay  annual dividends of approximately 30% of recurring net  earnings.
Recurring  net earnings is defined as net earnings excluding  the  net
after-tax effect of certain amounts related to acquisitions,  security
gains  or  losses and changes in accounting principles. It is expected
that  in  the  next  several years, Bancorp'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  Bancorp  is  contained under  ITEM  7  "MANAGEMENT'S
DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS   OF
OPERATIONS  - Liquidity" and Note O included in "Notes to Consolidated
Financial Statements".
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

The  following is a summary of selected financial data for Bancorp and
subsidiaries for the five years ended December 31, 1995.  The  summary
should be read in conjunction with the Financial Statements and  Notes
to  Consolidated Financial Statements included under Item 8 "FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA".
<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                  1995          1994          1993          1992          1991
                                                          (In Thousands)
<S>                              <C>           <C>           <C>           <C>           <C>  
Total Interest Income             $462,396      $345,829      $286,839      $287,622      $337,571
Net Interest Income                202,649       181,958       162,836       145,260       131,325
Provision for Possible
   Loan Losses                      14,000        12,000        12,000        14,663        17,714
Earnings Before Cumulative
   Effect of Changes in
   Accounting Principles            71,860        57,666        51,272        45,764        19,955
Net Earnings                        71,860        57,666        51,272        43,618        19,955

Total Loans                      4,896,076     4,204,538     3,389,888     2,900,761     2,802,571
Total Assets                     6,205,351     5,411,491     4,698,433     3,979,888     3,867,854
Total Deposits                   4,178,551     4,068,649     3,231,627     3,130,054     3,203,723
Long-Term Debt                     820,083       383,433       275,527        38,643        50,966
Total Shareholders' Equity         432,537       359,351       335,892       296,465       216,144
</TABLE>
Additional  financial  data and a discussion  of  major  variances  in
financial  operations  between the current reporting  period  and  the
previous two periods is included in Item 7.

ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

GENERAL

1995

Bancorp  reported net earnings for 1995 of $71.9 million, an  increase
of  $14.2  million (25%) over 1994 net earnings. Net  interest  income
increased  $20.7  million (11%) while the provision  for  loan  losses
increased  $2.0  million (17%). Other income increased  $20.5  million
(56%)  primarily  due to increases in gains from the sales  of  loans,
mortgage  loan servicing rights and Heritage's deposits and  branches.
Other  expense increased $19.5 million (16%) because of  increases  in
compensation and other.

Average  net loans increased by $723.5 million (20%) in 1995  compared
to  1994.  This increase consisted principally of growth in commercial
and  financial loans of $379.9 million (23%),consumer lease  financing
of  $191.5 million (331%) and instalment loans of $83.1 million (10%).
Asset  quality was not as strong during 1995 as during 1994. The ratio
of  nonperforming  assets to total assets was  .77%  and  .20%  as  of
December  31, 1995 and 1994, respectively. This compares to  .76%  for
the  average  of  the  past  five years. Net  loan  charge-offs  as  a
percentage of average net loans was .13% in 1995 in contrast  to  .02%
for  1994.  For  the past five years, the average has been  .36%.  The
lower ratios experienced in 1995 and 1994 resulted primarily from  the
<PAGE>
recovery  of  approximately $12 million, which was recognized  equally
during  1995 and 1994, relating to one borrower which had been charged
off in 1991.

1994

Bancorp  reported  net  earnings for  1994  of  $57.7  million,  which
represented an increase of $6.4 million (12%) over 1993 net  earnings.
Net  interest income increased $19.1 million (12%) while the provision
for  loan  losses was unchanged. Other income decreased  $2.2  million
(6%)  primarily  due to the decline in gain on sale  of  loans.  Other
expenses increased $8.7 million (8%) primarily due to the increase  in
salary expense.

Average  net loans in 1994 increased by $617.3 million (20%) over  the
prior  year. The increase in commercial and financial loans of  $289.7
million  (21%),  combined  with a $188.9  million  (28%)  increase  in
instalment  loans  and  a  $57.9 million increase  in  consumer  lease
financing,  were the primary reasons for the increase in  average  net
loans.  Asset  quality  improved in 1994,  with  nonperforming  assets
decreasing to .20% of total assets compared to .58% in 1993. Net  loan
charge-offs as a percentage of average net loans declined to  .02%  in
1994 compared to .24% in 1993.

NET INTEREST INCOME

Net  interest income equals the difference between interest earned  on
loans  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  income represents the principal source  of  income  for
Bancorp.  In  1995, 1994 and 1993, net interest income  on  a  taxable
equivalent  basis  was  $203.1  million,  $182.3  million  and  $163.3
million,  respectively, which represented approximately 78%,  83%  and
81%, respectively, of the net revenues (net interest income plus other
income) of Bancorp.

Net interest margin represents net interest income as a percentage  of
total interest earning assets. For 1995, the net interest margin, on a
fully  taxable equivalent basis, was 3.86%, compared to 4.14% in  1994
and  4.41% in 1993. The decrease in net interest margin from  1994  to
1995  reflects the average rate paid on interest bearing  liabilities,
which increased 132 basis points, more than offsetting the increase on
interest earning assets, which increased 93 basis points. The increase
in  the overall cost of interest bearing liabilities was primarily due
to  an  increase  in the average balance of time deposits  along  with
higher  interest rates paid on time deposits. The increase on interest
earning  assets  was  principally due to an increase  in  the  average
balance  of  commercial and financial loans along  with  higher  rates
received  on  commercial  and financial loans  and  instalment  loans.
Bancorp  enters  into interest rate swap transactions  to  manage  the
impact  of  interest rate moves and interest rate risk.  During  1995,
interest  rate  swaps decreased the net interest margin  by  11  basis
points.
<PAGE>
The  decline in the net interest margin from 1993 to 1994 reflects the
increase  in  the  average rate paid on interest bearing  liabilities,
which increased 41 basis points, more than offsetting the increase  of
12 basis points in the average rate earned on interest earning assets.
Increases  in the amount of time deposits and long-term debt  was  the
primary  reason for the increase in Bancorp's overall cost of interest
bearing  liabilities.  Increases  in  the  amount  of  commercial  and
financial  and instalment loans combined with repricing of  commercial
and  financial loans were the primary reasons for the increase in  the
average  rate  earned on interest earning assets.  As  interest  rates
increased  during  1994,  interest bearing  liabilities  reacted  more
quickly than interest earning assets, causing the net interest  margin
to  decrease.  During  1994, interest rate  swaps  increased  the  net
interest margin by 14 basis points.

Table  1  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%.
<PAGE>
TABLE 1:  Net Interest Income, Average Balances and Rates
<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                         1995                     1994                     1993
                               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 (Net Of Unearned Income):
  Commercial Lending:
   Commercial and Financial   $2,031.9  $202.1   9.95% $1,652.0  $142.8   8.64% $1,362.2  $103.2   7.57%
   Mortgage                      428.7    39.2   9.15     400.1    34.7   8.68     357.7    36.5  10.20
   Construction                  207.3    19.5   9.40     154.8    12.6   8.13     148.1    11.0   7.41
   Lease Financing               103.1     7.8   7.54      88.0     6.9   7.81      66.8     5.5   8.31
  Consumer Lending:
   Instalment                    945.6    86.0   9.10     862.5    68.6   7.95     673.7    55.7   8.27
   Residential                   487.9    39.2   8.03     504.1    39.8   7.89     487.4    40.0   8.21
   Lease Financing               249.4    17.8   7.15      57.9     5.1   8.81         -       -      -
    Total Loans                4,453.9   411.6   9.24   3,719.4   310.5   8.35   3,095.9   251.9   8.14
  Reserve For Loan Losses        (56.6)                   (45.6)                   (39.4)
   Net Loans                   4,397.3   411.6   9.36   3,673.8   310.5   8.45   3,056.5   251.9   8.24
 Investment Securities:
  Taxable                        835.2    49.6   5.94     681.0    33.4   4.91     582.0    33.3   5.72
  Tax-Exempt                      10.3      .6   5.79       4.3      .2   4.71        .1       -   9.59
   Total Investment Securities   845.5    50.2   5.94     685.3    33.6   4.90     582.1    33.3   5.72
 Federal Funds Sold and Reverse
  Repurchase Agreements           18.2     1.0   5.75      42.9     2.1   4.87      66.9     2.1   3.07
Total Earning Assets           5,261.0   462.8   8.80%  4,402.0   346.2   7.87%  3,705.5   287.3   7.75%
Cash and Noninterest
 Bearing Deposits                146.1                    145.2                    127.9
Other Assets                     168.6                    116.3                    120.6
 Total Assets                 $5,575.7                 $4,663.5                 $3,954.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest Bearing Liabilities:
 Deposits:
  Demand Deposits               $255.4     5.3   2.08%   $267.4     5.8   2.17%   $250.5     5.7   2.29%
  Savings Deposits               645.7    20.2   3.13     755.1    19.6   2.60     823.0    22.5   2.74
  Time Deposits                2,702.5   166.9   6.17   2,026.9    98.8   4.87   1,574.8    73.6   4.67
   Total Deposits              3,603.6   192.4   5.34   3,049.4   124.2   4.07   2,648.3   101.8   3.85
 Short-Term Debt:
  Federal Funds Purchased
   and Repurchase Agreements     489.9    28.6   5.85     328.8    13.7   4.16     389.2    12.0   3.09
  Commercial Paper               141.5     8.4   5.93     116.6     5.4   4.59      89.7     3.2   3.54
  Short-Term Notes Payable         1.5      .1   5.57       1.5      .1   3.84       2.4      .1   2.76
   Total Short-Term Debt         632.9    37.1   5.86     446.9    19.2   4.27     481.3    15.3   3.17
 Long-Term Debt                  457.8    30.2   6.60     399.7    20.5   5.14     131.8     6.9   5.23
Total Interest Bearing
 Liabilities                   4,694.3   259.7   5.53%  3,896.0   163.9   4.21%  3,261.4   124.0   3.80%
Non-Interest Bearing Deposits    391.9                    353.1                    315.4
Other Liabilities                 98.4                     67.8                     63.2
Shareholders' Equity             391.1                    346.6                    314.0
Total Liabilities and
 Shareholders' Equity         $5,575.7                 $4,663.5                 $3,954.0
Net Interest Income                     $203.1                   $182.3                   $163.3
Net Interest Margin                              3.86%                    4.14%                    4.41%
Net Interest Spread                              3.27%                    3.66%                    3.95%
</TABLE>
Interest  free  funds (interest earning assets less  interest  bearing
liabilities) increased $60.7 million (12%) in 1995 and increased $61.9
million  (14%)  in  1994. Such funds, consisting primarily  of  demand
deposits  and  shareholders' equity, supported 11% of  total  interest
earning assets in 1995, 11% in 1994 and 12% in 1993. In preparing  the
net  interest margin table, nonaccrual loan balances are  included  in
the  average balances for loans. Loan fees are included in loan income
as  follows:  1995 - $18.2 million, 1994 - $15.4 million  and  1993  -
$16.5 million.
<PAGE>
Table  2  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 2:  Net Interest Income Changes Due to Volume and Rates
<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                             1995 Changes from     1994 Changes from
                                                1994 Due to           1993 Due to
                                               Volume      Rate      Volume      Rate
                                                           (In Thousands)
<S>                                            <C>        <C>        <C>         <C>   
Interest Earned On:
   Loans:
      Commercial Lending:
         Commercial and Financial              $35,834    $23,462    $23,805     $15,854
         Mortgage                                2,560      1,934      4,037      (5,770)
         Construction                            4,724      2,167        510       1,103
         Lease Financing                         1,146       (245)     1,672        (344)
      Consumer Lending:
         Instalment                              6,989     10,430     15,097      (2,227)
         Residential                            (1,293)       664      1,348      (1,588)
         Lease Financing                        13,857     (1,132)     5,097           -
            Net Loans                           63,817     37,280     51,566       7,028
   Investment Securities:
      Taxable                                    8,393      7,829      5,224      (5,092)
      Tax-Exempt                                   341         56        199         (11)
   Federal Funds Sold                           (1,370)       324       (901)        937
         Total                                  71,181     45,489     56,088       2,862
Interest Paid On:
   Demand Deposits                                (255)      (240)       376        (304)
   Savings Deposits                             (3,083)     3,666     (1,801)     (1,098)
   Time Deposits                                37,815     30,258     21,918       3,311
      Total Deposits                            34,477     33,684     20,493       1,909
   Short-Term Debt:
      Federal Funds Purchased                    8,188      6,779     (2,067)      3,705
      Commercial Paper                           1,284      1,751      1,091       1,087
      Short-Term Notes Payable                       -         25        (32)         21
         Total Short-Term Debt                   9,472      8,555     (1,008)      4,813
   Long-Term Debt                                3,275      6,413     13,777        (116)
         Total                                  47,224     48,652     33,262       6,606
Net Interest Income                            $23,957    $(3,163)   $22,826     $(3,744)
</TABLE>
PROVISION FOR POSSIBLE LOAN LOSSES

The  provision  for  possible loan losses  was  $14.0  million,  $12.0
million,  and $12.0 million in 1995, 1994 and 1993, respectively.  The
increase  of $2.0 million (17%) in 1995 over 1994 is due to  increases
in total loans of $691.5 million (16%) and nonperfoming loans of $35.0
million.  The  provision for loan losses did not change from  1993  to
1994 despite an increase in total loans of $814.7 million (24%) due to
the  small  amount  of net charge-offs reducing the reserve  for  loan
losses and the small number of nonperforming assets in 1994. The ratio
of  the  loan loss reserve as a percentage of total loans has remained
consistent. The ratio was 1.23% at year end 1995 compared to 1.24%  at
year end 1994 and 1.20% at year end 1993.
<PAGE>
OTHER INCOME

Table  3 details the components of other income and their change since
1993:

TABLE 3:  Other Income
<TABLE>
<CAPTION>
                                                                                     Percentage
                                                                                 Increase (Decrease)
                                                1995        1994        1993      1995/94    1994/93
                                                       (In Thousands)
<S>                                            <C>         <C>         <C>        <C>        <C>
Service Charges on Deposit Accounts            $17,114     $14,891     $14,076      14.9 %      5.8 %
Other Service Charges and Fees                  20,800      15,308      13,586      35.9       12.7
Gain on Sales of Loans                           6,584       1,584       6,224     315.7      (74.6)
Security Gains (Losses)                            (86)          -         934    (100.0)    (100.0)
Other                                           12,537       4,682       3,800     167.8       23.2
                                               $56,949     $36,465     $38,620      56.2 %     (5.6)%
</TABLE>
Other  income increased $20.5 million (56%) in 1995 compared to  1994.
Service  charges on deposit accounts increased due to higher rates  on
corporate  deposit accounts, nonsufficient funds, and ATM fees.  Other
service charges and fees increased primarily due to a gain on the sale
of  mortgage loan servicing rights. The sale of equipment  leases  was
the  principal reason for the increase in gain on sale of loans. Other
increased  chiefly due to a gain from the sale of Heritage's  deposits
and branches.

Other income decreased $2.2 million (6%) in 1994 primarily due to  the
decreases in gain on sale of loans and security gains. Service charges
on  deposit  accounts  increased primarily due  to  increased  service
charge  income  on  corporate  accounts  and  items  returned  due  to
insufficient funds. Other service charges and fees increased primarily
due  to increased credit card fee income. The decrease in gain on sale
of  loans was primarily due to a decrease in the amount of loans  sold
combined  with  the  increase in interest  rates  in  the  residential
mortgage  markets.  The  increase in other was  primarily  due  to  an
increase in miscellaneous income, more than offsetting the decline  in
trading account income.

OTHER EXPENSES

Table  4  details  the components of other expenses and  their  change
since 1993:

TABLE 4:  Other Expenses
<TABLE>
<CAPTION>
                                                                                     Percentage
                                                                                 Increase (Decrease)
                                                1995        1994        1993      1995/94    1994/93
                                                       (In Thousands)
<S>                                           <C>         <C>         <C>           <C>        <C>
Salaries and Employee Benefits                 $69,810     $62,074     $57,669      12.5 %      7.6 %
Occupancy                                        8,931       7,724       6,818      15.6       13.3
Professional Services                            7,335       5,733       5,117      27.9       12.0
Deposit Insurance                                6,168       6,525       6,890      (5.5)      (5.3)
Equipment Expense                                9,242       7,996       7,793      15.6        2.6
Charges and Fees                                 7,329       5,213       4,943      40.6        5.5
Franchise Taxes                                  4,038       4,295       4,008      (6.0)       7.2
Other                                           25,579      19,326      16,901      32.4       14.3
                                              $138,432    $118,886    $110,139      16.4 %      7.9 %
</TABLE>
<PAGE>
Other  expenses  increased $19.5 million (16%) for  1995  compared  to
1994.  Compensation  increased  as a result  of  merit  and  promotion
increases,  expenses related to the sale of Heritage's  branches,  and
increased  personnel  in lending, telebanking and electronic  delivery
systems.  Occupancy expense increased primarily due to increased  rent
expense  from  additional supermarket branches,  ATMs  and  space  for
telebanking.  Increased professional fees resulted from  the  Heritage
transaction.  The increase in equipment expense was primarily  due  to
increased  depreciation expense relating to Bancorp's data  processing
operations.  Charges and fees increased due to costs  associated  with
obtaining credit card applications. Increases in marketing, recruiting
and  insurance  expense were the primary reasons for the  increase  in
other.

Other  expenses increased $8.7 million (8%) for 1994 compared to 1993.
Salaries  increased  as  a  result of merit and  promotion  increases,
increases in incentives and increased personnel in the retail  banking
area.  Occupancy  expense increased primarily due  to  increased  rent
expense  caused  by  an  increase in the  number  of  branch  offices.
Professional  services  increased due to  an  increase  in  management
consulting  fees. Increases in marketing expense and  data  processing
expenses were the primary reasons for the increase in other.

INCOME TAXES

The  effective  tax  rates for 1995, 1994 and 1993 were  approximately
32.9%,  34.1%  and 35.4%, respectively. The decrease in the  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.

CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES

Bancorp  adopted 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", on  January  1,  1995.
Bancorp considers a nonperforming loan, except consumer loans,  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.
Bancorp  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. The adoption of SFAS No. 114 and 118 had no material impact
on Bancorp's financial condition or results of operations.

During  1994,  Bancorp  changed  its method  of  accounting  for:  (a)
postemployment  benefits, as prescribed in SFAS No.  112,  "Employers'
Accounting  for  Postemployment  Benefits"  and  (b)  securities,   as
prescribed  in  SFAS No. 115, "Accounting for Certain  Investments  in
Debt and Equity Securities".

On  January  1,  1994,  Bancorp adopted SFAS No. 112,  which  requires
employers  to  recognize  any  obligation  to  provide  postemployment
benefits   (salary  continuation,  severance  benefits,   outplacement
services, etc.) by accruing the estimated liability through  a  charge
<PAGE>
to  expense. The effect of this change in accounting principle had  no
material  impact  on  Bancorp's  consolidated  financial  position  or
results of operations.

In addition, as of January 1, 1994, Bancorp adopted SFAS No. 115 which
addresses  accounting  and  reporting for (1)  investments  in  equity
securities  that  have readily determinable fair values  and  (2)  all
investments  in debt securities. It requires that these securities  be
classified in three categories as follows:  Held to Maturity,  Trading
and  Available  for Sale. The only change in accounting treatment  for
these  three  categories  is  in regard  to  the  Available  for  Sale
securities  where,  under  SFAS No. 115,  these  securities  would  be
reported at their fair value, with unrealized holding gains and losses
reported as a separate component of shareholders' equity.

INVESTMENT SECURITIES AND SHORT-TERM INVESTMENTS

Average federal funds sold and reverse repurchase agreements decreased
$24.7 million during 1995 and $24.0 million during 1994, as funds were
shifted  to asset categories with higher yields. The amount of federal
funds   sold  changes  daily  as  cash  is  managed  to  meet  reserve
requirements  and customer needs. After funds have been  allocated  to
meet  lending and investment requirements, the remainder is placed  in
overnight federal funds.
<PAGE>
Investment securities represented approximately 16% of average earning
assets in 1995, 1994 and 1993. The amortized cost and market value  of
investment securities at the dates indicated are summarized  in  Table
5:

TABLE 5:  Investment Securities
<TABLE>
<CAPTION>
                                                      Amortized Cost at December 31,
                                                      1995        1994         1993
                                                              (In Thousands)
<S>                                                 <C>          <C>          <C>         
Held to Maturity:
  U.S. Treasuries and U.S. Government
    Agencies and Corporations                             $-         $842         $746
  State and Political Subdivisions                         -            -           10
  Other Bonds                                              -          995        1,000
  Other Securities                                         -       29,862       17,724
    Total Held to Maturity                                 -       31,699       19,480
Available for Sale:
  U.S. Treasuries and U.S. Government
   Agencies and Corporations                         821,347      642,516      654,380
  Other Bonds                                         60,746          179        1,115
  Other Securities                                    73,901       36,615       26,530
    Total Available for Sale                         955,994      679,310      682,025
      Total Securities                              $955,994     $711,009     $701,505
<CAPTION>
                                                         Market Value at December 31,
                                                     1995         1994         1993
                                                               (In Thousands)
                                                    <C>          <C>          <C>         
Held to Maturity:
  U.S. Treasuries and U.S. Government
   Agencies and Corporations                              $-         $842         $746
  State and Political Subdivisions                         -            -           10
  Other Bonds                                              -          995        1,000
  Other Securities                                         -       29,862       17,724
    Total Held to Maturity                                 -       31,699       19,480
Available for Sale:
  U.S. Treasuries and U.S. Government
   Agencies and Corporations                         825,175      620,365      655,857
  Other Bonds                                         60,638          176        1,118
  Other Securities                                    74,091       33,680       26,777
    Total Available for Sale                         959,904      654,221      683,752
      Total Securities                              $959,904     $685,920     $703,232
</TABLE>
Effective  January 1, 1994, Bancorp adopted SFAS No.  115.  Securities
classified  as held to maturity are those securities that Bancorp  has
the  intent  and  ability to hold to maturity,  subject  to  continued
credit  worthiness  of  the  issuer.  Debt  securities  classified  as
available  for sale are intended to be held for indefinite periods  of
time  and include those securities that Bancorp may employ as part  of
its  asset/liability  management strategy, or  that  may  be  sold  in
response to changes in interest rates, prepayments, regulatory capital
requirements or similar factors.

During  the  last 45 days of 1995, the Financial Accounting  Standards
Board, in conjunction with the adoption of a new implementation guide,
allowed  companies  to transfer securities which had  been  previously
classified  as held to maturity to available for sale without  forcing
the  company  to  revalue  all securities  in  its  held  to  maturity
category.  During this time period, Bancorp reclassified  all  of  its
<PAGE>
held  to maturity securities to available for sale. Amortized cost  of
$247.4 million was transferred which resulted in an unrealized gain of
$375,000.

Table  6  shows the December 31, 1995, maturities and weighted average
yields for investments in debt securities. 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  securities
are  assigned to maturity categories based on their estimated  average
lives.

TABLE 6:  Investments in Debt 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
                                                           (In Thousands)
<S>                                       <C>               <C>       <C>               <C>
U.S. Treasuries and U.S.
  Government Agencies and
  Corporations:
    Due in one year or less               $258,803           5.95%    $30,539           6.42%
    Due after 1 through 5 years             99,268           7.32     379,218           6.39
    Due after 5 through 10 years            23,865           7.04      28,485           6.59
    Due after 10 years                           -              -       1,169           7.19
      Total                               $381,936           6.37%   $439,411           6.41%

Other Bonds:
    Due in one year or less                     $-              -%         $-              -%
    Due after 1 through 5 years                  1          11.37      60,695           6.05
    Due after 5 through 10 years                 -              -          50           7.50
    Due after 10 years                           -              -           -              -
      Total                                     $1          11.37%    $60,745           6.05%
</TABLE>
Bancorp  executes  interest  rate  swaps  to  convert  floating   rate
investment  securities to a fixed rate. At December 31, 1995,  Bancorp
had  $410  million  in fixed receive swaps of which  $60  million  are
callable  by  the  counterparty.  The  interest  rate  swaps  did  not
materially change the average weighted yield on the securities.
<PAGE>
LOANS

Average  net  loans were approximately 84% and 83%  of  total  average
earning  assets  in  1995 and 1994, respectively.  Average  net  loans
increased  $723.5  million  (20%) in  1995  over  1994.  Increases  in
commercial and financial loans of $379.9 million (23%), consumer lease
financing  of  $191.5  million (331%) and instalment  loans  of  $83.1
million (10%) were the primary reasons for the increase in loans.  The
increase in average loan balances is a result of a continuing emphasis
on  lending  activity. Bancorp did not offer consumer lease  financing
prior  to  1994. Bancorp does not have a material exposure to  foreign
loans,  energy  loans  or  agricultural loans.  Table  7  shows  loans
outstanding at period end by type of loan:

TABLE 7:  Loan Portfolio Composition
<TABLE>
<CAPTION>
                                                           December 31,
                               1995            1994            1993            1992            1991
                            $       %       $       %       $       %       $       %       $       %
                                                      (Dollars in Millions)
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
Commercial Lending:
 Commercial and Financial 2,251    46.5   1,878    45.2   1,487    44.4   1,219    42.5   1,138    41.1
 Mortgage                   449     9.3     420    10.1     398    11.9     263     9.2     224     8.1
 Construction               266     5.5     172     4.2     140     4.2     130     4.5     143     5.1
 Lease Financing            129     2.7     110     2.6     101     3.0      63     2.2      51     1.8
Consumer Lending:
 Instalment               1,001    20.7     931    22.4     764    22.8     597    20.9     459    16.6
 Residential                466     9.6     508    12.2     500    14.9     629    21.9     788    28.4
 Lease Financing            334     6.9     186     4.5       -       -       -       -       -       -
  Total Loans             4,896           4,205           3,390           2,901           2,803
Reserve for Loan Losses     (60)   (1.2)    (52)   (1.2)    (41)   (1.2)    (35)   (1.2)    (31)   (1.1)
                          4,836   100.0   4,153   100.0   3,349   100.0   2,866   100.0   2,772   100.0
</TABLE>
Table  8  shows  the composition of the commercial and financial  loan
category by industry type at December 31, 1995:

TABLE 8:  Commercial and Financial Loans
<TABLE>
<CAPTION>
                                                                            Amount on
Type                                                 Amount         %       Nonaccrual
                                                            (Dollars in Millions)
<S>                                                  <C>           <C>           <C>
Construction                                            $84.9        4            $1.5
Manufacturing                                           489.8       22             6.7
Transportation / Utilities                              138.1        6             5.7
Wholesale Trade                                         214.3        9             1.2
Retail Trade                                            251.8       11             7.3
Finance & Insurance                                     108.1        5              .1
Real Estate Operators / Investment                      290.7       13              .7
Service Industries                                      319.0       14              .9
Automobile Dealers                                      101.8        5               -
Other (1)                                               252.0       11             2.1
                                                     $2,250.5      100           $26.2
<FN>
(1)  Includes various kinds of loans, such as small business loans and loans with
     balances under $100,000.
</TABLE>
<PAGE>
Table  9 shows the composition of commercial mortgage and construction
loans by loan and property type at December 31, 1995:

TABLE 9:  Commercial Mortgage and Construction Loans
<TABLE>
<CAPTION>
                          Owner Operator  Investor Developer Owner Occupied         Amount on
Type                      Mortgage Const. Mortgage Const.    Mortgage Const. Total  Nonaccrual
                                                     (In Millions)
<S>                         <C>       <C>  <C>     <C>        <C>    <C>    <C>          <C>                       
Apartments                     $-     $-    $69.1   $28.6      $3.6     $-  $101.3         $-
Office / Warehouse              -      -     80.0    37.0      31.2    2.6   150.8         .6
Residential Development         -      -      7.4    94.8      14.2   12.4   128.8         .1
Shopping Centers                -      -     97.5    42.2      14.0      -   153.7          -
Land                            -      -     15.7    16.5       0.4      -    32.6          -
Industrial Plants               -      -      7.6     0.1       4.1    5.1    16.9          -
Hotel / Motel / Restaurant   23.9      -      1.0       -         -      -    24.9          -
Healthcare Facilities         4.3      -      0.3       -         -      -     4.6          -
Auto Sales & Service            -      -     11.0     4.6       7.7      -    23.3          -
Churches                        -      -      3.4     0.6       8.9      -    12.9          -
Mobile Home Parks               -      -      5.5     5.3         -      -    10.8          -
Other Commercial Properties     -      -     28.3    16.6       9.8      -    54.7        6.1
                            $28.2     $-   $326.8  $246.3     $93.9  $20.1  $715.3       $6.8
</TABLE>
At   December  31,  1995  and  1994,  the  amount  of  first  mortgage
residential  loans  that  were  considered  available  for  sale   was
immaterial.

Loans  outstanding at December 31, 1995, are presented in Table 10  by
maturity, based on remaining scheduled repayments of principal:

TABLE 10:  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               $1,122,019      $789,047    $339,476    $2,250,542
Commercial Construction                    44,444         2,060     219,850       266,354
Residential Construction                      390           425       6,187         7,002
   Total                               $1,166,853      $791,532    $565,513    $2,523,898

Loans Due After One Year:
  At predetermined interest rates                                                $397,628
  At floating interest rates                                                      959,417
</TABLE>
CREDIT RISK MANAGEMENT

Bancorp maintains a reserve for loan losses to absorb potential losses
in  its  portfolio. Management's determination of the adequacy of  the
reserve  is  based on reviews of specific loans, loan loss experience,
general  economic  conditions and other pertinent factors.  If,  as  a
result of charge-offs or increases in the risk characteristics of  the
loan  portfolio,  the  reserve  is  below  the  level  considered   by
management  to be adequate to absorb possible future loan losses,  the
provision for loan losses is increased. Loans deemed uncollectible are
charged  off  and  deducted from the reserve and recoveries  on  loans
previously charged off are added to the reserve.
<PAGE>
Table  11  shows selected information relating to Bancorp's loans  and
reserves for loan losses:

TABLE 11:  Reserve For Loan Losses
<TABLE>
<CAPTION>
                                                              December 31,
                                     1995          1994          1993          1992          1991
                                                         (Dollars in Thousands)
<S>                                <C>           <C>           <C>           <C>           <C>
Daily Average Net Loans
  Outstanding                      $4,397,275    $3,673,803    $3,056,470    $2,790,168    $2,684,117

Reserve for Loan Losses
  at Beginning of Period              $51,979       $40,542       $35,144       $30,821       $28,138
Provision Charged to Expense           14,000        12,000        12,000        14,663        17,714
Acquired Reserves                           -             -           737             -             -
Other                                       -             -             -           238             -
Loans Charged Off:
 Commercial Lending:
  Commercial and Financial              5,096         2,979         3,535         3,414        13,491
  Mortgage                                 94           904           752         4,284         1,212
  Construction                              -             -             -             -             -
  Lease Financing                           -             -             -             -             -
 Consumer Lending:
  Instalment                            8,232         5,564         4,549         4,226         3,616
  Residential                             127           125           102           560           308
  Lease Financing                         647             -             -             -             -
      Total Charge-Offs                14,196         9,572         8,938        12,484        18,627

Recoveries:
 Commercial Lending:
  Commercial and Financial              6,238         6,614            44           373           816
  Mortgage                                121           552           165            70           463
  Construction                              -             -             -             -             -
  Lease Financing                           -             -             -             -           724
 Consumer Lending:
  Instalment                            1,994         1,806         1,345         1,430         1,214
  Residential                              13            37            45            33           379
  Lease Financing                          86             -             -             -             -
      Total Recoveries                  8,452         9,009         1,599         1,906         3,596
Net Loans Charged Off                   5,744           563         7,339        10,578        15,031
Reserve for Loan Losses
  at End of Period                    $60,235       $51,979       $40,542       $35,144       $30,821
Net Charge-Offs to
  Average Net Loans                       .13%          .02%          .24%          .38%          .56%
</TABLE>
Net charge-offs over the years have varied since loans are written off
against the reserve when they are determined to be uncollectible.  The
increase  in net charge-offs in 1995 is primarily due to increases  in
charge-offs  of  $2.7  million  and $2.1  million  in  instalment  and
commercial  and  financial loans, respectively. The  decrease  in  net
charge-offs  in  1994 is primarily due to a $6.6 million  increase  in
commercial and financial loan recoveries. The high level of recoveries
in  1995  and 1994 resulted from recoveries of $5.8 million  and  $5.9
million,  respectively, of a commercial loan that was charged  off  in
1991.

In 1993, Provident and a commercial customer entered into an agreement
in which Provident granted certain concessions on its loans and agreed
not  to  exercise  certain  rights available  to  it  under  the  loan
documents. In return, the customer issued to Provident 346,718  shares
of  its  common  stock, representing 5% of its issued and  outstanding
common  stock,  and  74,659 shares of Series B non-voting  convertible
preferred stock that is convertible into 746,590 shares of its  common
<PAGE>
stock.  Although these shares were not registered under the Securities
Act of 1933, Provident could require the registration by the customer.
In  1995,  Provident and the commercial customer amended the agreement
whereby certain loan maturity dates were extended and additional funds
were  made  available  for  future borrowing.  In  consideration,  the
customer removed certain restrictions from the selling of these shares
and  issued a stock warrant for the purchase of an additional  200,000
shares  of common stock at the quoted market price as of the date  the
warrant  was issued. As of the end of 1995, Provident had sold 225,000
shares  of  the common stock resulting in $3.5 million in proceeds  of
which  $3.1 million were recorded as loan loss recoveries and $392,000
as  interest income. The unsold common and preferred stock, along with
the stock warrant is recorded at a nominal amount.

Table  12 shows the dollar amount of the reserve for loan losses using
management's estimate by principal loan category:

TABLE 12:  Allocation of Reserve For Loan Losses
<TABLE>
<CAPTION>
                                                       December 31,
                                    1995       1994       1993       1992       1991
                                                      (In Thousands)
<S>                                <C>        <C>        <C>        <C>        <C>
Commercial Lending:
 Commercial and Financial          $26,280    $22,031    $17,379    $15,575    $12,207
 Mortgage                            3,774      3,493      2,993      2,279      4,109
 Construction                        4,824      3,886      3,522      3,915      3,129
 Lease Financing                     1,543      1,355        889        783        506
                                    36,421     30,765     24,783     22,552     19,951

Consumer Lending:
 Instalment                         18,683     17,821     14,664     11,180      8,444
 Residential                           958      1,071      1,095      1,412      2,426
 Lease Financing                     4,173      2,322          -          -          -
                                    23,814     21,214     15,759     12,592     10,870

                                   $60,235    $51,979    $40,542    $35,144    $30,821
</TABLE>
Management  considers  the present allowance  to  be  appropriate  and
adequate to cover losses inherent in the loan portfolio based  on  the
current economic environment. However, future economic changes  cannot
be  predicted at this time. Deterioration in economic conditions could
result  in  an  increase  in  the risk  characteristics  of  the  loan
portfolio and an increase in the provision for possible loan losses.
<PAGE>
Table 13 presents a summary of various indicators of credit quality:

TABLE 13:  Credit Quality
<TABLE>
<CAPTION>
                                                           December 31,
                                 1995             1994             1993             1992             1991
                             $        %       $        %       $        %       $        %       $        %
                                                     (Dollars In Thousands)
<S>                        <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C> 
Nonperforming Assets
Nonaccrual Loans (1):
 Commercial Lending:
  Commercial & Financial   26,190    54.7    2,973    28.0   10,740    39.7   11,289    27.7    6,933    19.0
  Mortgage                  6,716    14.0    1,869    17.6    3,861    14.3    6,459    15.9    1,605     4.4
  Construction                 78      .2       78      .7      554     2.0      454     1.1        -       -
  Lease Financing           2,605     5.4        -       -        -       -        -       -        -       -
                           35,589    74.3    4,920    46.3   15,155    56.0   18,202    44.7    8,538    23.4

 Consumer Lending:
  Instalment                  230      .5        -       -      276     1.0      782     1.9      414     1.1
  Residential               1,678     3.5    1,396    13.2    2,344     8.7    6,277    15.4    6,958    19.0
  Lease Financing               -       -        -       -        -       -        -       -        -       -
                            1,908     4.0    1,396    13.2    2,620     9.7    7,059    17.3    7,372    20.1

  Total Nonaccrual Loans   37,497    78.3    6,316    59.5   17,775    65.7   25,261    62.0   15,910    43.5

Renegotiated Loans (2)      4,753     9.9      961     9.1      408     1.5      125      .3      280      .8
  Total Nonperforming
   Loans                   42,250    88.2    7,277    68.6   18,183    67.2   25,386    62.3   16,190    44.3

Other Real Estate and
 Equipment Owned:
  Commercial                3,714     7.8      714     6.8    3,679    13.6    9,175    22.5   11,723    32.1
  Closed Bank Branches        189      .4      311     2.9      348     1.3    1,111     2.7    3,439     9.4
  Residential                 468     1.0      350     3.3    2,140     7.9    2,151     5.3    2,856     7.8
  Multifamily                 594     1.2    1,094    10.3      676     2.5      786     2.0    1,441     3.9
  Land                        663     1.4      857     8.1    2,019     7.5    2,113     5.2      903     2.5
                            5,628    11.8    3,326    31.4    8,862    32.8   15,336    37.7   20,362    55.7

  Nonperforming Assets     47,878   100.0   10,603   100.0   27,045   100.0   40,722   100.0   36,552   100.0

Loans 90 Days Past Due -
 Still Accruing            26,578            4,673            2,715            1,476            1,163

Loan Loss Reserve as a
 Percent of:
 Total Loans                         1.23             1.24             1.20             1.21             1.10
 Nonperforming Loans               142.57           714.29           222.97           138.44           190.37
 Nonperforming Assets              125.81           490.23           149.91            86.30            84.32
Nonperforming Loans as a
 Percent of Total Loans               .86              .17              .54              .88              .58
Nonperforming Assets as a
 Percent of:
  Total Loans and Other
   Real Estate & Equipment            .98              .25              .80             1.40             1.29
  Total Assets                        .77              .20              .58             1.02              .95
<FN>
(1) Bancorp generally stops accruing interest on loans 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>
Nonperforming  assets increased $37.3 million during 1995.  Nonaccrual
loans  increased  $31.2  million during 1995, primarily  due  to  four
commercial  and  financial loans being placed  on  nonaccrual  status.
Renegotiated  loans  increased principally due to one  commercial  and
financial  loan  being restructured. Other real estate  and  equipment
owned  increased primarily due to property on an operating lease being
reclassified  due  to  the bankruptcy of the  lessee.  Net  losses  of
$80,000 were recorded from the sale of other real estate and equipment
during  1995.  As  of  the  end of 1995,  nonperforming  assets  as  a
percentage  of  total assets are at a level that  is  consistent  with
historical averages.

Nonperforming  assets decreased $16.4 million during 1994.  Nonaccrual
loans  decreased  $11.5  million during 1994,  primarily  due  to  the
decrease  in  nonaccrual  commercial and financial  loans.  Nonaccrual
commercial  and financial loans decreased primarily due to  two  loans
<PAGE>
being brought current and removed from nonaccrual status. The decrease
in other real estate owned was due primarily to the sale of commercial
and  residential properties. Approximately $7.5 million  in  sales  of
properties held as other real estate owned occurred during 1994,  with
approximately  $120,000 of net gains recorded  with  regard  to  these
property sales.

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 1995 with respect to these loans
was  $540,000  compared to $2,640,000 that would have been  recognized
had  the  loans  remained current in accordance  with  their  original
terms.

Of  the  $37.5  million  in nonaccrual loans  at  December  31,  1995,
management  estimates approximately $11.8 million of  potential  loss.
The loss estimate is based, in part, upon information from Provident's
credit  watch  and  impaired loan lists ("lists"), and  loss  exposure
reports.   The   lists  are  prepared  quarterly  following   detailed
discussions  between  lending officers, the  credit  and  loan  review
departments  and  senior management. The lists  include  nonperforming
loans  along  with loans that were classified by bank  examiners.  The
lists  also include loans where potential borrower problems may  raise
concern  about the ability of the borrower to comply with the  present
loan  repayment  terms.  These  loans,  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 balance information and loss estimates from the previous
lists. The loss exposure report also includes other real estate  owned
balances and any possible loss exposure involving other real estate.

Loans  90 days past due still accruing increased $21.9 million  during
1995. One customer accounted for $16.9 million of this increase. Loans
from  this  customer were not placed on nonaccrual due to  being  well
secured and in the process of collection.

The   year-end   1995  lists  and  loss  exposure   reports   included
approximately $27.9 million of loans 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 is analyzed each quarter to  determine
loss  potential.  A  review of pertinent loan  information,  including
borrower  financial  statements and collateral appraisals,  determined
that  loans with an aggregate principal amount of approximately  $17.9
million  had some loss potential. The loss potential was estimated  to
be   approximately  $4.3  million.  In  determining   this   estimate,
collateral  values  are  carefully  examined  on  an  ongoing   basis.
Management  considers  the present reserve for loan  losses  of  $60.2
million  to be appropriate and adequate to cover the estimated  losses
in the loan portfolio.

DEPOSITS

Average  total interest bearing deposits increased 18% during 1995  to
$3.6  billion  after  increasing 15%  during  1994  to  $3.0  billion.
Increases  in brokered deposits and other deposits raised through  our
telebanking  program  were the primary reasons  for  the  increase  in
interest  bearing deposits. For 1995 and 1994, average total  interest
<PAGE>
bearing  deposits  represented 77% and 78%, respectively,  of  average
interest  bearing liabilities. Bancorp has no foreign deposits.  Table
14 presents a summary of period end deposit balances:

TABLE 14:  Deposits
<TABLE>
<CAPTION>
                                                                     December 31,
                                                              1995      1994      1993
                                                                     (In Millions)
<S>                                                           <C>       <C>       <C>
Noninterest Bearing                                             $524      $452      $423
Interest Bearing Demand Deposits                                 263       273       287
Savings Deposits                                                 625       712       830
Certificates of Deposit Less than $100,000                     1,575     1,530     1,310
Certificates of Deposit of $100,000 or More                    1,192     1,102       382
                                                              $4,179    $4,069    $3,232
</TABLE>
At  December 31, 1995, the maturities of deposits of $100,000 or  more
are as follows (In Millions):
<TABLE>
                    <S>                                       <C>
                    3 months or less                            $226
                    Over 3 through 6 months                      191
                    Over 6 through 12 months                     196
                    Over 12 months                               579
                       Total                                  $1,192
</TABLE>
Included  in Certificates of Deposit ("CD's") of $100,000 or  more  at
December  31,  1995,  1994  and 1993 are  brokered  deposits  of  $752
million, $694 million and $55 million, respectively.

In  1995,  Bancorp  began  issuing brokered CD's  with  embedded  call
options combined with interest rate swaps with matching call dates  as
part  of  its CD program. Bancorp 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, rather than
Bancorp. 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  Bancorp. At December 31, 1995,  Bancorp  had  $221
million of callable CD's.

BORROWED FUNDS

Borrowed  funds  are an important source of funds to  support  earning
assets.  In  1995,  average short-term debt increased  $186.0  million
(42%), while average long-term debt increased $58.1 million (15%). The
increased use of federal funds purchased and repurchase agreements was
the  primary  reason  for the increase in average short-term  debt  in
1995. The increase in long-term debt is attributable to borrowings  on
Medium-Term Bank Notes of $312.5 million and advances from the Federal
Home  Loan  Bank ("FHLB") of $150 million. The medium-term  borrowings
have stated fixed rates, however, they have been converted to variable
one-month  London Interbank Offered Rate ("LIBOR") funds  through  the
use  of  interest rate swaps. The FHLB advances have a  variable  rate
based  on  the one-month LIBOR rate. The proceeds from the  additional
debt became part of Provident's general funds for use in its business.
<PAGE>
In  1994, average short-term debt decreased $34.4 million (7%),  while
average  long-term debt increased $267.9 million (203%). The  decrease
in   average  balance  for  federal  funds  purchased  and  repurchase
agreements,  which more than offset the increase in commercial  paper,
was the primary reason for the decrease in average short-term debt  in
1994.  The  issuance  of subordinated notes and  borrowings  from  the
Federal  Home Loan Bank were the primary reasons for the  increase  in
average  long-term  debt in 1994. In January, 1994,  Provident  issued
$100  million  of 6.375% subordinated notes due in 2004. The  proceeds
from this debt issue became part of Provident's general funds.

CAPITAL RESOURCES

Bank holding companies are required to comply with the Federal Reserve
risk-based  capital  guidelines. At the  end  of  1995,  the  required
minimum  ratio  of  total risk-based capital to  risk-weighted  assets
(including  certain  off-balance sheet  activities,  such  as  standby
letters  of  credit)  was 8%. At least half of the  total  capital  is
required  to  be  Tier  1 capital. In addition to  risk-based  capital
guidelines,  the  Federal Reserve requires a bank holding  company  to
comply with a so-called "Tier 1 Leverage Ratio", under which the  bank
holding  company must maintain a minimum level of Tier  1  capital  to
average  total  consolidated  assets of  at  least  3%.  All  but  the
strongest companies and companies contemplating significant growth  or
expansion are expected to maintain a ratio of at least 1% to 2%  above
the stated minimum.

TABLE 15:  Capital Adequacy
<TABLE>
<CAPTION>
                                                              1995      1994      1993
<S>                                                           <C>       <C>       <C>
Net Earnings to Average Assets                                 1.29%     1.24%     1.30%
Net Earnings to Average Total Equity                          18.37     16.64     16.33
Average Total Equity to Average Assets                         7.02      7.43      7.94
Common Dividend Payout to Net Earnings                        22.78     25.47     24.69
Preferred Dividend Payout to Net Earnings                      3.39      5.15      5.91
Tier 1 Leverage Ratio                                          7.13      7.21      7.88
Tier 1 Capital to Risk-Weighted Assets                         7.52      7.86      8.89
Tier 2 Capital to Risk-Weighted Assets                         4.25      4.99      3.35
Total Risk-Based Capital to Risk-Weighted Assets              11.77     12.85     12.24
</TABLE>
Pursuant to the terms of its Series B Preferred Stock ("B Preferred"),
Bancorp  elected in the fourth quarter of 1994 to change the  dividend
rate  to a rate equivalent to that paid on its Common Stock. Based  on
the  actual common stock dividend rate, annual dividends paid  on  the
Preferred  Stock decreased by approximately $534,000 in 1995.  In  the
third  quarter of 1994 and 1995, Bancorp announced an increase in  the
quarterly common dividend from $.22 to $.25 per share and from $.25 to
$.275  per share, respectively. In the third quarter of 1995,  Bancorp
exchanged all of the shares of its B Preferred for an identical number
of shares of its Series C Convertible Preferred Stock ("C Preferred").
In  the fourth quarter of 1995, Bancorp exchanged all of the shares of
its  C  Preferred for an identical number of shares of  its  Series  D
Convertible  Preferred  Stock ("D Preferred").  The  terms  of  the  D
Preferred  are  substantially identical  to  the  B  Preferred  and  C
Preferred  except that the terms of the D Preferred  permit  AFG,  its
subsidiaries  or  affiliates to convert the D Preferred  into  Bancorp
common  stock regardless of their percentage of ownership of Bancorp's
voting  equity  securities.  In December 1995,  301,146  shares  of  D
Preferred were converted into 1,882,162 shares of Common Stock. As  of
<PAGE>
December  31,  1995, 70,272 shares of D Preferred remains  outstanding
which is convertible into 439,200 shares of Common Stock.

Bancorp's  capital  expenditure program in recent years  has  included
renovations  to  Bancorp's  main  office,  improvements  to  the  data
processing center and additions to Provident's branch banking network.
Capital  expenditures for 1996 are estimated to be  approximately  $16
million  and include improvements for Provident and Provident Kentucky
in  data processing capabilities and improvement of the branch banking
network, with emphasis being placed on enhancing the branches  located
in  local supermarkets and placement of additional ATMs. Bancorp  also
intends  to  expand  and  improve  its telephone  banking  operations.
Management believes that currently available funds and funds  provided
by normal operations will be sufficient to meet capital 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. Bancorp  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  due  from  banks. Another  source  for  providing
liquidity  is the generation of new deposits. Total deposits increased
by  3% during 1995 to $4.2 billion. Bancorp may borrow both short-term
and  long-term  funds.  Bancorp obtained $462.2 million  in  long-term
borrowings during 1995 and has an additional $137.5 million  available
for  borrowing  under  a medium-term bank note program.  Approximately
$55.1  million  of  long-term debt is due to be  repaid  during  1996.
Additional  sources  of  liquidity  include  the  sale  of  investment
securities classified as available for sale and the sale of commercial
and consumer loans.

Although no significant capital expenditures are expected for  Bancorp
on a parent-only basis during 1995, Bancorp still has liquidity needs.
Bancorp's  primary liquidity need will be the payment of dividends  to
its  preferred and common shareholders. The major source of  liquidity
for  Bancorp  is  dividends  paid to it by its  subsidiaries.  Bancorp
received  dividends of $23 million in 1995, $26 million  in  1994  and
$45.3  million  in  1993  from its subsidiaries.  The  maximum  amount
available  for  dividends that may be paid in 1996 to  its  parent  by
Provident  without approval is approximately $71.9 million, plus  1996
net  earnings. Dividends of approximately $3.1 million plus  1996  net
earnings  may  be  paid  in  1996  by Provident  Kentucky.  Management
believes that amounts available from the banking subsidiaries will  be
sufficient to meet Bancorp's liquidity requirements in 1996. Under the
Federal Deposit Insurance Corp. Improvement Act of 1991 ("FDICIA"), an
insured    depository   institution,   such   as   Bancorp'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 Bancorp is presented in Note O,
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, 1995, Bancorp had
$130  million  and  $30 million in lines of credit  with  unaffiliated
<PAGE>
banks to support commercial paper borrowings of $145 million and other
general obligations, respectively. As of January 18, 1996, these lines
had not been used.

OFF-BALANCE SHEET FINANCIAL AGREEMENTS

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

Bancorp  uses  interest  rate swaps as its primary  off-balance  sheet
financial instrument. At December 31, 1995, approximately $1.8 billion
in  interest  rate swaps held by Bancorp essentially convert  a  fixed
rate  of  interest  into a shorter repricing frequency.  Approximately
$1.36 billion are receive fixed pay variable 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. Bancorp  also
employs $410 million of this type of swap in association with floating
rate  collateralized mortgage obligations ("CMO's") and  asset  backed
securities to create a synthetic fixed rate investment portfolio  with
a reduced prepayment risk profile.

Interest rate swaps in which Bancorp 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  and residential real estate  mortgage  loans.
Bancorp  had $33 million of pay fixed receive variable rate  swaps  at
December 31, 1995.

Bancorp  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. Bancorp has in  place  in
certain  cases, but does not require, 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,  1995,  Bancorp  pledged investment  securities  with  a
carrying  value  of  $21.4  million  as  collateral  to  two  of   its
counterparties  to cover the mark-to-market. As a second  credit  risk
measure, Bancorp utilizes bilateral netting of interest payments.  The
frequency  and  timing of the interest payments  are  matched  between
counterparties, thereby reducing the credit exposure.

Generally,  interest  rate  swaps are not  amortizing  in  nature.  At
December 31, 1995, there were no past due amounts on any interest rate
swap.  Bancorp has never experienced a credit loss related to an  off-
balance  sheet  position, and does not reserve for  credit  losses  on
these transactions.
<PAGE>
The  following  table  shows the composition  of  interest  rate  swap
agreements as of December 31, 1995:

TABLE 16: Interest Rate Swap Agreement Maturities
<TABLE>
<CAPTION>
                                 1996        1997        1998        1999     Thereafter     Total
                                                           (Dollars in Millions)
<S>                                 <C>         <C>         <C>         <C>         <C>       <C>
Pay fixed receive variable
  Notional Amount                     $-         $12          $-          $2         $19         $33
  Average Receive Rate                 -        5.94%          -        5.94%       8.29%       7.28%
  Average Pay Rate                     -        6.59%          -        7.86%       7.87%       7.39%
Pay variable receive fixed
  Notional Amount                   $294        $433         $24        $261        $757      $1,769
  Average Receive Rate              5.04%       6.29%       5.72%       6.92%       6.33%       6.19%
  Average Pay Rate                  5.83%       5.81%       5.89%       5.84%       5.86%       5.84%
Totals
  Notional Amount                   $294        $445         $24        $263        $776      $1,802
  Average Receive Rate              5.04%       6.28%       5.72%       6.91%       6.38%       6.21%
  Average Pay Rate                  5.83%       5.83%       5.89%       5.86%       5.92%       5.87%
</TABLE>
The  changes  in  interest rate swap agreements for  the  years  ended
December 31 were as follows:
<TABLE>
<CAPTION>
                                                                1995           1994
                                                                    (In Millions)
<S>                                                              <C>            <C>
Beginning Notional Amount                                        $1,556         $1,227
New Contracts                                                     1,004            894
Matured Contracts                                                  (758)          (565)
Ending Notional Amount                                           $1,802         $1,556
</TABLE>
Bancorp  uses  financial futures contracts and  forward  contracts  to
manage  interest rate risk in a manner similar to interest  rate  swap
agreements. At December 31, 1995, Bancorp had no outstanding positions
in financial futures contracts or forward contracts.

Bancorp  maintains a portfolio of interest rate caps sold to corporate
customers at their request to manage the interest rate risk associated
with  their  borrowings. Bancorp offsets the  interest  rate  risk  of
customer  cap  transactions by purchasing an  offsetting  position  in
interest   rate  caps  of  matching  terms.  Bancorp  executes   these
transactions as a customer convenience and does not consider itself to
be  a  dealer  in these financial instruments. At December  31,  1995,
Bancorp's  positions in matched customer interest rate caps was  $57.5
million in notional principal amount.

Interest  rate  swaps decreased the net interest margin  by  11  basis
points  in  1995  and increased the net interest margin  by  14  basis
points and 40 basis points for 1994 and 1993, respectively.

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, Bancorp actively engages in the
interest rate risk management process. At December 31, 1995, Bancorp's
interest rate sensitivity position was within established guidelines.

Bancorp  develops forecasts and assumptions as to deposit  growth  and
mix,  loan  growth  and mix, deposit and loan pricing  spreads,  early
<PAGE>
repayment of assets and early redemption of liabilities. The resulting
impact  on  net  interest  income is then evaluated,  given  potential
changes in interest rate risk.

Bancorp 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
Bancorp's  sensitivities  are warranted, off-balance  sheet  financial
agreements such as interest rate swaps, interest rate caps and futures
contracts are employed. At December 31, 1995, Bancorp had positions in
interest  rate  swaps and interest rate caps and had no  positions  in
futures  contracts. A summary of the interest rate swap positions  may
be   found   in  Note  L  in  the  "Notes  to  Consolidated  Financial
Statements".

Bancorp  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.
Bancorp  relies  most heavily on simulation analysis as  it's  primary
analytical technique.

Bancorp 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
and liabilities and do not give consideration to any management of the
shock  by  Bancorp. As a result, these shock scenarios are  considered
worst  case  scenarios through which Bancorp can quantify its  maximum
exposures. Bancorp also simulates net interest income through a market
driven  forecast using forward yield curves implied by  the  financial
futures  markets. Bancorp develops most of its strategies and  tactics
using the forward yield curve as the base interest rate scenario.

Table  17 provides a summary of Bancorp'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, specifically in the areas of  instalment  and
residential  mortgage  loan receivables. These prepayment  assumptions
are  based  on  industry  average  prepayment  rates  for  these  loan
products. 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.  Bancorp
manages  its gap through a targeted 12 month cumulative time  horizon.
At  December  31,  1995, management assessed its  gap  position  as  a
liability  sensitivity  of  approximately 11%  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.
<PAGE>
TABLE 17:  Interest Rate Sensitivity
<TABLE>
<CAPTION>
                                                        Repricing Time Periods
                                            Within     4 - 12    1 - 5    Over 5
                                           3 Months    Months    Years    Years     Total
                                                        (Dollars in Millions)
<S>                                          <C>         <C>     <C>        <C>      <C>
Interest Earning Assets:
Loans                                        $2,626       $623   $1,347     $300     $4,896
Investments:
  Taxable                                       620        139      103       87        949
  Tax-Exempt                                      -          -        -       11         11
    Total Interest Earning Assets             3,246        762    1,450      398      5,856

Interest Bearing Liabilities:
Deposits                                        667      1,579    1,124      285      3,655
Short-Term Debt                                 637          -        -        -        637
Long-Term Debt                                  268         55      310      187        820
  Total Interest Bearing Liabilities          1,572      1,634    1,434      472      5,112

Interest Rate Swaps                          (1,671)       229    1,044      398          -

Interest Sensitivity Gap                         $3      $(643)  $1,060     $324       $744

Cumulative Interest Sensitivity Gap                      $(640)    $420     $744

Cumulative Gap as a Percent of
  Earning Assets                                          (11%)       7%      13%
</TABLE>
IMPACT OF INFLATION AND CHANGING PRICES

The  majority of assets and liabilities of a financial institution are
monetary in nature and therefore differ greatly from capital intensive
companies  that  have  a significant investment  in  fixed  assets  or
inventories. However, inflation does have an important impact  in  the
banking  industry. During periods of inflation, monetary  assets  lose
value, while monetary liabilities gain value. This results in the need
to  increase  equity capital at higher than normal rates in  order  to
maintain  an  appropriate equity to assets ratio. Inflation  can  also
have a significant effect on other expenses, which tend to rise during
periods of general inflation. Inflation has not had a material  effect
on Bancorp in the recent past.

Bancorp's  ability  to  react  to changes  in  interest  rates  has  a
significant  impact  on  financial results. As  discussed  previously,
management  attempts to increase or decrease interest rate sensitivity
in order to protect against wide interest rate fluctuations.

NEW ACCOUNTING STANDARDS

Bancorp  will  adopt 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 statement requires that long-lived  assets  be
segregated into two categories, those to be held and used and those to
be disposed of. Long-lived assets to be held and used are 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.  In  this  situation, an impairment loss is  recorded  in  the
<PAGE>
amount  of  the difference between the carrying amount  and  the  fair
value  of the asset. Assets to be disposed of that are subject to  the
reporting requirements of Accounting Principles Board ("APB")  Opinion
No.  30, "Reporting the Results of Operations -- Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" are to be measured  at
the  lower  of  carrying  amount or net realizable  value.  Long-lived
assets  to be disposed of that are not subject to APB Opinion  No.  30
requirements  are to be accounted for at the lower of carrying  amount
or fair value less cost to sell.

SFAS No. 122, "Accounting for Mortgage Servicing Rights" will also  be
adopted  by  Bancorp  on January 1, 1996. Under this  statement,  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 statement, no costs  of
the  loan were allocated to the servicing. Additionally, the statement
specifies  how  mortgage servicing rights and excess servicing  rights
should be evaluated for impairment.

Management  currently believes that neither the adoption of  SFAS  No.
121  nor  SFAS  No.  122  will  have a material  impact  on  Bancorp's
consolidated financial position or results of operations.

SFAS No. 123, "Accounting for Stock-Based Compensation" was issued  in
October,  1995.  The  statement defines a fair value-based  method  of
accounting  for stock-based employee compensation plans. It encourages
all   companies  to  adopt  this  method  of  accounting  and  measure
compensation  cost  for stock-based awards, based on  their  estimated
fair  value  on  the date of grant, and recognize such cost  over  the
service  period.  However, it also allows a  company  to  continue  to
measure  compensation costs for its plans as prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees." Companies electing
to  continue following present accounting rules under APB Opinion  No.
25  will  be  required to provide pro-forma disclosures  of  what  net
earnings and earnings per share would have been had the new fair value
method  been  used. At this time, management expects to  continue  its
accounting  in  accordance with APB Opinion  No.  25.  The  disclosure
requirements of SFAS No. 123 will be adopted as required for financial
statements beginning in 1996.
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    INDEX TO FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors                   32

Financial Statements:

Provident Bancorp, Inc. and Subsidiaries
    Consolidated Balance Sheets                                     33
    Consolidated Statements of Earnings                             34
    Consolidated Statements of Changes in Shareholders' Equity      35
    Consolidated Statements of Cash Flows                           36
    Notes to Consolidated Financial Statements                      37

Supplementary Data:

Quarterly Consolidated Results of Operations (unaudited)            57

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



Board of Directors
Provident Bancorp, Inc.

We  have  audited  the  accompanying consolidated  balance  sheets  of
Provident Bancorp, Inc. and subsidiaries as of December 31, 1995,  and
1994, 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, 1995. These financial statements are the
responsibility  of  the  management of  Provident  Bancorp,  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 Bancorp, Inc.  and  subsidiaries  at
December  31,  1995 and 1994, and the consolidated  results  of  their
operations  and their cash flows for each of the three  years  in  the
period  ended December 31, 1995, in conformity with generally accepted
accounting principles.

As  discussed  in  Note  B to the consolidated  financial  statements,
Provident  Bancorp, Inc. changed its method of accounting for  certain
investments in debt and equity securities in 1994.



                                             ERNST & YOUNG LLP




Cincinnati, Ohio
January 18, 1996

<PAGE>
<TABLE>
<CAPTION>
                             PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS
                                      (Dollars in Thousands) 

                                                                      December 31,
                                                                  1995          1994
<S>                                                            <C>           <C>
                            ASSETS
Cash and Noninterest Bearing Deposits                            $213,594      $172,025
Federal Funds Sold and Reverse Repurchase
  Agreements                                                            -       252,550
Investment Securities:
  Held to Maturity (market value - $-
    and $31,699)                                                        -        31,699
  Available for Sale (amortized cost - $955,994
    and $679,310)                                                 959,904       654,221
Loans (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                                    2,250,542     1,878,351
    Mortgage                                                      448,906       420,222
    Construction                                                  266,354       172,190
    Lease Financing                                               128,686       109,743
  Consumer Lending:
    Instalment                                                  1,000,940       930,545
    Residential                                                   466,422       507,734
    Lease Financing                                               334,226       185,753
      Total Loans                                               4,896,076     4,204,538
    Reserve for Loan Losses                                       (60,235)      (51,979)
      Net Loans                                                 4,835,841     4,152,559
Premises and Equipment                                             90,976        64,210
Other Assets                                                      105,036        84,227
                                                               $6,205,351    $5,411,491

             LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                          $523,631      $452,458
    Interest Bearing                                            3,654,920     3,616,191
      Total Deposits                                            4,178,551     4,068,649
  Short-Term Debt                                                 637,240       521,707
  Long-Term Debt                                                  820,083       383,433
  Accrued Interest and Other Liabilities                          136,940        78,351
      Total Liabilities                                         5,772,814     5,052,140
Shareholders' Equity:
  Preferred Stock, 5,000,000 Shares Authorized:
    Series B, 371,418 Issued                                            -        37,000
    Series D, 70,272 Issued                                         7,000             -
  Common Stock, No Par Value, $.67 Stated Value:
    60,000,000 Shares Authorized, 17,544,411 and
    15,639,849 Issued                                              11,703        10,427
  Capital Surplus                                                 137,313       107,264
  Retained Earnings                                               265,017       210,355
  Reserve for Retirement of Capital  Securities                     9,000        10,667
  Treasury Stock, 1,126 and 4,487 Shares                              (38)         (134)
  Unrealized Gains (Losses) on Marketable Securities
    (net of deferred income tax)                                    2,542       (16,228)
      Total Shareholders' Equity                                  432,537       359,351
                                                               $6,205,351    $5,411,491
</TABLE>


See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                             PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF EARNINGS
                              (In Thousands, Except Per Share Data)

												Year Ended December 31,
                                                           1995       1994       1993
<S>                                                      <C>        <C>        <C>        
Interest Income:
 Interest and Fees On Loans:
  Taxable                                                $410,830   $309,629   $250,733
  Exempt from Federal Income Taxes                            506        574        770
                                                          411,336    310,203    251,503
 Interest on Investment Securities:
  Taxable                                                  49,626     33,404     33,272
  Exempt from Federal Income Taxes                            389        131          9
                                                           50,015     33,535     33,281
 Interest on Federal Funds Sold and Reverse
  Repurchase Agreements                                     1,045      2,091      2,055
   Total Interest Income                                  462,396    345,829    286,839
Interest Expense:
 Interest on Deposits:
  Savings and Demand Deposits                              25,516     25,428     28,255
  Time Deposits                                           166,881     98,808     73,579
                                                          192,397    124,236    101,834
 Interest on Short-Term Debt                               37,113     19,086     15,281
 Interest on Long-Term Debt                                30,237     20,549      6,888
  Total Interest Expense                                  259,747    163,871    124,003
   Net Interest Income                                    202,649    181,958    162,836
Provision for Possible Loan Losses                        (14,000)   (12,000)   (12,000)
 Net Interest Income After Provision for
  Possible Loan Losses                                    188,649    169,958    150,836
Other Income:
 Service Charges on Deposit Accounts                       17,114     14,891     14,076
 Other Service Charges and Fees                            20,800     15,308     13,586
 Gain on Sales of Loans                                     6,584      1,584      6,224
 Security Gains (Losses)                                      (86)         -        934
 Other                                                     12,537      4,682      3,800
  Total Other Income                                       56,949     36,465     38,620
Other Expenses:
 Compensation:
  Salaries                                                 56,773     50,529     46,176
  Benefits                                                  9,180      8,324      7,970
  Profit Sharing                                            3,857      3,221      3,523
 Occupancy                                                  8,931      7,724      6,818
 Professional Services                                      7,335      5,733      5,117
 Deposit Insurance                                          6,168      6,525      6,890
 Equipment Expense                                          9,242      7,996      7,793
 Charges and Fees                                           7,329      5,213      4,943
 Franchise Taxes                                            4,038      4,295      4,008
 Other                                                     25,579     19,326     16,901
  Total Other Expenses                                    138,432    118,886    110,139
Earnings Before Income Taxes                              107,166     87,537     79,317
Applicable Income Taxes                                    35,306     29,871     28,045
  Net Earnings                                            $71,860    $57,666    $51,272
Net Earnings Per Common Share:
 Primary                                                    $4.30      $3.40      $3.09
 Fully Diluted                                               3.89       3.13       2.85
Average Primary Shares                                     16,156     16,080     15,624
Average Fully Diluted Shares                               18,491     18,423     18,001
</TABLE>


See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (Dollars in Thousands, Except Per Share Data)

                                                                         Reserve for            Unrealized
                                                                         Retirement           Gains (Losses)
                                  Preferred  Common   Capital  Retained  of Capital  Treasury On Marketable
                                    Stock    Stock    Surplus  Earnings  Securities   Stock     Securities
<S>                                <C>      <C>      <C>       <C>           <C>      <C>           <C>       
Balance at January 1, 1993         $41,333  $10,183  $100,101  $137,090      $8,333       $-          $(575)

  Net Earnings                                                   51,272
  Cash Dividends Declared on
    Common Stock, $.82 Per Share                                (12,660)
  Cash Dividends Declared on
    8% Preferred Stock                                           (3,029)
  Allocation for Retirement of
    Capital Securities                                           (3,334)      3,334
  Exercise of Stock Options                       2        71
  Shares Issued in Subscription
    Offering, Net of Expenses                    76     2,574
  Adjustment for Increase in
    Value of Marketable Securities                                                                      430
  Conversion of Preferred Stock         (9)                 9
  Redemption of Preferred Stock     (4,324)     145     4,179
  Adjustment to Value of
    Restricted Shares                                     671
  Other                                                    20

Balance at December 31, 1993        37,000   10,406   107,625   169,339      11,667        -           (145)

  Net Earnings                                                   57,666
  Cash Dividends Declared on
    Common Stock, $.94 Per Share                                (14,687)
  Cash Dividends Declared on
    8% Preferred Stock                                           (2,971)
  Allocation for Retirement of
    Capital Securities                                           (3,000)      3,000
  Retirement of Capital
    Securities                                                    4,000      (4,000)
  Exercise of Stock Options                      21       717
  Adjustment for Decrease in
    Value of Marketable Securities                                                                  (16,083)
  Purchase of Treasury Stock                                                            (211)
  Sale of Treasury Stock                                             11                   77
  Adjustment to Value of
    Restricted Shares                                    (981)
  Other                                                   (97)       (3)

Balance at December 31, 1994        37,000   10,427   107,264   210,355      10,667     (134)       (16,228)

  Net Earnings                                                   71,860
  Cash Dividends Declared on
    Common Stock, $1.05 Per Share                               (16,372)
  Cash Dividends Declared on
    Preferred Stock, $6.5625
    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
  Adjustment for Increase in
    Value of 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
</TABLE>


See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                         PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (In Thousands)

                                                                   Year Ended December 31,
                                                                  1995      1994      1993
<S>                                                             <C>       <C>       <C>
Operating Activities:
  Net Earnings                                                   $71,860   $57,666   $51,272
  Adjustments to Reconcile Net Earnings to
   Net Cash Provided by Operating Activities:
    Provision for Possible Loan Losses                            14,000    12,000    12,000
    Provision for Depreciation and Amortization                   12,649     8,592     9,753
    Amortization of Investment Security Premiums (Discounts)      (1,474)      694       497
    Amortization of Unearned Income                              (23,257)  (11,370)   (5,899)
    Net Decrease in Trading Securities                               125       171    26,455
    Proceeds From Sale of Loans Held for Sale                    156,309    82,122   310,863
    Origination of Loans Held for Sale                          (152,982)  (20,095) (350,738)
    Realized Gains on Loans Held for Sale                         (2,410)     (832)   (5,406)
    Realized Gains on Sale of Loans                               (4,174)     (752)     (818)
    Realized Investment Security (Gains) Losses                       86         -      (934)
    (Increase) Decrease in Interest Receivable                    (5,650)   (9,679)      312
    Increase in Accounts Receivable                               (8,101)   (2,646)   (7,096)
    Increase in Other Assets                                        (857)  (12,462)   (2,677)
    Increase in Interest Payable                                   8,795    17,618     1,084
    Deferred Income Taxes                                         28,769     5,428      (631)
    Increase (Decrease) in Taxes Payable                          (5,313)   (4,525)      840
    Increase in Accounts Payable and Other Liabilities            16,401     3,440     1,540
    Other                                                          7,231    10,194     1,667
      Net Cash Provided by Operating Activities                  112,007   135,564    42,084

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                           34,316       116    24,611
    Proceeds from Maturities and Prepayments                     227,117   174,684   238,131
    Purchases                                                   (289,376) (172,434) (398,734)
  Investment Securities Held to Maturity:
    Proceeds from Sales                                              416         -         -
    Proceeds from Maturities and Prepayments                      28,611     1,615     2,099
    Purchases                                                   (244,755)  (13,801)   (5,364)
  Net Increase in Loans and Leases                              (684,222) (877,210) (419,021)
  Acquisition of Business (Net of Cash Acquired)                    (185)        -     3,085
  Proceeds from Sale of Other Real Estate                          2,479     7,393    11,122
  Purchases of Premises and Equipment                            (42,149)  (33,631)   (9,883)
  Proceeds from Sales of Premises and Equipment                    2,442     3,735     3,730
    Net Cash Used in Investing Activities                       (965,306) (909,533) (550,224)

Financing Activities:
  Net Decrease in Demand and Savings Deposits                    (26,047)  (93,845)  (48,818)
  Net Increase in Certificates of Deposit                        135,949   930,867   102,307
  Net Increase (Decrease) in Short-Term Debt                     115,533  (268,629)  341,659
  Principal Payments on Long-Term Debt                           (25,637) (109,567)   (5,750)
  Proceeds from Issuance of Long-Term Debt                       462,178   217,367   241,937
  Cash Dividends Paid                                            (18,809)  (17,658)  (15,689)
  Repurchase of Common Stock                                      (6,109)     (211)        -
  Proceeds from Sale of Common Stock                               5,260       826     2,723
    Net Cash Provided by Financing Activities                    642,318   659,150   618,369
    Increase (Decrease) in Cash and Cash Equivalents            (210,981) (114,819)  110,229
Cash and Cash Equivalents at Beginning of Period                 424,575   539,394   429,165
    Cash and Cash Equivalents at End of Period                  $213,594  $424,575  $539,394


Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                    $250,952  $146,253  $122,919
    Income Taxes                                                  11,000    26,700    26,300
  Non-Cash Activity:
    Additions to Other Real Estate in Settlement of Loans            706     2,196     2,658
    Transfer of Premises and Equipment to Other Real Estate        3,714       223         -
    Treasury Stock Reissued to Acquire Business                    1,750         -         -
    Reclassification of Investment Securities from Held to Maturity
      to Available for Sale                                      247,385         -         -
</TABLE>

See   notes   to   consolidated   financial  statements.
<PAGE>
                PROVIDENT BANCORP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.  ORGANIZATION   Provident Bancorp, Inc ("Bancorp") was incorporated
in February, 1980 for the purpose of acquiring and holding the  common
stock of The Provident Bank ("Provident") owned by American  Financial
Group ("AFG"), formerly known as American Financial  Corporation.  The
acquisition  of  Provident in October, 1980 was  accounted  for  as  a
pooling-of-interests.

Bancorp  is  Cincinnati-based and operates primarily throughout  Ohio,
northern  Kentucky  and  southeastern Indiana.  It  owns  two  banking
subsidiaries that provide financial services to it customers.

B.   ACCOUNTING  POLICIES  The following is a summary  of  significant
accounting policies:

BASIS  OF PRESENTATION  The consolidated financial statements  include
the  accounts of Bancorp and its subsidiaries, all of which are wholly
owned.  Bancorp'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   Bancorp  adopted  Statement   of   Financial
Accounting  Standards  ("SFAS")  No.  115,  "Accounting  for   Certain
Investments in Debt and Equity Securities", effective January 1, 1994.
Securities  classified as held to maturity are those  securities  that
Bancorp  has  the intent and ability to hold to maturity,  subject  to
continued   credit  worthiness  of  the  issuer.  Accordingly,   these
securities are stated at amortized cost.

Securities  classified as available for sale are intended to  be  held
for  indefinite  periods  of time and include  those  securities  that
Bancorp  may employ as part of asset/liability management strategy  or
that   may  be  sold  in  response  to  changes  in  interest   rates,
prepayments,  regulatory  capital  requirements  or  similar  factors.
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 excluded from earnings and reported as a separate component  of
shareholders' equity, net of taxes.

Securities  purchased  with  the intention of  recognizing  short-term
profits  are placed in the trading account and are carried  at  market
value.  The  specific  identification method is the  method  used  for
determining gains and losses from securities transactions.
<PAGE>
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
received is reversed. Future interest income is recorded only  when  a
payment  is received. Bancorp generally recognizes income on  impaired
loans on a cash basis.

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

Bancorp  adopted 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", effective
January  1,  1995.  Bancorp  considers a  nonperforming  loan,  except
consumer  loans, 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. Bancorp 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. The adoption of this statement  had
no  material  impact on Bancorp's consolidated financial condition  or
results of operations.

LOAN  SALES   Bancorp classifies loans that are intended  to  be  sold
within  a  short  period of time as available  for  sale.  Such  loans
available  for  sale  are carried at the lower of  aggregate  cost  or
market  value. In 1995, Bancorp sold its rights to service residential
loans  for others. Prior to 1995, Bancorp generally retained the right
to  service residential loans that it sold. Gains and losses  on  loan
sales  are  included  in "Other Income". Such  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.
<PAGE>
LEASE  OPERATIONS   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 Bancorp'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. Income  from
leases is included in "Interest and Fees on Loans".

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.

OTHER REAL ESTATE OWNED  Real estate owned is recorded at the lower of
cost or fair value and is included in "Other Assets". Bancorp'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.

RESERVE  FOR  RETIREMENT OF CAPITAL SECURITIES  The Capital  Notes  of
Provident  included  in  "Long-Term Debt" are designated  as  "Capital
Securities" under Ohio law. In accordance with the terms of the Notes,
Provident  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  On January 1, 1994, Bancorp adopted SFAS No. 112, which
requires   employers   to   recognize  any   obligation   to   provide
postemployment  benefits  (salary  continuation,  severance  benefits,
outplacement  services,  etc.)  by accruing  the  estimated  liability
through  a  charge to expense. The effect of this change in accounting
principle  had no material impact on Bancorp's consolidated  financial
position or results of operations.

Bancorp  has  a  Retirement  Plan for the benefit  of  its  employees.
Included under this plan is an Employee Stock Ownership Plan ("ESOP"),
an  Employee  Profit  Sharing Plan ("EPSP") and a Personal  Investment
Election  Plan ("PIE Plan"). Bancorp also maintains a Life and  Health
Plan  for  Retired Employees ("LH Plan"), an Employee  Stock  Purchase
Plan ("ESPP"), stock option plans and a Deferred Compensation Plan.

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
Bancorp. Bancorp's contributions are discretionary by the directors of
Bancorp.  The  contributions  made  by  Bancorp  are  charged  against
earnings  in the year for which they are declared. Qualified employees
having  vested rights in the plan are entitled to benefit payments  at
age 60.
<PAGE>
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. Bancorp 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
Bancorp  is  charged against earnings as the employees'  contributions
are  made.  Upon  the  effective date of  participation  the  employee
becomes  100% vested. Vested benefits will normally be distributed  to
the employee or his beneficiary upon death, retirement or termination.

Bancorp'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 Bancorp pays the entire  cost,
however,  Bancorp'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 Bancorp shall be the responsibility of the retiree.
Bancorp  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
Bancorp'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.

In  1994, shareholders approved increasing the total number of options
available  for  grant  under the 1988 Employee Stock  Option  Plan  to
1,737,500 options. Bancorp's stock option plan authorizes the issuance
of options to purchase common stock to officers and key employees. The
options  are to be granted, with exercise prices from 95% to  110%  of
market  value, at date of grant. Options become exercisable  beginning
one  year  from date of grant generally at the rate of 20%  per  year.
During  1992,  the Advisory Directors' Stock Option Plan  and  Outside
Directors' Stock Option Plan were approved. These plans authorized the
issuance  of  165,000 and 75,000 options, respectively. The  terms  of
these  options  are comparable to the terms of the 1988  Stock  Option
Plan.

In 1993, shareholders approved the Deferred Compensation Plan ("DCP").
This  plan permits participants to defer compensation in a manner that
aligns their interests with those of Bancorp shareholders through  the
investment  of  deferred  compensation in Bancorp  common  stock.  The
participants  of this plan are selected by the Compensation  Committee
of the Board of Directors. The DCP allows participants to postpone the
receipt  of  from 5% to 50% of compensation until retirement.  Amounts
deferred  are invested in a Provident Stock Account or a Self-Directed
Account.  Bancorp  will  credit the Provident  Stock  Account  with  a
percentage,  dependent upon Bancorp's return on equity,  of  Bancorp's
pre-tax  earnings per share for each share of Bancorp Common Stock  in
the account during the first four years. Computation of the credit  is
made  by dividing the pre-tax earnings by the average number of  fully
diluted  shares  outstanding for the year, adjusted  by  a  return  on
equity multiplier which results in  a credit of from 0% to 200% of the 
<PAGE>
pre-tax earnings per share, where a 15% return on equity is equal to a
100% multiplier.  The calculated credit is charged against earnings by
Bancorp annually. The participant may withdraw or transfer to a  Self-
Directed  Account  his  account balance after  a  specifically  stated
period of time. Distributions are also made at the time of termination
of employment and in the event of hardship. In addition to the amounts
deferred  by  a participant in a Self-Directed Account,  Bancorp  will
also  contribute  to the Self-Directed Account the  amounts  by  which
deferral of compensation under the DCP results in a reduction  in  the
participant's share of contributions under Bancorp's Retirement  Plan.
Distributions are permitted prior to termination of employment in  the
event   of   hardship.  When  the  participant  retires  or  otherwise
terminates employment with Bancorp, amounts deferred are distributed.

INCOME  TAXES Bancorp 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  Bancorp  amounts
determined to be currently payable.

OFF-BALANCE  SHEET  FINANCIAL AGREEMENTS  Bancorp 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, 1995, 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.

EARNINGS  PER COMMON SHARE  Net earnings per common share are computed
by  dividing net earnings, less the dividend requirement on  preferred
stock,  by  the  weighted average number of common  stock  equivalents
outstanding  during  the year. Fully diluted net earnings  per  common
share  are  computed by dividing net earnings by the weighted  average
number  of  common stock equivalents, including the additional  common
stock  outstanding as a result of the assumed conversion of the Series
B  and  D  Preferred Stock as of the first day of the year  for  which
earnings per share data is shown.
<PAGE>
C.   INVESTMENT  SECURITIES  The amortized cost and  estimated  market
values of securities at December 31 were as follows:
<TABLE>
<CAPTION>
                                                             1995
                                                     Gross         Gross       Estimated
                                      Amortized    Unrealized   Unrealized      Market
                                        Cost         Gains        Losses         Value
                                                        (In Thousands)
<S>                                     <C>            <C>          <C>          <C> 
Available for Sale:
  U.S. Treasuries and U.S.
   Government Agencies and
   Corporations                         $191,445         $166         $(150)     $191,461
  Mortgage-backed Securities             629,902        5,026        (1,214)      633,714
  Other Bonds                             60,746           25          (133)       60,638
  Other Securities                        73,901          916          (726)       74,091
    Total Available for Sale            $955,994       $6,133       $(2,223)     $959,904
<CAPTION>
                                                              1994
                                                     Gross         Gross       Estimated
                                      Amortized    Unrealized   Unrealized      Market
                                        Cost         Gains        Losses         Value
                                                          (In Thousands)
<S>                                     <C>              <C>       <C>           <C>              
Held to Maturity:
  U.S. Treasuries and U.S.
   Government Agencies and
   Corporations                             $842           $-            $-          $842
  Other Bonds                                995            -             -           995
  Other Securities                        29,862            -             -        29,862
    Total Held to Maturity                31,699            -             -        31,699
Available for Sale:
  U.S. Treasuries and U.S.
   Government Agencies and
   Corporations                          148,991            -        (3,655)      145,336
  Mortgage-backed Securities             493,525          128       (18,624)      475,029
  Other Bonds                                179            -            (3)          176
  Other Securities                        36,615            -        (2,935)       33,680
    Total Available for Sale             679,310          128       (25,217)      654,221
      Total Securities                  $711,009         $128      $(25,217)     $685,920
</TABLE>
Investment  securities with a carrying value of  approximately  $562.9
million   and  $533.3  million  at  December  31,  1995,   and   1994,
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  1995, 1994 and 1993 gross gains of $18,000, $- and $1,028,000  and
gross  losses of $104,000, $- and $94,000, respectively, were realized
on  the  sale  of securities Available for Sale. In 1995, FHLB  stock,
classified  as  Held  to  Maturity, was sold. Bancorp  was  no  longer
required to hold the stock due to the sale of Heritage's deposits. 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 1995, 1994 or 1993.

During  December, 1995, Bancorp reallocated securities that  had  been
identified  as  Held to Maturity to the classification  Available  for
Sale. The Financial Accounting Standards Board, in its special report,
<PAGE>
A  Guide  to Implementation of Statement 115 on Accounting for Certain
Investments  in  Debt  and  Equity Securities,  which  was  issued  on
November  15, 1995, permitted this one time reallocation. On the  date
of  transfer, these securities had an amortized cost of $247.4 million
and an unrealized gain of $375,000. The transfer was made to allow for
greater  flexibility in the future use of these securities.  No  other
transfers were made among the security categories of Held to Maturity,
Available for Sale and Trading categories during 1995, 1994 and 1993.

The  amortized  cost  and  estimated market  value  of  securities  at
December  31, 1995, are shown below 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.
<TABLE>
<CAPTION>
                                                                    Available for Sale
                                                                 Amortized     Estimated
                                                                   Cost      Market Value
                                                                       (In Thousands)
<S>                                                                <C>           <C>
Due in one year or less                                            $169,482      $169,447
Due after 1 through 5 years                                          47,659        47,710
Due after 5 through 10 years                                         35,050        34,942
Due after 10 years                                                   73,901        74,091
                                                                    326,092       326,190
Mortgage-backed Securities                                          629,902       633,714
   Total                                                           $955,994      $959,904
</TABLE>
D.   LEASE FINANCING  In 1994, Bancorp initiated a consumer automobile
leasing  program.  Prior  to  this, the leasing  operations  consisted
principally   of   the   leasing  of  various   types   of   aircraft,
transportation   containers   and   locomotives,   and   miscellaneous
equipment. Except for six aircraft leases and one coal conveyor  lease
which  were  classified as leveraged leases, almost all of the  leases
are  classified as direct financing leases, with expiration dates over
the  next  1 to 8 years. Rentals receivable at December 31,  1995  and
1994  include  $12.6  million  and  $9.1  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 $37.8 million  and
$23.9  million  in total at December 31, 1995 and 1994,  respectively.
The components of the net investment in lease financing at December 31
were as follows:
<TABLE>
<CAPTION>
                                             1995                    1994
                                    Commercial   Consumer   Commercial   Consumer
                                                     (In Thousands)
<S>                                   <C>         <C>         <C>         <C>
Rentals Receivable                    $102,371    $229,153    $101,412    $133,736
Leases in Process                           58       6,773           -       6,119
Estimated Residual Value of
  Leased Assets                         57,849     158,670      38,306      78,796
                                       160,278     394,596     139,718     218,651
Less:  Unearned Income                 (31,592)    (60,370)    (29,975)    (32,898)
  Net Investment in Lease Financing   $128,686    $334,226    $109,743    $185,753
</TABLE>
<PAGE>
The  following is a schedule by year of future minimum lease  payments
to be received for the next five years as of December 31, 1995:
<TABLE>
<CAPTION>
                                                             Commercial   Consumer
                                                                 (In Thousands)
<S>                                                           <C>         <C>
1996                                                           $27,354     $60,192
1997                                                            23,137      63,125
1998                                                            19,200      53,594
1999                                                            11,534      38,382
2000                                                             6,077      13,795
Thereafter                                                      15,069          65
     Total                                                    $102,371    $229,153
</TABLE>
E.   RESERVE FOR LOAN LOSSES  The changes in the loan loss reserve for
the years ended December 31 were as follows:
<TABLE>
<CAPTION>
                                                       1995         1994         1993
                                                              (In Thousands)
<S>                                                  <C>          <C>          <C>
Balance at Beginning of Period                       $51,979      $40,542      $35,144
Provision for Possible Loan Losses
  Charged to Earnings                                 14,000       12,000       12,000
Acquired Reserves                                          -            -          737
Recoveries Credited to the Reserve                     8,452        9,009        1,599
                                                      74,431       61,551       49,480
Losses Charged to the Reserve                        (14,196)      (9,572)      (8,938)
  Balance at End of Period                           $60,235      $51,979      $40,542
</TABLE>
At  December  31, 1995 impaired loans totaled $36.8 million.  Of  that
amount, $33.1 million of impaired loans had related reserves of  $12.8
million.  An additional $3.7 million of impaired loans were determined
to be carried at or below fair value of the underlying collateral and,
accordingly,  had  no  reserves. The valuation allowance  recorded  on
impaired  loans  is  included in the reserve for loan  losses.  During
1995,  the  average balance of impaired loans was $7.8  million  which
resulted in an immaterial amount of related interest income.

Loans  on  nonaccrual status at December 31, 1995, 1994 and 1993  were
$37.5  million,  $6.3  million and $17.8 million, respectively.  Loans
renegotiated  to  provide  a  reduction or  deferral  of  interest  or
principal  were  $4.8 million, $961,000 and $408,000 at  December  31,
1995, 1994 and 1993, respectively.
<PAGE>
F.   PREMISES  AND EQUIPMENT  Following is a summary of  premises  and
equipment at December 31:
<TABLE>
<CAPTION>
                                                                    1995         1994
                                                                      (In Thousands)
<S>                                                                <C>          <C>
Land                                                                $7,342       $7,518
Buildings                                                           21,068       20,999
Leasehold Improvements                                               6,136        5,831
Furniture and Fixtures                                              58,474       49,832
Revenue Equipment                                                   51,885       24,575
                                                                   144,905      108,755
Less Depreciation and Amortization                                 (53,929)     (44,545)
  Total                                                            $90,976      $64,210
</TABLE>
The  future gross minimum rentals under noncancelable leases  for  the
rental of premises and equipment for 1996 and subsequent years are  as
follows:
<TABLE>
<CAPTION>
                                                                  Premises    Equipment
                                                                      (In Thousands)
<S>                                                                <C>           <C>
1996                                                                $4,733         $492
1997                                                                 4,764          258
1998                                                                 4,671          240
1999                                                                 4,373          186
2000                                                                 3,983           37
Thereafter                                                          22,047            -
     Total                                                         $44,571       $1,213
</TABLE>
Rent   expense  for  all  bank  premises  and  equipment  leases   was
$5,692,000,  $4,329,000  and  $3,507,000  in  1995,  1994  and   1993,
respectively.

G.  SHORT-TERM DEBT  Short-term debt was as follows at December 31:
<TABLE>
<CAPTION>
                                                         1995        1994        1993
                                                           (Dollars in Thousands)
<S>                                                    <C>         <C>         <C>
Year End Balance:
  Federal Funds Purchased and Repurchase
    Agreements                                         $490,419    $379,391    $671,820
  Commercial Paper                                      145,321     140,816     117,016
  U.S. Treasury Demand Notes                              1,500       1,500       1,500
Weighted Average Interest Rate at Year End:
  Federal Funds Purchased and Repurchase
    Agreements                                             5.60%       5.54%       3.15%
  Commercial Paper                                         5.60        5.45        3.37
  U.S. Treasury Demand Notes                               5.15        5.25        2.76
Maximum Amount Outstanding at Any Month End:
  Federal Funds Purchased and Repurchase
    Agreements                                         $717,349    $611,442    $671,820
  Commercial Paper                                      150,503     140,816     117,016
  U.S. Treasury Demand Notes                              1,500       1,500       5,530
</TABLE>
At December 31, 1995, Bancorp had $130 million in lines of credit with
unaffiliated  banks  to  support commercial paper  borrowings.  As  of
January 18, 1996, these lines had not been used.
<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      1995       1994
                                                                       (In Thousands)
<S>                                    <C>      <C>       <C>       <C>        <C>   
Bancorp:
   LIBOR Based Notes                   n/a      n/a       1995            $-     $2,700
   Fixed Rate Notes                    n/a      n/a       1995             -      1,193
   Other Notes Payable (3)             Various  Various   Various      3,046      4,346
                                                                       3,046      8,239
Subsidiaries:
   Medium-Term Bank Notes:
      Fixed Rate Notes                 6.13%    6.44%     2000       299,293          -
      Fixed Rate Notes                 5.00     6.21      1996        49,993     49,979
      Fixed Rate Notes (4)             7.17     6.04      2005        12,500          -
      LIBOR Based Notes                n/a      n/a       1995             -     10,000
   Notes Payable to Federal
    Home Loan Bank:
      LIBOR Based Notes                5.94     5.94      2000       150,000          -
      LIBOR Based Notes                5.97     5.97      2013       117,195    117,195
      Fixed Rate Notes (5)             Various  Various   Various      1,501      1,645
   Subordinated Notes:
      Fixed Rate Notes                 6.38     6.56      2004        99,477     99,413
      Fixed Rate Notes                 7.13     6.81      2003        74,919     74,908
      Fixed Rate Capital Notes         9.00     9.00      1998        12,000     16,000
   Other Notes Payable (6)             Various  Various   Various        159      6,054
                                                                     817,037    375,194
Total                                                               $820,083   $383,433
<FN>
 (1) Stated rate reflects interest rate on notes as of December 31, 1995.
 (2) Effective rate reflects interest rate paid as of December 31, 1995 after adjustments for
     notes issued at discount or premium and interest rate swap agreements entered to alter the
     note rate.
 (3) Interest rates vary from 0% to 9.50% and maturity dates which vary 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 8.75% to 9.50% and maturity dates which vary up to 2005.
 (6) Interest rates vary from 13.13% to 16.00% and maturity dates which vary up to 1998.
</TABLE>
Provident  has  a $500 million Medium-Term Bank Notes  program.  These
notes can be issued with either fixed or floating rates, are unsecured
and  are unsubordinated general obligations of Provident. These  notes
do  not  qualify as Tier 2 capital and are not insured  by  the  FDIC.
Provident borrowed $312.5 million (less underwriting discount) and $10
million  during  1995 and 1994, respectively. At  December  31,  1995,
$137.5 million was available under this program.

Of the $312.5 million issued under the Medium-Term Bank Notes program,
Bancorp issued $12.5 million with a callable debt structure. The notes
have  a final maturity of 2005, but have a call option exercisable  by
Bancorp  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  Bancorp'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,  Bancorp  may, at its discretion, exercise its  call  option  to
redeem the notes at the same time, or if the market offers a similarly
<PAGE>
attractive  funding  cost, Bancorp 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 Bancorp has been neutralized.

The  notes  payable  to the FHLB are collateralized  under  a  blanket
agreement  by  investment securities and residential loans  receivable
with  a  book  value of $360.2 million. They are subordinated  to  the
claims  of  depositors and other creditors of Provident  and  are  not
insured by the FDIC.

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

As  of  December 31, 1995, scheduled principal payments  on  long-term
debt for the following five years were as follows:
<TABLE>
<CAPTION>
                                         1996      1997      1998      1999       2000
                                                       (In Thousands)
<S>                                     <C>        <C>       <C>        <C>     <C>
Provident Bancorp, Inc.                   $887      $586      $519      $510       $270
Subsidiaries                            54,196     4,754     4,166       130    449,423
</TABLE>
I.  INCOME TAXES  Following is a reconciliation of income taxes at the
statutory  rate  of  35%  as shown in the Consolidated  Statements  of
Earnings:
<TABLE>
                                                          1995        1994        1993
                                                                  (In Thousands)
<S>                                                     <C>          <C>         <C>
Earnings Before Income Taxes                            $107,166     $87,537     $79,317

  Income Taxes at Applicable Rate                        $37,508     $30,638     $27,761
  Add (Deduct) Effect Of:
   Reversal of Negative Goodwill                          (1,093)       (121)          -
   Tax-Exempt Interest                                      (764)       (281)       (301)
   Other                                                    (345)       (365)        585
    Total Tax Provision                                  $35,306     $29,871     $28,045

  The total tax provision (credit) consists of the following:

   Current:
    State                                                    $74         $51         $40
    U.S.                                                   6,463      24,392      28,636
                                                           6,537      24,443      28,676
   Deferred                                               28,769       5,428        (631)
    Total                                                $35,306     $29,871     $28,045
</TABLE>
<PAGE>
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 Bancorp's deferred tax liabilities
and assets as of December 31 are as follows:
<TABLE>
<CAPTION>
                                                            1995       1994       1993
                                                                  (In Thousands)
<S>                                                       <C>        <C>        <C>
Deferred Tax Liabilities:
  Excess Lease and Partnership Income                     $63,204    $31,453    $18,309
  Recapture of Excess Reserve for Bad Debts                 4,035      5,993      8,627
  Unrealized Gain on Investment Securities                  1,692          -          -
  Other - Net                                               6,498      6,359      6,817
    Total Deferred Tax Liabilities                         75,429     43,805     33,753
Deferred Tax Assets:
  Provision for Possible Loan Losses                       20,456     18,525     12,655
  Deferred Compensation                                     2,053      1,172        314
  Loan Fees Deferred for Books Recognized
    Currently for Tax                                         487      1,654      2,969
  Postretirement Obligation                                 1,170      1,153      1,165
  Unrealized Loss On Investment Securities                    323      8,738         77
  Other - Net                                               4,982      5,481      6,258
    Total Deferred Tax Assets                              29,471     36,723     23,438
  Valuation Allowance for Deferred Tax Assets                   -          -          -
    Net Deferred Tax Assets                                29,471     36,723     23,438
      Net Deferred Tax Liabilities                        $45,958     $7,082    $10,315
</TABLE>
At  December 31, 1995, approximately $11.5 million of excess bad  debt
reserve  associated  with  prior acquisitions  of  savings  and  loans
remains  to be amortized to taxable income. Approximately $7.9 million
will be added to taxable income in 1996.
<PAGE>
J.   BENEFIT  PLANS   In  1995,  1994  and  1993  Bancorp  contributed
$3,274,000, $2,825,000, and $3,194,000, respectively, to the ESOP.

Under  the three stock option plans, stock options issued to date  are
generally  exercisable at a rate of 20% per year. The following  table
summarizes  option  activity for the three years  ended  December  31,
1995:
<TABLE>
<CAPTION>
                            Option Price                       Options      Available
                             Per Share        Outstanding    Exercisable    for Grant
<S>                       <C>                   <C>              <C>         <C>
At January 1, 1993        $16.33 - $22.67       1,003,238        361,398      464,602
 Authorized                            -                -              -            -
 Granted                   23.51 -  33.50         220,325              -     (220,325)
 Became Exercisable        16.33 -  22.67               -        207,026            -
 Exercised                 16.33 -  17.73          (3,250)        (3,250)           -
 Canceled                  17.67 -  17.73          (3,840)          (504)       3,840
At December 31, 1993       16.33 -  33.50       1,216,473        564,670      248,117
 Authorized                            -                -              -      500,000
 Granted                   28.26 -  33.84          91,000              -      (91,000)
 Became Exercisable        16.33 -  33.50               -        169,374            -
 Exercised                 17.67 -  28.03         (31,450)       (31,450)           -
 Canceled                  24.94 -  26.13          (4,000)             -        4,000
At December 31, 1994       16.33 -  33.84       1,272,023        702,594      661,117
 Authorized                            -                -              -            -
 Granted                   29.69 -  40.38         260,000              -     (260,000)
 Became Exercisable        16.33 -  33.84               -        183,982            -
 Exercised                 17.67 -  30.88         (66,023)       (66,023)           -
 Canceled                  17.90 -  30.88         (18,650)          (400)      18,650
At December 31, 1995       16.33 -  40.38       1,447,350        820,153      419,767
</TABLE>
Under  the  DCP  Bancorp  makes an annual  contribution  to  the  plan
relating  to  the earnings credit. In 1995 and 1994, Bancorp  expensed
approximately $995,000 and $400,000, respectively.

K.   PREFERRED STOCK  In 1991, Bancorp issued 371,418 shares of series
B  Non-Voting  Convertible Preferred Stock ("B Preferred)  to  AFG  as
partial   consideration  for  the  acquisition   of   Hunter   Savings
Association. Pursuant to the terms of the B Preferred, Bancorp, during
the  fourth quarter of 1994, elected to change the dividend rate  from
$8.00 per share to a rate equivalent to that paid on its Common Stock.

In  1995, Bancorp exchanged the B Preferred for an identical number of
Series  C  Preferred Stock ("C Preferred") and later exchanged  the  C
Preferred  for  the  same  number of  Series  D  Preferred  Stock  ("D
Preferred"). The terms of the D Preferred are substantially  identical
to  the  B  Preferred except that the terms of the D Preferred  permit
AFG,  its  subsidiaries or affiliates to convert the D Preferred  into
Bancorp  Common Stock regardless of their percentage of  ownership  of
Bancorp's  voting equity securities. In December 1995, 301,146  shares
of  the  D  Preferred were converted into 1,882,162 shares  of  Common
Stock.  As  of December 31, 1995, 70,272 shares of D Preferred  remain
outstanding. These shares have a stated value and liquidation value of
$100  per  share  and a conversion ratio of 6.25 shares  of  Bancorp's
Common Stock for each share of convertible preferred stock.
<PAGE>
L.   OFF-BALANCE  SHEET FINANCIAL AGREEMENTS  Bancorp  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  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  Bancorp'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 Bancorp under the terms of the interest rate  swap
agreement.  Notional  principal amounts  express  the  volume  of  the
transactions,  but  Bancorp's potential exposure  to  credit  risk  is
limited  only  to the flow of interest payments. Bancorp  manages  its
credit   risk  in  these  transactions  through  counterparty   credit
policies.  At  December  31, 1995, Bancorp  had  bilateral  collateral
agreements in place with certain of its counterparties, against  which
Bancorp  has  pledged investment securities with a carrying  value  of
$21.4 million as collateral.

Summary  information with respect to the interest rate swap  portfolio
used to manage Bancorp's interest rate sensitivity follows:
<TABLE>
<CAPTION>
                                                    December 31, 1995                      December 31,
                                                                      Weighted Average         1994
                              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      $1,769        $36.4         $(1.8)   6.19%   5.84%   4.41        $1,524
Pay Fixed Receive Variable          33           .3           (.6)   7.28    7.39    5.56            32
                                $1,802        $36.7         $(2.4)                               $1,556
</TABLE>
The  expected  notional  maturities of Bancorp's  interest  rate  swap
portfolio at December 31, 1995 are as follows:
<TABLE>
<CAPTION>
                                                            After 1    After 3
                                                 1 Year   Through 3  Through 5   After 5
                                                 or Less     Years      Years      Years
                                                               (In Millions)
<S>                                               <C>        <C>        <C>        <C>
Pay Variable Receive Fixed                        $294       $457       $609       $409
Pay Fixed Receive Variable                           -         12         10         11
</TABLE>
<PAGE>
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. Bancorp evaluates each
customer's  creditworthiness on a case-by-case basis.  The  amount  of
collateral  obtained if deemed necessary by Bancorp 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.

Bancorp's commitments to extend credit which are not reflected in  the
balance sheet at December 31 are as follows:
<TABLE>
<CAPTION>
                                                                        1995      1994
                                                                         (In Millions)
<S>                                                                    <C>       <C>
Commitments to Extend Credit                                           $1,641    $1,262
Standby Letters of Credit                                                  94       107
</TABLE>
M.   TRANSACTIONS WITH AFFILIATES  AFG and Bancorp are  controlled  by
Carl H. Lindner and various members of his family. Mr. Lindner and his
family and trusts for the benefit of his family own approximately  46%
of  the Common Stock of Bancorp. In addition, subsidiaries of AFG  own
approximately 14% of the Common Stock of Bancorp and 100% of Bancorp's
Series  D Convertible Preferred Stock. Bancorp leases its home  office
space  and  other  office space from a trust, for  the  benefit  of  a
subsidiary  of  AFG. During 1995, the lease agreements were  rewritten
and  extended  to the year 2010, with Bancorp receiving  $1.2  million
which  represented  the  net present value of the  difference  between
payments  of  the  old  and  current  lease  agreements.  Bancorp   is
amortizing  the  amount received against rent expense until  September
1997,  which  was the expiration of the old lease agreements.  Bancorp
also leased one of its branch locations and seventy ATM locations from
principal shareholders and their affiliates. Rentals paid to  AFG  and
affiliates  for  the  years ended December 31,  1995,  1994  and  1993
amounted  to  $1,397,000,  $1,233,000  and  $1,133,000,  respectively.
Rentals  of  $306,000  were paid to principal shareholders  and  their
affiliates during 1995 for branch and ATM locations.

In  the  fourth quarter of 1992, Bancorp began to offer shares of  The
Riverfront Funds, Inc. ("Riverfront"), a proprietary family of  mutual
funds,  to  customers. Riverfront is a registered  investment  company
with  five  portfolios, each having a different investment  objective.
Provident  manages the portfolios and performs other related services,
such  as  shareholder  services  and  acting  as  transfer  agent  and
custodian. Riverfront is offered to customers of Provident,  including
personal  trust,  employee benefit, agency and custodial  clients,  as
well  as  individual investors. At December 31, 1995,  Riverfront  had
<PAGE>
total  assets  of $316.5 million. Approximately $34.9 million  of  the
amount  was held by Bancorp and $136.9 million was held by Provident's
trust  department.  During  1995,  1994  and  1993,  Bancorp  recorded
approximately   $1,020,000,   $500,000   and   $180,000   of   income,
respectively,  from  management  fees  of  Riverfront.  Bancorp   also
absorbed  approximately  $73,000, $103,000  and  $304,000  of  expense
associated  with managing the portfolios during 1995, 1994  and  1993,
respectively.

Bancorp  has had certain transactions with various executive officers,
directors  and principal holders of equity securities of  Bancorp  and
its subsidiaries and entities in which these individuals are principal
owners.  Various loans and auto 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 $28.8 million and
$27.2  million at December 31, 1995, and 1994, respectively.  None  of
these  loans were held by the parent company. During 1995,  new  loans
aggregating  $18.0  million  were  made  to  such  parties  and  loans
aggregating $16.4 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, 1995,  and  1994,  Bancorp's
commercial   paper  amounting  to  $6.0  million  and  $3.7   million,
respectively,  was  held  by these persons.  Additionally,  repurchase
agreements  in  the amount of $6.5 million and $6.6 million  had  been
sold  to  these  persons at December 31, 1995, and 1994, respectively.
All of these transactions were at market interest rates.

N.   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 Bancorp'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 Bancorp.  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.
<PAGE>
<TABLE>
<CAPTION>
                                                         1995                      1994
                                                Carrying       Fair       Carrying       Fair
                                                 Value        Value        Value        Value
                                                                 (In Thousands)
<S>                                             <C>          <C>          <C>          <C> 
Financial Assets:
  Cash and Cash Equivalents                      $213,594     $213,594     $424,575     $424,575
  Trading Account Assets (Included in
    Other Assets)                                       -            -          125          125
  Investment Securities                           959,904      959,904      685,920      685,920
  Loans (Excluding Lease Financing)             4,433,164    4,450,213    3,909,042    3,840,641
  Less: Reserve for Loan Losses                   (54,519)           -      (48,302)           -
    Net Loans                                   4,378,645    4,450,213    3,860,740    3,840,641

Financial Liabilities:
  Deposits                                      4,178,551    4,180,884    4,068,649    4,034,098
  Short-Term Debt                                 637,240      637,240      521,707      521,707
  Long-Term Debt (Excluding Lease
    Financing Debt)                               819,924      822,617      377,379      352,685

Off-Balance Sheet Financial Instruments:
  Commitments to Extend Credit                          -            -            -            -
  Standby Letters of Credit                            42           42           24           24
  Interest Rate Swaps:
    Asset Based:
      Loans                                             -         (350)           -          139
    Liability Based:
      Deposits                                          -       25,490            -      (22,952)
      Long-Term Debt                                    -        6,283            -      (27,929)
</TABLE>
The  following  methods  and  assumptions  were  used  by  Bancorp  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.
   
   Investment  securities (including mortgage-backed securities):
   Fair  values  for  investment securities 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.
   
   Trading  account  assets:  Fair values for  Bancorp's  trading
   account assets, which also are the amounts recognized  in  the
   balance  sheet,  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.
   
   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  (e.g.,  commercial real estate,  commercial  and
   financial  loans,  construction  loans,  and  other   business
<PAGE>
   loans)  are  estimated using discounted  cash  flow  analyses,
   using  interest rates currently being offered for loans,  with
   similar terms to borrowers of similar credit quality.
   
   Off-balance  sheet financial instruments:  The  amounts  shown
   under  carrying value represent fees receivable  arising  from
   the  related  unrecognized financial instruments. Fair  values
   for  Bancorp's  lending  commitments and  standby  letters  of
   credit  are  based  on fees currently charged  to  enter  into
   similar  agreements, taking into account the  remaining  terms
   of  the  agreements and the counterparties'  credit  standing.
   Fair  value  for  interest rate swaps is  based  upon  current
   market quotes.
   
   Deposit  liabilities:   The fair values disclosed  for  demand
   deposits  (e.g.,  interest and noninterest checking,  passbook
   savings, and certain types of money market accounts)  are,  by
   definition,  equal  to the amount payable  on  demand  at  the
   reporting  date (i.e., 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:   The  fair  values  of  Bancorp's  long-term
   borrowings  that  are  traded in  the markets  are  calculated
   using their market prices.  The fair values of Bancorp's other
   long-term  borrowings  (other  than  deposits)  are  estimated
   using  discounted  cash  flow  analyses,  based  on  Bancorp's
   current  incremental  borrowing  rates for  similar  types  of
   borrowing arrangements.
    
O.  ADDITIONAL INFORMATION

RESTRICTIONS ON CASH AND NONINTEREST BEARING DEPOSITS  Federal Reserve
Board  regulations  require  that  Provident  and  Provident  Kentucky
maintain certain minimum reserve balances. The average amount of those
reserve   balances  for  the  year  ended  December  31,   1995,   was
approximately $49.6 million.

INVESTMENT  IN  PARTNERSHIPS   Bancorp's  share  of  partnerships  was
carried  at approximately $12.6 million and $11.0 million at  December
31,  1995,  and  1994,  respectively, which  includes  equity  in  net
earnings  (losses) of $601,000, $(344,000) and $106,000 in  the  years
1995, 1994 and 1993, respectively.

OTHER  REAL ESTATE OWNED  At December 31, 1995, and 1994, the carrying
value  of  other real estate and equipment owned was $5.6 million  and
$3.3 million, respectively.
<PAGE>
PARENT  COMPANY  FINANCIAL INFORMATION  Parent Company only  condensed
financial information for Provident Bancorp, Inc. is as follows:
<TABLE>
<CAPTION>
                     BALANCE SHEETS (PARENT ONLY)
                            (In Thousands)


                                                                           December 31,
                                                                         1995        1994
<S>                                                                     <C>         <C>
                                ASSETS
Cash and Cash Equivalents                                               $149,031    $124,570
Investment Securities:
  Held to Maturity                                                             -         843
  Available for Sale                                                      12,208      10,248
Loans (net of reserve for loan losses of $1,295 and $1,293)               19,642      30,630
Investment in Subsidiaries:
  Banking                                                                392,757     325,129
  Non-Banking                                                              2,135         212
Premises and Equipment                                                     1,677       1,795
Accounts Receivable from Banking Subsidiaries                                  -       5,121
Other Assets                                                              19,598      10,965
                                                                        $597,048    $509,513

                 LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts Payable to Banking Subsidiaries                               $14,027          $-
  Accounts Payable and Accrued Expenses                                    2,117       1,107
  Commercial Paper                                                       145,321     140,816
  Long-Term Debt                                                           3,046       8,239
      Total Liabilities                                                  164,511     150,162
Shareholders' Equity                                                     432,537     359,351
                                                                        $597,048    $509,513
<CAPTION>
                             STATEMENTS OF EARNINGS (PARENT ONLY)
                                         (In Thousands)

                                                                 Year Ended December 31,
                                                              1995        1994        1993
<S>                                                          <C>         <C>         <C>
Income:
  Dividends from Banking Subsidiaries                        $23,000     $26,000     $45,250
  Interest Income from Banking Subsidiaries                    6,358       2,917         952
  Other Interest Income                                        2,373       2,824       3,205
  Other                                                          811        (203)        231
                                                              32,542      31,538      49,638
Expenses:
  Interest Expense                                             8,686       5,990       4,144
  Salaries and Employee Benefits                                 410         463       1,001
  General and Administrative                                   3,212       2,403       2,122
                                                              12,308       8,856       7,267
Earnings Before Taxes and Equity in Undistributed
  Net Earnings of Subsidiaries                                20,234      22,682      42,371
Applicable Income Tax Credits                                  1,774       1,191       1,331
Earnings Before Equity in Undistributed Net Earnings
  of Subsidiaries                                             22,008      23,873      43,702
Equity in Undistributed Net Earnings of Subsidiaries          49,852      33,793       7,570
Net Earnings                                                 $71,860     $57,666     $51,272
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS (PARENT ONLY)
                                         (In Thousands)

                                                                   Year Ended December 31,
                                                                1995        1994       1993
<S>                                                           <C>        <C>         <C>
Operating Activities:
  Net Earnings                                                 $71,860    $57,666    $51,272
  Adjustment to Reconcile Net Earnings to
   Net Cash Provided by Operating Activities:
    Provision for Depreciation and Amortization                    406        360        354
    Net Earnings from Subsidiaries                             (72,852)   (59,793)   (52,820)
    Cash Dividends Received From Subsidiaries                   23,000     26,000     45,250
    Increase in Interest Receivable                                (27)       (19)       (32)
    (Increase)  Decrease in Accounts Receivable/
     Other Assets                                                1,837      2,653     (5,053)
    Increase (Decrease) in Interest Payable                         80        357        (23)
    Deferred Income Taxes                                       (1,092)       752         18
    Decrease in Taxes Payable                                   (4,362)    (1,365)      (281)
    Increase (Decrease) in Accounts Payable/
     Other Liabilities                                          14,709     (8,706)     4,588
    Other                                                          415     (1,015)    (2,387)
      Net Cash Provided by Operating Activities                 33,974     16,890     40,886

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                              -         25          -
    Proceeds from Maturities and Prepayments                         -          -          3
    Purchases                                                      (31)   (10,000)      (314)
  Investment Securities Held to Maturity:
    Proceeds from Sales                                              -          -          -
    Proceeds from Maturities and Prepayments                     1,700      1,600      1,500
    Purchases                                                   (1,652)    (1,663)    (1,477)
  (Increase) Decrease in Loans                                  10,989     32,861     (8,353)
  Purchase of Subsidiary (Net of Cash Acquired)                   (185)         -      3,085
  Proceeds from Sale of Premises and Equipment                      70         90          -
  Purchases of Premises and Equipment                              (57)      (118)       (58)
    Net Cash Provided by (Used in)
     Investing Activities                                       10,834     22,795     (5,614)

Financing Activities:
  Net Increase in Short-Term Borrowings                          4,505     23,800     23,230
  Principal Payments on Long-Term Debt                          (5,598)    (5,345)    (5,539)
  Proceeds from Issuance of Long-Term Debt                         404      2,221        957
  Proceeds from Sale of Common Stock                             5,260        826      2,723
  Purchase of Treasury Stock                                    (6,109)      (211)         -
  Cash Dividends Paid                                          (18,809)   (17,658)   (15,689)
  Contribution to Subsidiaries                                       -          -     (6,824)
    Net Cash Provided by (Used in) Financing
     Activities                                                (20,347)     3,633     (1,142)
    Increase in Cash and Cash Equivalents                       24,461     43,318     34,130
Cash and Cash Equivalents at Beginning of Year                 124,570     81,252     47,122
    Cash and Cash Equivalents at End of Year                  $149,031   $124,570    $81,252
</TABLE>
<PAGE>
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 1996 by Provident  to  its  parent
without  approval  is  approximately  $71.9  million,  plus  1996  net
earnings.  Dividends  of  approximately $3.1  million  plus  1996  net
earnings  may  be paid in 1996 by Provident Kentucky  to  its  parent.
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 $43.8  million
to  any single affiliate, and $89.3 million to all affiliates combined
of which $28.1 million was loaned at December 31, 1995.


                          SUPPLEMENTARY DATA

Quarterly Consolidated Results of Operations - (Unaudited)

The following are quarterly consolidated results of operations for the
two years ended December 31, 1995.
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                         March 31   June 30    September 30   December 31
                                           (Dollars in Thousands, Except Per Share Data)
<S>                                      <C>        <C>            <C>           <C>
1995

Interest Income                          $105,964   $114,144       $118,058      $124,230
Net Interest Income                        46,116     49,064         51,626        55,843
Provision for Possible Loan Losses          2,000      3,000          4,000         5,000
Security Gains (Losses)                         -          -            (92)            6
Earnings Before Income Taxes               22,569     25,047         30,000        29,550
Net Earnings                               15,000     16,475         21,010        19,375
Net Earnings Per Common Share                 .90        .99           1.26          1.14
Net Earnings Per Fully Diluted
  Common Share                                .82        .90           1.13          1.04

1994

Interest Income                           $75,626    $81,882        $88,937       $99,384
Net Interest Income                        43,142     45,342         46,553        46,921
Provision for Possible Loan Losses          3,000      3,000          3,000         3,000
Security Gains                                  -          -              -             -
Earnings Before Income Taxes               20,816     21,682         22,543        22,496
Net Earnings                               13,703     14,326         14,725        14,912
Net Earnings Per Common Share                 .81        .85            .87           .88
Net Earnings Per Fully Diluted
  Common Share                                .75        .78            .80           .81
</TABLE>
Quarterly  earnings per share numbers do not add to  the  year-to-date
amount due to rounding.
<PAGE>
ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None

                               PART III

The  following  items  are  incorporated  by  reference  to  Bancorp's
definitive proxy statement to be filed with the Commission pursuant to
Regulation  14A  within 120 days after the close of  Bancorp's  fiscal
year ending December 31, 1995:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11.  EXECUTIVE COMPENSATION

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                               PART IV

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

(a)      1. See Index to Financial Statements on page 31 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   Incorporation by  reference
                                            to Form 10-Q, Quarterly
                                            Report of Provident Bancorp,
                                            Inc. for the quarter ended
                                            September 30, 1995.

         3.2   Amendment to Articles of     Filed herewith.
               Incorporation relating to
               the Series D, Non-Voting
               Convertible Preferred Stock

         3.3   Amended Code of Regulations  Incorporated by reference to
                                            Annex I to Provident Bancorp,
                                            Inc.'s Proxy Statement for
                                            the 1994 Annual Meeting of
                                            Shareholders.
<PAGE>
         Number Exhibit Description         Filing Status

         4.1   Instruments defining the     Bancorp has no outstanding
               rights of security holders   issue of indebtedness
                                            exceeding 10% of the assets
                                            of Bancorp 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       Filed herewith.
               relating to Series D,
               Non-Voting Convertible
               Preferred Stock

        10.1   Restated Agreement and Plan  Incorporated by reference to
               of Reorganization, as        Form S-2 (File No. 33-44641).
               amended through May 8, 1992,
               between Provident Bancorp,
               Inc. and Merit Savings
               Association

        10.2   Restated Agreement and Plan  Incorporated by reference to
               of Reorganization, as        Form S-2 (File No. 33-44641).
               amended through May 11,
               1992, between Provident
               Bancorp, Inc. and Peoples
               Federal Savings Association
               of Bellevue

        10.3   Third Restated Agreement     Incorporated by reference to
               and Plan of Reorganization,  Form S-2 (File No. 33-44641).
               as amended through April
               30, 1992, between Provident
               Bancorp, Inc. and Suburban
               Federal Savings and Loan
               Association of Covington

        10.4   Agreement and Plan of        Incorporated by reference to
               Reorganization between       Form S-3 (File No. 33-69666).
               Provident Bancorp, Inc.
               and Heritage Savings Bank

        10.5   Second Restated Agreement    Incorporated by reference to
               and Plan of Reorganization,  Form S-2 (File No. 33-44641).
               as amended through May 6,
               1992, between Provident
               Bancorp, Inc. and Thrift
               Savings and Loan Company

<PAGE>
        Number Exhibit Description          Filing Status

               Management Compensatory
               Agreements

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

        10.7   Provident Bancorp, Inc.      Incorporated by reference to
               Retirement Plan (As amended) Form S-8 (File No. 33-90792).

        10.8   Provident Bancorp, Inc.      Incorporated by reference to
               1988 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).

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

        10.10  Provident Bancorp, Inc.      Incorporated by reference to
               1992 Outside Directors'      Form S-8 (File No. 33-51230).
               Stock Option Plan

        10.11  Provident Bancorp, Inc.      Incorporated by reference to
               Restricted Stock Plan        Form S-2 (File No. 33-44641).

        10.12  Provident Bancorp, Inc.      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.
               Bancorp, Inc.

        23     Consent of Independent       Filed herewith.
               Auditors

        27     Financial Data Schedule      Filed herewith.


   (b)  Reports on Form 8-K:

        No  reports  on Form 8-K were filed by Bancorp during the  fourth
        quarter of 1995.
<PAGE>
                              SIGNATURES
                                   
                                   
                                   
      Pursuant  to  the requirements of Section 13 or 15  (d)  of  the
Securities  Exchange  Act of 1934, Provident Bancorp,  Inc.  has  duly
caused  this  report  to be signed on its behalf by  the  undersigned,
thereunto duly authorized.

                                        Provident Bancorp, Inc.


                                               /s/Allen L. Davis

                                                  Allen L. Davis
                                                     President
                                                  March 25, 1996


      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 Bancorp, Inc. and in the capacities and  on  the
dates indicated.

       Signature                Capacity                   Date

/s/Allen L. Davis     Director and President           March 25, 1996
   Allen L. Davis     (Principal Executive Officer)


/s/Philip R. Myers    Director                         March 25, 1996
   Philip R. Myers


/s/Sidney A. Peerless Director                         March 25, 1996
   Sidney A. Peerless


/s/Joseph A. Pedoto   Director                         March 25, 1996
   Joseph A. Pedoto


/s/John R. Farrenkopf Vice President and               March 25, 1996
   John R. Farrenkopf Chief Financial and Accounting
                      Officer (Principal Financial
                      Officer and Principal
                      Accounting Officer)