<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, 1996                                    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 28, 1997, there were 41,014,646  shares  of  the
Registrant's Common Stock outstanding.  The aggregate market  value  of
the  Common  Stock  held by non-affiliates at February  28,  1997,  was
approximately  $673,900,000   (based upon  non-affiliated  holdings  of
18,091,983 shares and a market price of $37.25 per share).

                 Documents Incorporated by Reference:
                                   
      Proxy  Statement  for  the 1997 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                                            4
  ITEM 3.   LEGAL PROCEEDINGS                                     4
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   4

PART II

  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS                           5
  ITEM 6.   SELECTED FINANCIAL DATA                               6
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                   6
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          28
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                  60

PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   60
  ITEM 11.  EXECUTIVE COMPENSATION                               60
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                       60
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       60

PART IV

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
            ON FORM 8-K                                          60

SIGNATURES                                                       64
<PAGE>
                                PART I

ITEM 1.  BUSINESS

Provident Bancorp, Inc.

Provident  Bancorp, Inc. ("Bancorp") is a Cincinnati-based  commercial
banking  and  financial services company which operates  primarily  in
Ohio  and  northern Kentucky. Bancorp recently expanded its operations
to provide financial services on a national scale further reducing its
dependence  upon  a  single geographic region. At December  31,  1996,
Bancorp  had  total  assets of $6.8 billion, total  deposits  of  $4.6
billion and total shareholders' equity of $517 million.

Bancorp  was  incorporated in 1980 for the purpose  of  acquiring  the
Common  Stock  of The Provident Bank ("Provident") owned  by  American
Financial  Group  ("AFG").  At December 31,  1996,  Carl  H.  Lindner,
certain  members  of  his  family and certain entities  controlled  by
and/or established for the benefit of such family members beneficially
owned  approximately  43%  of AFG's and 58% of  Bancorp's  outstanding
voting  Common Stock. Bancorp's executive offices are located  at  One
East Fourth Street, Cincinnati, Ohio 45202 and its telephone number is
(513) 579-2000.

Bancorp  conducts  its banking operations through  Provident  and  The
Provident Bank of Kentucky.

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,  lease,  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  originates  regional  and  national
corporate  loan  and lease transactions that are consistent  with  the
overall  relationship  lending strategy of Bancorp.  At  December  31,
1996, Bancorp's total commercial lending portfolio was $3.4 billion.

Consumer  Banking.  Bancorp offers deposit accounts providing  pricing
incentives  and various levels of services and benefits  depending  on
the  needs  of and balances maintained by the customer. Through  these
accounts,  Bancorp believes it can 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. Bancorp's total consumer lending  portfolio  was
$1.9 billion as of December 31, 1996.

Retail  Distribution.  Bancorp's banking subsidiaries have  72  branch
offices:   57 in the greater Cincinnati area (including 9 in  northern
Kentucky), 12 in the greater Dayton area, 1 in Columbus, Ohio and 2 in
Cleveland, Ohio. Of the 72 branch offices, 20 are located within  food
supermarkets. In addition to the banking centers, Bancorp operates 161
ATMs for customers to perform their banking transactions. Bancorp also
provides a seven day a week, 24 hour a day telephone customer  service
center able to respond to customers' questions or instructions.

                                 -1-
<PAGE>
Other  Operations.   Bancorp  also provides  trust,  custodial,  asset
management and securities brokerage to its customers.

New  Financial  Services.  In recent years, Bancorp has  expanded  its
business in both the financial products it offers and the geographical
area it services. The following is a summary of these expansions:

In  September 1995, Provident Consumer Financial Services ("PCFS"),  a
division  of  Provident,  began  originating,  on  a  national  basis,
nonconforming  consumer  closed  end  home  equity  loans.  Since  its
inception  through year-end 1996, PCFS has originated $390 million  of
these  type  of  loans. During 1996, PCFS securitized  and  sold  $310
million of these mortgages to the secondary market for a pre-tax  gain
of  $24  million. Bancorp also plans to use PCFS's network of  offices
and  brokers  throughout the United States to expand its  business  by
originating conforming mortgage loans.

During mid-1996, Bancorp introduced its MeritValu program which is  an
on-line,  multiple-merchant  frequent shopper  rewards  program  which
supports  cash,  credit card and all other methods of payment  by  the
consumer. The program allows consumers to earn rebates and spend  them
like cash on goods and services at participating merchants, while  the
merchants  benefit from increased sales and customer data information.
As   of  year-end  1996,  the  MeritValu  program  had  68,000  active
cardholders,  supported  by 65 retailers in the  Cincinnati  area.  In
February  1997,  Bancorp announced an agreement to  launch  a  private
label version of MeritValu through the Chambers of Commerce of Greater
Ft.  Lauderdale,  Greater  Miami and Greater  Boca  Raton.  The  three
chambers  of  commerce represent more than 8,000 businesses  in  South
Florida and a corresponding employee base of about 350,000.

In  December  1996,  Bancorp acquired Information Leasing  Corporation
("ILC"),  and its affiliated lease servicing company. ILC  is  a  full
service,  small  ticket  equipment leasing company  which  focuses  on
establishing   strategic  relationships  with  high  volume,   quality
equipment  vendors and customers. ILC, which operates  throughout  the
United  States,  generates  its business  through  contractual  vendor
programs,  master  lease  agreements, and  from  small  ticket  vendor
programs.  ILC  had  over  $110 million  in  assets  at  the  time  of
acquisition.

In  February 1997, Bancorp purchased South Hillsborough Community Bank
("SHCB"),  a $40 million Florida state chartered bank. SHCB has  three
offices  located  in Southeast Hillsborough County,  approximately  20
miles  south of Tampa. This acquisition will allow Bancorp  to  expand
its presence in the Florida market.

Miscellaneous

The   financial   services   business  is  highly   competitive.   The
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.

Bancorp  and  its subsidiaries employed approximately 2,100  employees
equating to approximately 1,900 full-time-equivalent employees.

                                 -2-
<PAGE>
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  and  effective June 1, 1997  will  allow  interstate
branching  by acquisition and consolidation in those states that  have
not  opted  out by that date. As of December 31, 1996, Ohio,  Kentucky
and Florida 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.

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 P  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.

                                 -3-
<PAGE>
Bancorp's  subsidiary  banks  are  "well  capitalized"  and  are   not
prohibited  by  FDICIA  from accepting brokered deposits  or  offering
interest  rates on deposits higher than the prevailing rate  in  their
markets.  As  of  December 31, 1996, Bancorp's  subsidiary  banks  had
brokered deposits (as defined) of $765.5 million.

The monetary policies of regulatory authorities, including the Federal
Reserve,  have a significant effect on the operating results of  banks
and bank holding companies. The nature of future monetary policies and
the  effect  of such policies on the future business and  earnings  of
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
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.  Provident  leases
approximately  123,000  square  feet of  additional  office  space  in
downtown  Cincinnati. Provident owns five buildings in the  Queensgate
area of Cincinnati that contain approximately 196,000 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-
eight.  Bancorp  owns a 3,000 square foot building in which  Provident
Kentucky's  main  office is located in Alexandria,  Kentucky.  Bancorp
also owns the 12,000 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. SHCB owns  one  of  it  branch
locations   and   leases  two.  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.

                                 -4-
<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,  for  the  periods
indicated, the high and low daily closing sales prices as reported  on
NASDAQ  and  the  quarterly  dividends paid  by  Bancorp.  Disclosures
relating  to  Bancorp's Common Stock and per common share  information
have  been adjusted for 3-for-2 common stock splits effective May  24,
1996 and December 19, 1996.
<TABLE>
<CAPTION>
                               1996                            1995
                 Fourth   Third  Second   First  Fourth   Third  Second   First
                 Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
High             $38.00  $29.25  $25.33  $23.33  $21.56  $18.67  $15.78  $15.67
Low               28.83   22.67   22.11   20.67   17.89   15.22   13.83   13.67
Period End Close  34.00   29.25   23.50   22.44   20.89   18.44   15.39   13.67
Cash Dividends      .14     .14     .14     .12     .12     .12     .11     .11
</TABLE>
At February 28, 1997, there were approximately 4,300 holders of record
of Bancorp's Common Stock.

In  1996 and 1995 Bancorp paid dividends on its Common Stock of  $21.4
million  and  $16.4 million and on its Preferred Stock of $.5  million
and  $2.4  million,  respectively.  Bancorp  increased  its  quarterly
dividend  rate  per share from $.14 to $.16 in February 1997.  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 P included in  "Notes
to Consolidated Financial Statements".

On  November  27,  1996, Provident Capital Trust I, a  business  trust
established   by  Bancorp,  issued  $100  million  of  8.60%   Capital
Securities ("Capital Securities") and invested the proceeds thereof in
8.60% Junior Subordinated Debentures ("Debentures") issued by Bancorp.
Along  with  the Debentures, Bancorp issued guarantees on the  Capital
Securities.  These issuances were exempt from registration  under  the
Securities Act of 1933 pursuant to Section 4(2) of that Act. A further
discussion  of  these transactions is provided in Note H  included  in
"Notes to Consolidated Financial Statements".

                                 -5-
<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, 1996.  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,
                                   1996          1995          1994          1993          1992
                                                          (In Thousands)
<S>                              <C>           <C>           <C>           <C>           <C>
Total Interest Income             $520,325      $462,396      $345,829      $286,839      $287,622
Net Interest Income                240,068       202,649       181,958       162,836       145,260
Provision for Loan and
   Lease Losses                     47,000        14,000        12,000        12,000        14,663
Earnings Before Cumulative
   Effect of Changes in
   Accounting Principles            81,200        71,860        57,666        51,272        45,764
Net Earnings                        81,200        71,860        57,666        51,272        43,618

Total Loans and Leases           5,311,448     4,896,076     4,204,538     3,389,888     2,900,761
Total Assets                     6,829,088     6,205,351     5,411,491     4,698,433     3,979,888
Total Deposits                   4,596,480     4,178,551     4,068,649     3,231,627     3,130,054
Long-Term Debt                     949,913       820,083       383,433       275,527        38,643
Total Shareholders' Equity         516,805       432,537       359,351       335,892       296,465
</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  should  be  read in  conjunction  with  the  audited
consolidated financial statements. Average balances reported are based
on daily calculations.

From  time  to  time,  Bancorp may publish forward-looking  statements
relating   to  such  matters  as  anticipated  financial  performance,
business  prospects,  new banking and financial service  products  and
similar matters. The Private Securities Litigation Reform Act of  1995
provides  a  safe harbor for forward-looking statements. In  order  to
comply with the terms of the safe harbor, Bancorp notes that a variety
of  factors could cause its actual results and experiences  to  differ
materially   from  the  anticipated  results  or  other   expectations
expressed   in  its  forward-looking  statements.  These   risks   and
uncertainties include, without limitation, changes in interest  rates,
developments   in  the  economies  served  by  Bancorp,   changes   in
anticipated  credit quality trends and changes in accounting,  tax  or
regulatory practices or requirements.

                                 -6-
<PAGE>
GENERAL

1996

Bancorp  reported  net  earnings for  1996  of  $81.2  million,  which
represented an increase of $9.3 million (13%) over 1995 net  earnings.
Net  interest income increased $37.4 million (18%) while the provision
for  loan  and  lease losses increased $33.0 million. The  significant
increase in the provision for loan and lease losses was the result  of
the  high  level of net charge-offs and the growth in total loans  and
leases  experienced  during 1996. Noninterest income  increased  $42.0
million (74%) primarily due to increases in gain on sales of loans and
leases  and  other  service  charges  and  fees.  Noninterest  expense
increased  $29.5  million (21%) because of increases in  compensation,
professional services, deposit insurance and other expense.

Average net loans and leases increased by $555.6 million (13%) in 1996
over  the  prior  year.  The  majority  of  the  increase  was  within
commercial  and  financial loans and consumer  lease  financing  which
increased $254.3 million (13%) and $208.3 million (84%), respectively.
Asset  quality  ratios  improved in 1996,  with  nonperforming  assets
decreasing  to  .42% of total assets compared to .77%  in  1995.  Both
collections  and  charge-offs  of  loans  were  responsible  for   the
decrease. The ratio of net charge-offs to average loans was  .85%  for
1996 compared to .13% for 1995. A recovery of $5.8 million relating to
one  borrower  which had been charged off in 1991 contributed  to  the
lower  ratio  experienced  in  1995.  While  management  expects  some
improvement  in  the net charge-offs to average loans ratio  in  1997,
management  does  not think it will approach the  ratio  realized  for
1995.

As  noted  above, gain on sales of loans and leases made a significant
contribution to Bancorp's net income during 1996. Of the $31.0 million
gain  recorded  during the year, $24.3 million was realized  from  the
sale  of $312.4 million of residential closed end non-conforming  home
equity  loans originated by PCFS. PCFS's goals include the origination
of  $800 million of this product within the next year and the sale  of
at  least  $100 million each quarter. However, management  notes  that
this  is  a  forward-looking statement and there is no assurance  that
originations or sales of this magnitude can be made or that they  will
generate a net profit at the same rate as realized in 1996.

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 and  lease
losses  increased  $2.0  million (17%). Noninterest  income  increased
$20.5 million (56%) primarily due to increases in gains from the sales
of  loans  and  leases, mortgage loan servicing  rights  and  Heritage
Savings Bank's ("Heritage") deposits and branches. Noninterest expense
increased $19.5 million (16%) because of increases in compensation and
other expense.

                                 -7-
<PAGE>
Average net loans and leases 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 charge-offs  as  a
percentage  of  average  net loans and leases  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 recovery of $11.7 million, which  was  recognized
equally during 1995 and 1994, relating to one borrower.

NET INTEREST INCOME

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

Net  interest  income represents the principal source  of  income  for
Bancorp.  In  1996, 1995 and 1994, net interest income  on  a  taxable
equivalent  basis  was  $240.6  million,  $203.1  million  and  $182.3
million,  respectively, which represented approximately 71%,  78%  and
83%,  respectively,  of  the net revenues (net  interest  income  plus
noninterest income) of Bancorp.

Net interest margin represents net interest income as a percentage  of
total interest earning assets. For 1996, the net interest margin, on a
fully  taxable equivalent basis, was 3.96%, compared to 3.82% in  1995
and 4.10% in 1994. The improvement in net interest margin from 1995 to
1996  reflects the average rate paid on interest bearing  liabilities,
which decreased 29 basis points, more than offsetting the decrease  on
interest earning assets, which decreased 13 basis points. The decrease
in  the overall cost of interest bearing liabilities was primarily due
to  the  decline  in the rate paid on time deposits, which  more  than
offset  an  increase in higher cost liabilities. The decrease  in  the
average rate earned on interest earning assets was principally due  to
a  lower  average rate earned on commercial and financial loans  which
was  partially  offset by an increase in higher yield assets.  Bancorp
enters  into interest rate swap transactions to manage the  impact  of
interest rate moves and interest rate risk. During 1996, interest rate
swaps increased the net interest margin by 23 basis points.

The  decline in the 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 92 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 in 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.  During  1995,
interest  rate  swaps decreased the net interest margin  by  10  basis
points.
                                 -8-
<PAGE>
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%.

TABLE 1:  Net Interest Income, Average Balances and Rates
<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                            1996                     1995                     1994
                                   Average  Income/ Average Average  Income/ Average Average  Income/ Average
                                   Balance  Expense  Rate   Balance  Expense  Rate   Balance  Expense  Rate
                                                             (Dollars in Millions)
<S>                               <C>       <C>      <C>   <C>       <C>      <C>   <C>       <C>      <C>
ASSETS
Interest Earning Assets:
 Loans and Leases (Net of
  Unearned Income):
  Commercial Lending:
   Commercial and Financial       $2,286.2  $212.0   9.27% $2,031.9  $202.1   9.95% $1,652.0  $142.8   8.64%
   Mortgage                          457.6    41.5   9.07     428.7    39.2   9.15     400.1    34.7   8.68
   Construction                      242.1    21.5   8.89     207.3    19.5   9.40     154.8    12.6   8.13
   Lease Financing                   141.5    11.4   8.02     103.1     7.8   7.54      88.0     6.9   7.81
  Consumer Lending:
   Instalment                        972.9    92.4   9.50     945.6    86.0   9.10     862.5    68.6   7.95
   Residential                       460.3    39.0   8.47     487.9    39.2   8.03     504.1    39.8   7.89
   Lease Financing                   457.7    34.3   7.49     249.4    17.8   7.15      57.9     5.1   8.81
    Total Loans and Leases         5,018.3   452.1   9.01   4,453.9   411.6   9.24   3,719.4   310.5   8.35
 Investment Securities:
  Taxable                          1,027.6    67.0   6.52     835.2    49.6   5.94     681.0    33.4   4.91
  Tax-Exempt                          14.3      .9   6.10      10.3      .6   5.79       4.3      .2   4.71
   Total Investment Securities     1,041.9    67.9   6.52     845.5    50.2   5.94     685.3    33.6   4.90
 Federal Funds Sold and Reverse
  Repurchase Agreements               17.9      .9   5.25      18.2     1.0   5.75      42.9     2.1   4.87
Total Earning Assets               6,078.1   520.9   8.57%  5,317.6   462.8   8.70%  4,447.6   346.2   7.78%
Cash and Noninterest 
 Bearing Deposits                    140.8                    146.1                    145.2
Other Assets                         136.3                    112.0                     70.7
 Total Assets                     $6,355.2                 $5,575.7                 $4,663.5
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest Bearing Liabilities:  
 Deposits:
  Demand Deposits                   $253.5     4.9   1.93%   $255.4     5.3   2.08%   $267.4     5.8   2.17%
  Savings Deposits                   578.1    15.7   2.71     645.7    20.2   3.13     755.1    19.6   2.60
  Time Deposits                    2,989.5   172.3   5.76   2,702.5   166.9   6.17   2,026.9    98.8   4.87
   Total Deposits                  3,821.1   192.9   5.05   3,603.6   192.4   5.34   3,049.4   124.2   4.07
 Short-Term Debt:
  Federal Funds Purchased
   and Repurchase Agreements         610.0    32.2   5.27     489.9    28.6   5.85     328.8    13.7   4.16
  Commercial Paper                   143.6     7.9   5.49     141.5     8.4   5.93     116.6     5.4   4.59
  Short-Term Notes Payable             1.7      .1   5.29       1.5      .1   5.57       1.5      .1   3.84
   Total Short-Term Debt             755.3    40.2   5.31     632.9    37.1   5.86     446.9    19.2   4.27
 Long-Term Debt                      775.3    47.2   6.09     457.8    30.2   6.60     399.7    20.5   5.14
Total Interest Bearing Liabilities 5,351.7   280.3   5.24%  4,694.3   259.7   5.53%  3,896.0   163.9   4.21%
Non-Interest Bearing Deposits        398.8                    391.9                    353.1
Other Liabilities                    145.2                     98.4                     67.8
Shareholders' Equity                 459.5                    391.1                    346.6
Total Liabilities and
 Shareholders' Equity             $6,355.2                 $5,575.7                 $4,663.5
Net Interest Income                         $240.6                   $203.1                   $182.3
Net Interest Margin                                  3.96%                    3.82%                    4.10%
Net Interest Spread                                  3.33%                    3.17%                    3.57%
</TABLE>
                                 -9-
<PAGE>
Interest  free  funds (interest earning assets less  interest  bearing
liabilities)  increased $103.1 million (17%)  in  1996  and  increased
$71.8  million  (13%)  in  1995. Such funds, consisting  primarily  of
demand  deposits  and  shareholders' equity, supported  12%  of  total
interest  earning assets in each of the last three years. In preparing
the  net  interest margin table, nonaccrual loan balances are included
in  the  average balances for loans and leases. Loan fees are included
in  loan  and lease income as follows:  1996 - $17.4 million,  1995  -
$18.2 million and 1994 - $15.4 million.

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,
                                               1996 Changes from     1995 Changes from
                                                   1995 Due to           1994 Due to
                                               Volume      Rate      Volume      Rate
                                                             (In Thousands)
<S>                                            <C>       <C>         <C>         <C>
Interest Earned On:
   Loans and Leases:
      Commercial Lending:
         Commercial and Financial              $24,184   $(14,295)   $35,834     $23,462
         Mortgage                                2,632       (345)     2,560       1,934
         Construction                            3,138     (1,093)     4,724       2,167
         Lease Financing                         3,055        522      1,146        (245)
      Consumer Lending:
         Instalment                              2,523      3,843      6,989      10,430
         Residential                            (2,277)     2,088     (1,293)        664
         Lease Financing                        15,559        884     13,857      (1,132)
            Net Loans and Leases                48,814     (8,396)    63,817      37,280
   Investment Securities:
      Taxable                                   12,212      5,175      8,393       7,829
      Tax-Exempt                                   238         33        341          56
   Federal Funds Sold                              (14)       (90)    (1,370)        324
         Total                                  61,250     (3,278)    71,181      45,489
Interest Paid On:
   Demand Deposits                                 (39)      (376)      (255)       (240)
   Savings Deposits                             (1,990)    (2,513)    (3,083)      3,666
   Time Deposits                                16,996    (11,536)    37,815      30,258
      Total Deposits                            14,967    (14,425)    34,477      33,684
   Short-Term Debt:
      Federal Funds Purchased                    6,529     (3,008)     8,188       6,779
      Commercial Paper                             123       (634)     1,284       1,751
      Short-Term Notes Payable                      11         (4)         -          25
         Total Short-Term Debt                   6,663     (3,646)     9,472       8,555
   Long-Term Debt                               19,491     (2,540)     3,275       6,413
         Total                                  41,121    (20,611)    47,224      48,652
Net Interest Income                            $20,129    $17,333    $23,957     $(3,163)
</TABLE>
                                 -10-
<PAGE>
PROVISION FOR LOAN AND LEASE LOSSES

The  provision  for  loan and lease losses was  $47.0  million,  $14.0
million  and  $12.0 million in 1996, 1995 and 1994, respectively.  The
increase  of  $33 million in 1996 over 1995 is due to the increase  in
net  charge-offs from 1995 to 1996 of $36.2 million and the growth  in
total  loans  and  leases  of $415.4 million  (8%)  during  1996.  The
provision for loan and lease losses increased $2.0 million (17%)  from
1994  to  1995  due to increases in total loans and leases  of  $691.5
million  (16%) and nonperforming loans of $35.0 million. The ratio  of
the  loan  loss reserve as a percentage of total loans and leases  has
remained consistent over the last three years. The ratio was 1.26%  at
year-end 1996 compared to 1.23% at year-end 1995 and 1.24% at year-end
1994.

NONINTEREST INCOME

Table  3 details the components of noninterest income and their change
since 1994:

TABLE 3:  Noninterest Income
<TABLE>
<CAPTION>
                                                                                      Percentage
                                                                                  Increase (Decrease)
                                                1996        1995        1994      1996/95    1995/94
                                                       (In Thousands)
<S>                                            <C>         <C>         <C>         <C>       <C>
Service Charges on Deposit Accounts            $21,537     $17,114     $14,891      25.8%      14.9%
Other Service Charges and Fees                  29,328      20,800      15,308      41.0       35.9
Gain on Sales of Loans and Leases               30,955       6,584       1,584     370.2      315.7
Security Gains (Losses)                             96         (86)          -     211.6     (100.0)
Other                                           17,000      12,537       4,682      35.6      167.8
                                               $98,916     $56,949     $36,465      73.7%      56.2%
</TABLE>
Noninterest  income increased $42.0 million (74%) in 1996 compared  to
1995.  Service charges on deposit accounts increased primarily due  to
increased  fee  rates  on  corporate and  consumer  deposit  accounts,
nonsufficient  funds  and  ATM usage. The increase  in  other  service
charges  and  fees  resulted from the recognition of  gains  and  fees
related  to  commercial lending. Gain on sales  of  loans  and  leases
increased  as  a  result of the sale of residential  closed  end  non-
conforming home equity loans by PCFS. Other income increased primarily
as  a  result of the receipt of additional consideration related to  a
loan  that  had been restructured as further discussed  under  "Credit
Risk Management". 

Noninterest  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  and  leases. Other income increased chiefly due to a gain  from
the sale of Heritage's deposits and branches.

                                 -11-
<PAGE>
NONINTEREST EXPENSE

Table 4 details the components of noninterest expense and their change
since 1994:

TABLE 4:  Noninterest Expense
<TABLE>
<CAPTION>
                                                                                      Percentage
                                                                                  Increase (Decrease)
                                                1996        1995        1994      1996/95    1995/94
                                                       (In Thousands)
<S>                                           <C>         <C>         <C>           <C>        <C>
Salaries and Employee Benefits                 $79,830     $69,810     $62,074      14.4%      12.5%
Occupancy                                        9,673       8,931       7,724       8.3       15.6
Professional Services                           11,463       7,335       5,733      56.3       27.9
Deposit Insurance                               10,824       6,168       6,525      75.5       (5.5)
Equipment Expense                               11,348       9,242       7,996      22.8       15.6
Charges and Fees                                 8,583       7,329       5,213      17.1       40.6
Franchise Taxes                                  5,759       4,038       4,295      42.6       (6.0)
Other                                           30,461      25,579      19,326      19.1       32.4
                                              $167,941    $138,432    $118,886      21.3%      16.4%
</TABLE>
Noninterest expense increased $29.5 million (21.3%) for 1996  compared
to  1995.  Salaries and employee benefits, primarily in the  areas  of
commercial and consumer lending, securities brokerage, and information
delivery,  increased  as  a result of merit and  promotion  increases,
increases in incentives and increased personnel. Professional services
increased   primarily  due  to  increases  in  management  consulting,
residential  loan  subservicing and legal expenses.  The  increase  in
deposit  insurance expense was due to the one time assessment of  $8.2
million  for  the capitalization of the Savings Association  Insurance
Fund. Equipment expense increased primarily due to the depreciation of
expanded  telebanking  and  computer  equipment.  Increases  in   loan
origination  expense  and  credit card  processing  were  the  primary
reasons  for  the  increase  in  charges  and  fees.  Franchise  taxes
increased  primarily due to the increase in net worth of  Bancorp  and
adjustments made to estimates during 1995 and 1996. Marketing expense,
primarily for the MeritValu Frequent Shopper Program, was the  primary
reason for the increase in other expense.

Noninterest expense increased $19.5 million (16%) for 1995 compared to
1994.  Salaries and employee benefits 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 expense.

                                 -12-
<PAGE>
INCOME TAXES

The  effective tax rates for 1996, 1995 and 1994 were 34.5%, 32.9% and
34.1%,  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.

INVESTMENT SECURITIES

Investment securities represented approximately 17% of average earning
assets in 1996, compared to 16% in 1995 and 15% in 1994. 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,
                                                        1996         1995         1994
                                                               (In Thousands)
<S>                                                  <C>            <C>          <C>
Held to Maturity:
  U.S. Treasury and Federal Agency Debentures                $-           $-         $842
  State and Political Subdivisions                            -            -            -
  Mortgage-Backed Securities                                  -            -            -
  Asset-Backed Securities                                     -            -            -
  Other Securities                                            -            -       30,857
    Total Held to Maturity                                    -            -       31,699
Available for Sale:
  U.S. Treasury and Federal Agency Debentures            83,307      191,445      148,991
  State and Political Subdivisions                        5,270            -            -
  Mortgage-Backed Securities                            659,144      629,902      493,524
  Asset-Backed Securities                               200,071       60,000          178
  Other Securities                                       78,992       74,647       36,617
    Total Available for Sale                          1,026,784      955,994      679,310
      Total Securities                               $1,026,784     $955,994     $711,009
<CAPTION>
                                                          Market Value at December 31,
                                                        1996          1995         1994
                                                                (In Thousands)
<S>                                                  <C>            <C>          <C>
Held to Maturity:
  U.S. Treasury and Federal Agency Debentures                $-           $-         $842
  State and Political Subdivisions                            -            -            -
  Mortgage-Backed Securities                                  -            -            -
  Asset-Backed Securities                                     -            -            -
  Other Securities                                            -            -       30,857
    Total Held to Maturity                                    -            -       31,699
Available for Sale:
  U.S. Treasury and Federal Agency Debentures            83,741      191,460      145,337
  State and Political Subdivisions                        5,270            -            -
  Mortgage-Backed Securities                            663,025      633,714      475,028
  Asset-Backed Securities                               200,160       59,892          176
  Other Securities                                       80,711       74,838       33,680
    Total Available for Sale                          1,032,907      959,904      654,221
      Total Securities                               $1,032,907     $959,904     $685,920
</TABLE>
                                 -13-
<PAGE>
Table  6  shows the December 31, 1996, maturities and weighted average
yields  for  investment securities. Yields on equity securities  which
comprise  the fixed rate, due after 10 years classification  of  other
securities have been omitted from the table. A 35% tax rate  was  used
in computing the tax equivalent yield adjustment. The yields shown are
calculated  based on original cost and effective yields  weighted  for
the  scheduled maturity of each security. Mortgage-backed  and  asset-
backed  securities are assigned to maturity categories based on  their
estimated average lives.

TABLE 6:  Investment Securities Yields and Maturities
<TABLE>
<CAPTION>
                                                Fixed Rate                 Floating Rate
                                                                                  Weighted
                                                       Weighted                   Average
                                                       Average                    Yield On
                                         Amortized     Yield To     Amortized     Current
                                           Cost        Maturity       Cost      Coupon Rates
                                                            (In Thousands)
<S>                                       <C>               <C>      <C>                <C>
U.S. Treasury and Federal Agency
  Debentures:
    Due in one year or less                $22,103           5.72%       $450           4.06%
    Due after 1 through 5 years             60,754           6.18           -              -
    Due after 5 through 10 years                 -              -           -              -
    Due after 10 years                           -              -           -              -
      Total                                $82,857           6.06%       $450           4.06%

State and Political Subdivisions:
    Due in one year or less                     $-              -%         $-              -%
    Due after 1 through 5 years              5,270           6.15           -              -
    Due after 5 through 10 years                 -              -           -              -
    Due after 10 years                           -              -           -              -
      Total                                 $5,270           6.15%         $-              -%

Mortgage-Backed Securities:
    Due in one year or less                $44,576           7.16%     $6,750           6.16%
    Due after 1 through 5 years            209,409           6.94     329,326           6.51
    Due after 5 through 10 years             9,308           7.44      42,957           6.33
    Due after 10 years                       1,612          10.49      15,206           6.32
      Total                               $264,905           7.01%   $394,239           6.48%

Asset-Backed Securities:
    Due in one year or less                     $-              -%         $-              -%
    Due after 1 through 5 years                  -              -     200,071           5.72
    Due after 5 through 10 years                 -              -           -              -
    Due after 10 years                           -              -           -              -
      Total                                     $-              -%   $200,071           5.72%

Other Securities:
    Due in one year or less                     $-              -%       $250           7.76%
    Due after 1 through 5 years                  1          11.37         445           7.89
    Due after 5 through 10 years                 -              -         300           6.70
    Due after 10 years                      77,996              -           -              -
      Total                                $77,997          11.37%       $995           7.50%
</TABLE>
Bancorp  executes  interest  rate  swaps  to  convert  floating   rate
investment  securities to a fixed rate. At December 31, 1996,  Bancorp
had  $500  million  in fixed receive swaps of which $200  million  are
callable  by  the  counterparty. The weighted  average  pay  rate  and
receive  rate on the $500 million interest rate swaps were  5.67%  and
6.35%, respectively, as of year-end.

                                 -14-
<PAGE>
LOANS AND LEASES

Average  net loans and leases were approximately 81% and 83% of  total
average  earning  assets in 1996 and 1995, respectively.  Average  net
loans  and  leases increased $555.6 million (13%) in 1996  over  1995.
Increases  in  commercial and financial loans of $254.3 million  (13%)
and  consumer lease financing of $208.3 million (84%) were the primary
reasons   for   the  increase  in  loans  and  leases.   Additionally,
significant  loan origination activity is not fully reflected  in  the
average or ending loan balances due to the sale and securitization  of
residential  loans  during  1996. Bancorp does  not  have  a  material
exposure to foreign loans, energy loans or agricultural loans. Table 7
shows loans and leases outstanding at period end by type of loan:

TABLE 7:  Loan and Lease Portfolio Composition
<TABLE>
<CAPTION>
                                                          December 31,
                              1996            1995            1994            1993            1992
                            $       %       $       %       $       %       $       %       $       %
                                                      (Dollars in Millions)
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Commercial Lending:
 Commercial and Financial 2,405    45.8   2,251    46.5   1,878    45.2   1,487    44.4   1,219    42.5
 Mortgage                   476     9.1     449     9.3     420    10.1     398    11.9     263     9.2
 Construction               284     5.4     266     5.5     172     4.2     140     4.2     130     4.5
 Lease Financing            239     4.6     129     2.7     110     2.6     101     3.0      63     2.2
Consumer Lending:
 Instalment                 924    17.6   1,001    20.7     931    22.4     764    22.8     597    20.9
 Residential                392     7.5     466     9.6     508    12.2     500    14.9     629    21.9
 Lease Financing            592    11.3     334     6.9     186     4.5       -       -       -       -
  Total Loans and Leases  5,312           4,896           4,205           3,390           2,901
Reserve for Loan and
 Lease Losses               (67)   (1.3)    (60)   (1.2)    (52)   (1.2)    (41)   (1.2)    (35)   (1.2)
                          5,245   100.0   4,836   100.0   4,153   100.0   3,349   100.0   2,866   100.0
</TABLE>
Table  8  shows  the composition of the commercial and financial  loan
category by industry type at December 31, 1996:

TABLE 8:  Commercial and Financial Loans

                                                             Amount on
Type                                  Amount        %       Nonaccrual
                                            (Dollars in Millions)
Construction                            $81.4        3            $1.2
Manufacturing                           527.3       22             3.7
Transportation / Utilities              173.5        7             3.5
Wholesale Trade                         190.0        8             2.2
Retail Trade                            235.3       10              .6
Finance & Insurance                     106.4        4              .5
Real Estate Operators / Investment      300.4       12              .6
Service Industries                      379.5       16              .3
Automobile Dealers                      110.3        5               -
Other (1)                               300.8       13             1.6
                                     $2,404.9      100           $14.2

(1)  Includes various kinds of loans, such as small business loans and
     loans with balances under $100,000.

                                 -15-
<PAGE>
Table  9 shows the composition of commercial mortgage and construction
loans by loan and property type at December 31, 1996:

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                     $-     $-     $68.0   $34.0      $3.0     $-   $105.0         $-
Office / Warehouse              -      -      84.9    42.0      26.9    2.8    156.6          -
Residential Development         -      -       3.8    80.5      13.7    5.8    103.8         .2
Shopping Centers                -      -     123.1    42.0      13.0      -    178.1          -
Land                            -      -      24.0    20.2       0.3      -     44.5          -
Industrial Plants               -      -       7.5       -       2.3    5.5     15.3          -
Hotel / Motel / Restaurants  14.2   18.0       0.9     0.6         -      -     33.7          -
Healthcare Facilities         4.2      -       0.3       -         -      -      4.5          -
Auto Sales & Service            -      -      11.9     4.8       7.0      -     23.7          -
Churches                        -      -       3.1     1.4       7.9      -     12.4          -
Mobile Home Parks               -      -       5.9     2.0         -      -      7.9          -
Other Commercial Properties     -      -      42.6    24.1       7.4      -     74.1          -
                            $18.4  $18.0    $376.0  $251.6     $81.5  $14.1   $759.6        $.2
</TABLE>
At   December  31,  1996  and  1995,  the  amount  of  first  mortgage
residential  loans  that  were  considered  available  for  sale   was
immaterial.

Loans  outstanding at December 31, 1996, 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               $1,145,871      $888,353    $370,666    $2,404,890
Commercial Construction                    28,528         2,747     252,398       283,673
Residential Construction                      179           284       8,591         9,054
   Total                               $1,174,578      $891,384    $631,655    $2,697,617

Loans Due After One Year:
  At predetermined interest rates                                                $426,304
  At floating interest rates                                                    1,096,735
</TABLE>
CREDIT RISK MANAGEMENT

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

                                 -16-
<PAGE>
Table  11  shows  selected information relating  to  Bancorp's  loans,
leases and reserves for loan and lease losses:

TABLE 11:  Reserve For Loan and Lease Losses
<TABLE>
<CAPTION>
                                                               December 31,
                                       1996          1995          1994          1993          1992
                                                          (Dollars in Thousands)
<S>                                 <C>           <C>           <C>           <C>           <C>
Daily Average Net Loans
 and Leases Outstanding             $4,952,841    $4,397,275    $3,673,803    $3,056,470    $2,790,168

Reserve for Loan and Lease
 Losses at Beginning of Period         $60,235       $51,979       $40,542       $35,144       $30,821
Provision Charged to Expense            47,000        14,000        12,000        12,000        14,663
Acquired Reserves                        1,373             -             -           737             -
Other                                        -             -             -             -           238
Loans and Leases Charged Off:
 Commercial Lending:
  Commercial and Financial              17,236         5,096         2,979         3,535         3,414
  Mortgage                               1,945            94           904           752         4,284
  Construction                               -             -             -             -             -
  Lease Financing                            -             -             -             -             -
 Consumer Lending:
  Instalment                            24,342         8,232         5,564         4,549         4,226
  Residential                              199           127           125           102           560
  Lease Financing                        3,087           647             -             -             -
      Total Charge-Offs                 46,809        14,196         9,572         8,938        12,484

Recoveries:
 Commercial Lending:
  Commercial and Financial                 619         6,238         6,614            44           373
  Mortgage                                 333           121           552           165            70
  Construction                               -             -             -             -             -
  Lease Financing                           14             -             -             -             -
 Consumer Lending:
  Instalment                             3,490         1,994         1,806         1,345         1,430
  Residential                               36            13            37            45            33
  Lease Financing                          402            86             -             -             -
      Total Recoveries                   4,894         8,452         9,009         1,599         1,906
Net Loans and Leases
 Charged Off                            41,915         5,744           563         7,339        10,578
Reserve for Loan and Lease
 Losses at End of Period               $66,693       $60,235       $51,979       $40,542       $35,144
Net Charge-Offs to Average
 Net Loans and Leases                      .85%          .13%          .02%          .24%          .38%
</TABLE>
Loans  and  leases are charged off against the reserve when  they  are
determined   to  be  uncollectible.  Instalment  and  commercial   and
financial  loans  account for most of the increase in net  charge-offs
during  1996. Instalment charge-offs increased primarily  in  indirect
auto  loans, where inadequate risk adjusted yields are resulting in  a
declining portfolio, and in the credit card portfolio.  Six commercial
and  financial loans, primarily in the retail segment,  totaled  $15.1
million  in  charge-offs. 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 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.

                                 -17-
<PAGE>
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
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. Provident sold 375,000 shares and 225,000  shares
of  common  stock  during  1996 and 1995, respectively.  The  proceeds
received  from  the sales resulted in $6.6 million being  recorded  as
other noninterest income during 1996 and $3.1 million and $0.4 million
being   recorded   as  loan  loss  recoveries  and  interest   income,
respectively,  during  1995. As of December  31,  1996,  Bancorp  owns
493,308  shares  of  common stock and common stock equivalents,  along
with the stock warrant. The stock and stock warrant are recorded at  a
nominal amount on Bancorp's balance sheet.

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

TABLE 12:  Allocation of Reserve For Loan and Lease Losses
<TABLE>
<CAPTION>
                                                       December 31,
                                     1996       1995       1994       1993       1992
                                                      (In Thousands)
<S>                                <C>        <C>        <C>        <C>
Commercial Lending:
 Commercial and Financial          $28,053    $26,280    $22,031    $17,379    $15,575
 Mortgage                            3,993      3,774      3,493      2,993      2,279
 Construction                        4,969      4,824      3,886      3,522      3,915
 Lease Financing                     4,004      1,543      1,355        889        783
                                    41,019     36,421     30,765     24,783     22,552

Consumer Lending:
 Instalment                         17,616     18,683     17,821     14,664     11,180
 Residential                           718        958      1,071      1,095      1,412
 Lease Financing                     7,340      4,173      2,322          -          -
                                    25,674     23,814     21,214     15,759     12,592

                                   $66,693    $60,235    $51,979    $40,542    $35,144
</TABLE>
Management  considers  the present allowance  to  be  appropriate  and
adequate  to  cover  losses inherent in the loan and  lease  portfolio
based  on  the current economic environment. However, future  economic
changes  cannot  be  predicted. Deterioration in  economic  conditions
could  result in an increase in the risk characteristics of  the  loan
and  lease  portfolio and an increase in the provision  for  loan  and
lease losses.
                                 -18-
<PAGE>
Table 13 presents a summary of various indicators of credit quality:

TABLE 13:  Credit Quality
<TABLE>
<CAPTION>
                                                              December 31,
                                1996             1995             1994             1993             1992
                             $        %       $        %       $        %       $        %       $        %
                                                          (Dollars In Thousands)
<S>                        <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>
Nonperforming Assets
Nonaccrual Loans (1):
 Commercial Lending:
  Commercial & Financial   14,164    49.7   26,190    54.7    2,973    28.0   10,740    39.7   11,289    27.7
  Mortgage                    103      .4    6,716    14.0    1,869    17.6    3,861    14.3    6,459    15.9
  Construction                 71      .2       78      .2       78      .7      554     2.0      454     1.1
  Lease Financing           3,973    13.9    2,605     5.4        -       -        -       -        -       -
                           18,311    64.2   35,589    74.3    4,920    46.3   15,155    56.0   18,202    44.7

 Consumer Lending:
  Instalment                    -       -      230      .5        -       -      276     1.0      782     1.9
  Residential               2,805     9.8    1,678     3.5    1,396    13.2    2,344     8.7    6,277    15.4
  Lease Financing               -       -        -       -        -       -        -       -        -       -
                            2,805     9.8    1,908     4.0    1,396    13.2    2,620     9.7    7,059    17.3

  Total Nonaccrual Loans   21,116    74.0   37,497    78.3    6,316    59.5   17,775    65.7   25,261    62.0

Renegotiated Loans (2)        786     2.8    4,753     9.9      961     9.1      408     1.5      125      .3
  Total Nonperforming
   Loans                   21,902    76.8   42,250    88.2    7,277    68.6   18,183    67.2   25,386    62.3

Other Real Estate and
 Equipment Owned:
  Commercial                6,102    21.4    3,714     7.8      714     6.8    3,679    13.6    9,175    22.5
  Closed Bank Branches          -       -      189      .4      311     2.9      348     1.3    1,111     2.7
  Residential                 475     1.7      468     1.0      350     3.3    2,140     7.9    2,151     5.3
  Multifamily                   -       -      594     1.2    1,094    10.3      676     2.5      786     2.0
  Land                         15      .1      663     1.4      857     8.1    2,019     7.5    2,113     5.2
                            6,592    23.2    5,628    11.8    3,326    31.4    8,862    32.8   15,336    37.7

  Nonperforming Assets     28,494   100.0   47,878   100.0   10,603   100.0   27,045   100.0   40,722   100.0

Loans 90 Days Past Due -
 Still Accruing            18,751           26,578            4,673            2,715            1,476

Loan and Lease Loss
 Reserve as a Percent of:
  Total Loans and Leases             1.26             1.23             1.24             1.20             1.21
  Nonperforming Loans              304.51           142.57           714.29           222.97           138.44
  Nonperforming Assets             234.06           125.81           490.23           149.91            86.30
Nonperforming Loans as a
 Percent of Total Loans
 and Leases                           .41              .86              .17              .54              .88
Nonperforming Assets as a
 Percent of:
  Total Loans, Leases and
   Other Real Estate and
   Equipment                          .54              .98              .25              .80             1.40
  Total Assets                        .42              .77              .20              .58             1.02
<FN>
(1) Bancorp generally stops accruing interest on loans and leases when the payment of principal and/or
    interest is past due 90 days or more.
(2) Loans renegotiated to provide a reduction or deferral of interest or principal because of a deterioration
    in the financial position of the borrower.
</TABLE>
Nonperforming  assets decreased $19.4 million during 1996.  Nonaccrual
loans decreased $16.4 million during 1996. Significant activity within
nonaccrual  loans included the addition of three loans  totaling  $9.6
million,  the  charge-off of five loans totaling  $11.1  million,  the
transfer of two loans to other real estate and equipment totaling $6.6
million  and  two  loans  being  brought  current  and  removed   from
nonaccrual status for $8.2 million. Renegotiated loans decreased  $4.0
million primarily due to the sale of one loan.

                                 -19-
<PAGE>
Nonperforming  assets increased $37.3 million during 1995.  Nonaccrual
loans increased $31.2 million during 1995, primarily due to four loans
being  placed  on  nonaccrual  status.  Renegotiated  loans  increased
principally due to one 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.

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 1996 with respect to these loans
was  $499,000  compared to $2,323,000 that would have been  recognized
had  the  loans  remained current in accordance  with  their  original
terms.

Of  the  $21.1  million  in nonaccrual loans  at  December  31,  1996,
management estimates approximately $3.9 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  and leases that  were  classified  by  bank
examiners.  The  lists also include loans and leases  where  potential
borrower  problems may raise concern about the ability of the borrower
to  comply  with  the present loan repayment terms.  These  loans  and
leases,  while not nonperforming or necessarily expected to result  in
losses, are considered in need of closer monitoring. The loss exposure
report  is  prepared  monthly  and  updates  loan  and  lease  balance
information  and  loss  estimates from the previous  lists.  The  loss
exposure report also includes other real estate owned balances and any
loss exposure involving other real estate.

The   year-end   1996  lists  and  loss  exposure   reports   included
approximately $37.6 million of loans and leases that were current, but
which due to the possible credit problems of such borrowers that  were
known by management or other factors, were considered to be in need of
closer monitoring. Through an ongoing monitoring process, the value of
the  collateral  securing  these loans and  leases  is  analyzed  each
quarter  to determine loss potential. A review of pertinent  loan  and
lease   information,  including  borrower  financial  statements   and
collateral  appraisals,  determined that  loans  and  leases  with  an
aggregate  principal amount of approximately $14.2  million  had  some
loss  potential. The loss potential was estimated to be  approximately
$7.0  million.  In  determining this estimate, collateral  values  are
carefully  examined  on  an  ongoing basis. Management  considers  the
present  reserve  for  loan and lease losses of $66.7  million  to  be
appropriate and adequate to cover the estimated losses in the  lending
portfolio.

                                 -20-
<PAGE>
DEPOSITS

Average  total interest bearing deposits increased 6% during  1996  to
$3.8  billion  after  increasing 18%  during  1995  to  $3.6  billion.
Increases in brokered deposits and public fund time deposits were  the
primary  reasons  for the increase in interest bearing  deposits.  For
1996 and 1995, average total interest bearing deposits represented 71%
and  77%,  respectively,  of  average  interest  bearing  liabilities.
Bancorp does not have a material amount of foreign deposits. Table  14
presents a summary of period end deposit balances:

TABLE 14:  Deposits
<TABLE>
<CAPTION>
                                                                     December 31,
                                                               1996      1995      1994
                                                                    (In Millions)
<S>                                                           <C>       <C>       <C>
Noninterest Bearing                                             $554      $524      $452
Interest Bearing Demand Deposits                                 273       263       273
Savings Deposits                                                 559       625       712
Certificates of Deposit Less than $100,000                     1,792     1,575     1,530
Certificates of Deposit of $100,000 or More                    1,418     1,192     1,102
                                                              $4,596    $4,179    $4,069
</TABLE>
At  December 31, 1996, the maturities of deposits of $100,000 or  more
are as follows (In Millions):

         3 months or less                            $327
         Over 3 through 6 months                      325
         Over 6 through 12 months                     119
         Over 12 months                               647
            Total                                  $1,418

Included  in Certificates of Deposit ("CD's") of $100,000 or  more  at
December  31,  1996,  1995  and 1994 are  brokered  deposits  of  $765
million, $752 million and $694 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. 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, 1996, Bancorp had $356 million of  callable
CD's.

BORROWED FUNDS

Borrowed  funds  are an important source of funds to  support  earning
assets.  In  1996,  average short-term debt increased  $122.4  million
(19%),  while  average long-term debt increased $317.5 million  (69%).
The  increase  in the average balance for federal funds purchased  and
repurchase  agreements  was the primary reason  for  the  increase  in
average  short-term  debt in 1996. The issuance  of  $300  million  in
medium-term bank notes in December 1995 was the primary reason for the
increase in average long-term debt in 1996.

                                 -21-
<PAGE>
In  November 1996, Provident Capital Trust I (the "Trust") was  formed
for   the  purpose  of  issuing  $100  million  of  preferred  capital
securities  ("Capital  Securities").  The  Capital  Securities,  which
qualify as Tier 1 capital for bank regulatory purposes, have a  stated
rate  of  8.6% and mature on December 1, 2026. The proceeds  from  the
Capital Securities became part of Bancorp's general funds for  use  in
its  business. For financial reporting purposes, the accounts  of  the
Trust  are  included  in  the  consolidated  financial  statements  of
Bancorp,  with  the Capital Securities being classified  as  long-term
debt and its related distributions classified as interest on long-term
debt.

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.

CAPITAL RESOURCES

Total  stockholders' equity at December 31, 1996 and 1995  was  $516.8
million  and  $432.5  million,  respectively.  The  increase  in   the
stockholders'  equity  during 1996 was primarily  the  result  of  net
income exceeding dividends paid for the year.

The  following  table reflects various measures  of  capital  and  its
performance for the past three years:

TABLE 15:  Return on Equity and Assets

                                              1996      1995      1994

Net Earnings to Average Assets                1.28%     1.29%     1.24%
Net Earnings to Average Total Equity         17.67     18.37     16.64
Average Total Equity to Average Assets        7.23      7.02      7.43
Common Dividend Payout to Net Earnings       26.40     22.78     25.47
Preferred Dividend Payout to Net Earnings      .66      3.39      5.15

Cash  dividend  payout is continually reviewed by management.  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.  Bancorp declared  two  common  dividend  rate
increases during 1996. In April 1996, the quarterly dividend rate  was
increased from $.122 to $.140 per share beginning with second  quarter
dividend  payments. In December 1996, Bancorp announced the  quarterly
dividend  rate  will  be  raised to $.160  per  share  beginning  with
dividend  payments  made in 1997. Bancorp also  increased  the  common
dividend rate during 1994 and 1995 by $.013 and $.011, respectively.

                                 -22-
<PAGE>
Over the past two years, the preferred dividend payout to net earnings
ratio  has  decreased significantly due to two events. First,  Bancorp
elected in the fourth quarter of 1994 to change the preferred dividend
rate  to  a  rate  equivalent to that paid on  its  Common  Stock,  as
permitted by the terms of the preferred stock. Second, fewer shares of
the  preferred stock are outstanding as 301,146 shares  were converted
into 4,234,865 shares of Common Stock in December 1995. As of December
31,  1996,  70,272 shares of D Preferred remain outstanding  which  is
convertible into 988,200 shares of Common Stock.

Bancorp's  capital  expenditure program in recent years  has  included
expansion   and  improvement  in  the  branch,  ATM,  and  telebanking
networks, and improvements to data processing capabilities of Bancorp.
Capital  expenditures for 1997 are estimated to  be  approximately  $9
million   and   include  the  purchase  or  construction   of   system
applications, data processing equipment, ATMs and branches. 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 with other banks. Additional sources of  liquidity
include the sale of investment securities classified as available  for
sale  and  the  sale  of  commercial and consumer  loans  and  leases.
Provident  sold  $469.3 million of residential mortgage  loans  during
1996. Another source for providing liquidity is the generation of  new
deposits. Total deposits increased by 10% during 1996 to $4.6 billion.
Bancorp  may  borrow  both  short-term and  long-term  funds.  Bancorp
obtained $228.4 million in long-term borrowings during 1996 and has an
additional  $688.1 million available for borrowing under a medium-term
bank  note program. Approximately $67.1 million of long-term  debt  is
due to be repaid during 1997.

Although no significant capital expenditures are expected for  Bancorp
on  a  parent-only basis (the "Parent") during 1997, the Parent  still
has  liquidity needs. The Parent's primary liquidity needs will be the
payment  of dividends to its preferred and common shareholders,  funds
for  activity within commercial paper and interest payments  on  long-
term  debt. The major source of liquidity for the Parent is  dividends
paid  to it by its subsidiaries. The Parent received dividends of  $25
million in 1996, $23 million in 1995 and $26 million in 1994 from  its
subsidiaries. The maximum amount available for dividends that  may  be
paid  in  1997  to  the  Parent  by  Provident  without  approval   is
approximately  $96.1  million, plus 1997 net  earnings.  Dividends  of
approximately $3.8 million plus 1997 net earnings may be paid in  1997
by Provident Kentucky. Management believes that amounts available from
the  banking  subsidiaries will be sufficient  to  meet  the  Parent's
liquidity  requirements in 1997. 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

                                 -23-
<PAGE>
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 P, 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, 1996, the  Parent
had  $175 million and $40 million in lines of credit with unaffiliated
banks  to  support commercial paper borrowings of $139.7  million  and
other  general  obligations, respectively. As of  February  28,  1997,
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, 1996, approximately $2.1 billion
in  interest  rate swaps held by Bancorp essentially convert  a  fixed
rate  of  interest  into a shorter repricing frequency.  Approximately
$1.6 billion are pay variable receive fixed swaps used to convert  the
interest  rate  sensitivity of long-term fixed rate deposit  and  debt
liabilities  to a floating interest rate based on LIBOR. Bancorp  also
employs $500 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 $32 million of pay fixed receive variable rate  swaps  at
December 31, 1996.

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. Generally, Bancorp requires
bilateral collateral agreements as a technique to reduce credit  risk.
These  bilateral  collateral agreements have threshold  credit  limits
above  which  investment securities must be pledged as collateral  for
the  mark-to-market. At December 31, 1996, Bancorp pledged  investment
securities with a carrying value of $4.4 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.

At  December 31, 1996, 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.

                                 -24-
<PAGE>
The  following  table  shows the composition  of  interest  rate  swap
agreements as of December 31, 1996:

TABLE 16: Interest Rate Swap Agreement Maturities
<TABLE>
<CAPTION>
                                   1997        1998        1999        2000     Thereafter     Total
                                                 (Dollars in Millions)
<S>                                 <C>         <C>         <C>         <C>         <C>       <C>
Pay fixed receive variable
  Notional Amount                    $12          $-          $1          $8         $11         $32
  Average Receive Rate              5.54%          -        5.56%       7.20%       8.25%       6.83%
  Average Pay Rate                  6.54%          -        7.86%       6.91%       8.59%       7.36%
Pay variable receive fixed
  Notional Amount                   $622        $160        $301        $398        $621      $2,102
  Average Receive Rate              6.02%       5.56%       6.71%       6.08%       6.82%       6.33%
  Average Pay Rate                  5.64%       5.61%       5.63%       5.63%       5.59%       5.62%
Totals
  Notional Amount                   $634        $160        $302        $406        $632      $2,134
  Average Receive Rate              6.01%       5.56%       6.70%       6.10%       6.85%       6.34%
  Average Pay Rate                  5.66%       5.61%       5.64%       5.65%       5.64%       5.65%
</TABLE>
The  changes  in  interest rate swap agreements for  the  years  ended
December 31 were as follows:
                                                   1996           1995
                                                     (In Millions)
Beginning Notional Amount                        $1,802         $1,556
New Contracts                                       729          1,004
Matured / Terminated Contracts                     (397)          (758)
Ending Notional Amount                           $2,134         $1,802

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, 1996, 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,  1996,
Bancorp's positions in matched customer interest rate caps were $146.8
million in notional principal amount.

Interest  rate  swaps increased the net interest margin  by  23  basis
points  in 1996, decreased the net interest margin by 10 basis  points
in  1995, and increased the net interest margin by 13 basis points  in
1994.

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, 1996, Bancorp's
interest rate sensitivity position was within established guidelines.
                                 -25-
<PAGE>
Bancorp  develops forecasts and assumptions as to deposit  growth  and
mix,  loan  growth  and mix, deposit and loan pricing  spreads,  early
repayment of assets and early redemption of liabilities. The resulting
impact  on  net  interest  income is then evaluated,  given  potential
changes in interest 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, 1996, 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  M  of  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,  1996, management assessed its  gap  position  as  a
liability  sensitivity  of  approximately 12%  through  the  12  month
cumulative  period. A liability sensitivity implies  potential  margin
compression  in  a  rising  rate  environment,  and  potential  margin
expansion in a falling rate environment.

                                 -26-
<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 and Leases                             $2,773       $659   $1,586     $293     $5,311
Investments Securities                          612         59      198      164      1,033
Federal Funds Sold and Reverse
 Repurchase Agreements                           71          -        -        -         71
    Total Interest Earning Assets             3,456        718    1,784      457      6,415

Interest Bearing Liabilities:
Deposits                                      1,173      1,524    1,010      335      4,042
Short-Term Debt                                 600          -        -        -        600
Long-Term Debt                                  177         32      385      356        950
  Total Interest Bearing Liabilities          1,950      1,556    1,395      691      5,592

Interest Rate Swaps                          (1,880)       419      948      513          -

Interest Sensitivity Gap                      $(374)     $(419)  $1,337     $279       $823

Cumulative Interest Sensitivity Gap                      $(793)    $544     $823

Cumulative Gap as a Percent of
  Earning Assets                                          (12%)       8%      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 noninterest 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.

                                 -27-
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    INDEX TO FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors                  29

Financial Statements:

Provident Bancorp, Inc. and Subsidiaries
    Consolidated Balance Sheets                                     30
    Consolidated Statements of Earnings                             31
    Consolidated Statements of Changes in Shareholders' Equity      32
    Consolidated Statements of Cash Flows                           33
    Notes to Consolidated Financial Statements                      34

Supplementary Data:

Quarterly Consolidated Results of Operations (unaudited)            59

                                 -28-
<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,  1996  and
1995, 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, 1996. 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,  1996 and 1995, and the consolidated  results  of  their
operations  and their cash flows for each of the three  years  in  the
period  ended December 31, 1996, in conformity with generally accepted
accounting principles.



                                             ERNST & YOUNG LLP




Cincinnati, Ohio
January 13, 1997

                                 -29-
<PAGE>
<TABLE>
                       PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                (Dollars in Thousands)
<CAPTION>
                                                                      December 31,
                                                                  1996          1995
<S>                                                            <C>           <C>
                            ASSETS
Cash and Noninterest Bearing Deposits                            $208,097      $213,594
Federal Funds Sold and Reverse Repurchase
  Agreements                                                       70,650             -
Investment Securities Available for Sale
  (amortized cost - $1,026,784 and $955,994)                    1,032,907       959,904
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                                    2,404,890     2,250,542
    Mortgage                                                      475,882       448,906
    Construction                                                  283,673       266,354
    Lease Financing                                               239,064       128,686
  Consumer Lending:
    Instalment                                                    924,561     1,000,940
    Residential                                                   391,615       466,422
    Lease Financing                                               591,763       334,226
      Total Loans and Leases                                    5,311,448     4,896,076
    Reserve for Loan and Lease Losses                             (66,693)      (60,235)
      Net Loans and Leases                                      5,244,755     4,835,841
Premises and Equipment                                            145,641        90,976
Other Assets                                                      127,038       105,036
                                                               $6,829,088    $6,205,351

             LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                          $554,262      $523,631
    Interest Bearing                                            4,042,218     3,654,920
      Total Deposits                                            4,596,480     4,178,551
  Short-Term Debt                                                 599,540       637,240
  Long-Term Debt                                                  949,913       820,083
  Accrued Interest and Other Liabilities                          166,350       136,940
      Total Liabilities                                         6,312,283     5,772,814
Shareholders' Equity:
  Preferred Stock, 5,000,000 Shares Authorized:
    Series D, 70,272 Issued                                         7,000         7,000
  Common Stock, No Par Value, $.30 Stated Value:
    60,000,000 Shares Authorized, 40,655,916 and
    39,474,925 Issued                                              11,973        11,703
  Capital Surplus                                                 160,586       137,313
  Retained Earnings                                               326,599       265,017
  Reserve for Retirement of Capital  Securities                     6,667         9,000
  Treasury Stock, 2,534 Shares in 1995                                  -           (38)
  Unrealized Gain on Marketable Securities
    (net of deferred income tax)                                    3,980         2,542
      Total Shareholders' Equity                                  516,805       432,537
                                                               $6,829,088    $6,205,351
</TABLE>                               
See notes to consolidated financial statements.
                                 -30-
<PAGE>
<TABLE>
                        PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF EARNINGS
                          (In Thousands, Except Per Share Data)
<CAPTION>
                                                              Year Ended December 31,
                                                           1996       1995       1994
<S>                                                      <C>        <C>        <C>
Interest Income:
 Interest and Fees On Loans and Leases                   $451,805   $411,336   $310,203
 Interest on Investment Securities:
  Taxable                                                  67,013     49,626     33,404
  Exempt from Federal Income Taxes                            566        389        131
                                                           67,579     50,015     33,535
 Interest on Federal Funds Sold and Reverse
  Repurchase Agreements                                       941      1,045      2,091
   Total Interest Income                                  520,325    462,396    345,829
Interest Expense:
 Interest on Deposits:
  Savings and Demand Deposits                              20,598     25,516     25,428
  Time Deposits                                           172,341    166,881     98,808
                                                          192,939    192,397    124,236
 Interest on Short-Term Debt                               40,130     37,113     19,086
 Interest on Long-Term Debt                                47,188     30,237     20,549
  Total Interest Expense                                  280,257    259,747    163,871
   Net Interest Income                                    240,068    202,649    181,958
Provision for Loan and Lease Losses                       (47,000)   (14,000)   (12,000)
 Net Interest Income After Provision for
  Loan and Lease Losses                                   193,068    188,649    169,958
Noninterest Income:
 Service Charges on Deposit Accounts                       21,537     17,114     14,891
 Other Service Charges and Fees                            29,328     20,800     15,308
 Gain on Sales of Loans and Leases                         30,955      6,584      1,584
 Security Gains (Losses)                                       96        (86)         -
 Other                                                     17,000     12,537      4,682
  Total Noninterest Income                                 98,916     56,949     36,465
Noninterest Expenses:
 Compensation:
  Salaries                                                 65,448     56,773     50,529
  Benefits                                                 10,544      9,180      8,324
  Profit Sharing                                            3,838      3,857      3,221
 Occupancy                                                  9,673      8,931      7,724
 Professional Services                                     11,463      7,335      5,733
 Deposit Insurance                                         10,824      6,168      6,525
 Equipment Expense                                         11,348      9,242      7,996
 Charges and Fees                                           8,583      7,329      5,213
 Franchise Taxes                                            5,759      4,038      4,295
 Other                                                     30,461     25,579     19,326
  Total Noninterest Expenses                              167,941    138,432    118,886
Earnings Before Income Taxes                              124,043    107,166     87,537
Applicable Income Taxes                                    42,843     35,306     29,871
  Net Earnings                                            $81,200    $71,860    $57,666
Net Earnings Per Common Share:
 Primary                                                    $1.97      $1.93      $1.53
 Fully Diluted                                               1.94       1.75       1.40
Average Primary Shares                                     40,873     35,919     35,822
Average Fully Diluted Shares                               41,941     41,141     41,075
</TABLE>
See notes to consolidated financial statements.

                                 -31-
<PAGE>
<TABLE>
                                    PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                  (Dollars in Thousands, Except Per Share Data)
<CAPTION>
                                                                         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, 1994         $37,000  $10,406  $107,625  $169,339     $11,667       $-          $(145)

  Net Earnings                                                   57,666
  Cash Dividends Declared on
    Common Stock, $.42 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, $.47 Per Share                                (16,372)
  Cash Dividends Declared on
    Preferred Stock, $6.56
    Per Share                                                    (2,437)
  Allocation for Retirement of
    Capital Securities                                           (2,333)      2,333
  Retirement of Capital
    Securities                                                    4,000      (4,000)
  Exercise of Stock Options                      15       845
  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

  Net Earnings                                                   81,200
  Cash Dividends Declared on
    Common Stock, $.54 Per Share                                (21,434)
  Cash Dividends Declared on
    Preferred Stock, $7.63
    Per Share                                                      (536)
  Allocation for Retirement of
    Capital Securities                                           (1,667)      1,667
  Retirement of Capital
    Securities                                                    4,000      (4,000)
  Exercise of Stock Options                      43     1,776
  Adjustment for Increase in
    Value of Marketable Securities                                                                    1,438
  Sale of Treasury Stock                                             21                   38
  Shares Issued in Acquisitions                 228    21,522
  Other                                          (1)      (25)       (2)

Balance at December 31, 1996        $7,000  $11,973  $160,586  $326,599      $6,667       $-         $3,980
</TABLE>
See notes to consolidated financial statements.
                                 -32-
<PAGE>
<TABLE>
                                    PROVIDENT BANCORP, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In Thousands)
<CAPTION>
                                                                      Year Ended December 31,
                                                                     1996      1995      1994
<S>                                                                <C>       <C>       <C>
Operating Activities: 
  Net Earnings                                                      $81,200   $71,860   $57,666
  Adjustments to Reconcile Net Earnings to   
   Net Cash Provided by Operating Activities: 
    Provision for Loan and Lease Losses                              47,000    14,000    12,000
    Provision for Depreciation of Fixed Assets                       16,201    12,023     7,974
    Amortization of Goodwill                                          1,187       626       618
    Amortization of Investment Security Premiums (Discounts)         (5,028)   (1,474)      694
    Amortization of Unearned Income                                 (41,267)  (23,257)  (11,370)
    Net (Increase) Decrease in Trading Securities                      (633)      125       171
    Proceeds From Sale of Loans Held for Sale                       467,894   156,309    82,122
    Origination of Loans Held for Sale                             (469,489) (152,982)  (20,095)
    Realized Gains on Loans Held for Sale                           (26,465)   (2,410)     (832)
    Realized Gains on Sale of Loans and Leases                       (4,490)   (4,174)     (752)
    Realized Investment Security (Gains) Losses                         (96)       86         -
    Increase in Interest Receivable                                  (2,348)   (5,650)   (9,679)
    (Increase) Decrease in Accounts Receivable                        6,427    (8,101)   (2,646)
    Increase in Other Assets                                         (6,601)     (857)  (12,462)
    Increase (Decrease) in Interest Payable                          (1,563)    8,795    17,618
    Deferred Income Taxes                                            18,918    28,769     5,428
    Increase (Decrease) in Taxes Payable                              7,120    (5,313)   (4,525)
    Increase (Decrease) in Accounts Payable and Other Liabilities      (310)   16,401     3,440
    Other                                                               443    (2,642)     (311)
      Net Cash Provided by Operating Activities                      88,100   102,134   125,059

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                              79,398    34,316       116
    Proceeds from Maturities and Prepayments                        625,698   227,117   174,684
    Purchases                                                      (678,794) (289,376) (172,434)
  Investment Securities Held to Maturity: 
    Proceeds from Sales                                                   -       416         -
    Proceeds from Maturities and Prepayment s                             -    28,611     1,615
    Purchases                                                             -  (244,755)  (13,801)
  Net Increase in Loans and Leases                                 (382,318) (674,349) (866,705)
  Acquisition of Business (Net of Cash Acquired)                        971      (185)        -
  Proceeds from Sale of Other Real Estate                             7,925     2,479     7,393
  Purchases of Premises and Equipment                               (64,345)  (42,149)  (33,631)
  Proceeds from Sales of Premises and Equipment                         760     2,442     3,735
    Net Cash Used in Investing Activities                          (410,705) (955,433) (899,028)

Financing Activities:
  Net Decrease in Demand and Savings Deposits                       (25,098)  (26,047)  (93,845)
  Net Increase in Certificates of Deposit                           442,868   135,949   930,867
  Net Increase (Decrease) in Short-Term Debt                        (49,519)  115,533  (268,629)
  Principal Payments on Long-Term Debt                             (188,841)  (25,637) (109,567)
  Proceeds from Issuance of Long-Term Debt                          228,440   462,178   217,367
  Cash Dividends Paid                                               (21,970)  (18,809)  (17,658)
  Repurchase of Common Stock                                              -    (6,109)     (211)
  Proceeds from Sale of Common Stock                                  1,878     5,260       826
    Net Cash Provided by Financing Activities                       387,758   642,318   659,150
    Increase (Decrease) in Cash and Cash Equivalents                 65,153  (210,981) (114,819)
Cash and Cash Equivalents at Beginning of Period                    213,594   424,575   539,394
    Cash and Cash Equivalents at End of Period                     $278,747  $213,594  $424,575


Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                       $281,820  $250,952  $146,253
    Income Taxes                                                     18,000    11,000    26,700
  Non-Cash Activity:
    Additions to Other Real Estate in Settlement of Loans             8,906       706     2,196
    Transfer of Premises and Equipment to Other Real Estate               -     3,714       223
    Common Stock Issued to Acquire Business                          21,750     1,750         -
    Reclassification of Investment Securities from Held to Maturity 
      to Available for Sale                                               -   247,385         -
    Reclassification of Operating Leases to (from) Lease Financing    7,460    (2,873)        -
    Securitization of Residential Loans                              64,025         -         -
    Residual Interest Securities Created from the Sale of Loans      27,900         -         -
</TABLE>
See  notes  to  consolidated  financial statements.

                                 -33-
<PAGE>
                PROVIDENT BANCORP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.  ORGANIZATION AND ACQUISITIONS   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").  The  acquisition of Provident in
October, 1980 was accounted for as a pooling-of-interests.

Bancorp is Cincinnati-based and operates primarily throughout Ohio and
northern  Kentucky.  It  owns two banking  subsidiaries  that  provide
financial services to its customers on a national basis.

All  data  relating  to Bancorp's Common Stock and  per  common  share
information  has  been  adjusted  for  3-for-2  common  stock   splits
effective May 24, 1996 and December 19, 1996.

In  December  1996,  Bancorp acquired Information Leasing  Corporation
("ILC"),  an  equipment leasing company, and Procurement  Alternatives
Corporation   ("PAC"),  ILC's  affiliated  lease  servicing   company.
Combined, ILC and PAC had over $110 million in assets at the  time  of
acquisition. As consideration for the purchase, Bancorp issued 776,786
shares  of its Common Stock at the date of purchase plus an additional
258,929  shares  of  Common Stock and $2,000,000 if certain  financial
objectives are met over the next four fiscal years. Using the purchase
method  to account for the acquisition, $16.2 million of goodwill  was
recorded. In September 1995, Bancorp purchased Mathematical Investment
Management, Inc. ("MIM"), a mutual fund advisor, for 103,622 shares of
Bancorp Common Stock. The $60 million in mutual fund assets advised by
MIM  were  merged  into  Riverfront  Funds,  Inc.  ("Riverfront"),   a
proprietary  family of mutual funds. The purchase method was  used  to
account  for the MIM acquisition resulting in $1.9 million of goodwill
being recorded. Pro-forma results of operations as though ILC, PAC and
MIM  had occurred at the beginning of the period are not provided  due
to  the  immaterial  effects  it would  have  on  Bancorp's  financial
statements taken as a whole.

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.

                                 -34-
<PAGE>
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.

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.

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.  Commercial
leases  are  generally placed on nonaccrual status when  payments  are
past  due 90 days or more while consumer leases are generally  charged
off when 120 days to 150 days past due.

                                 -35-
<PAGE>
LOAN AND LEASE LOSS RESERVE  The reserve for loan and lease losses  is
maintained  to  absorb  potential losses  in  the  lending  portfolio.
Management's determination of the adequacy of the reserve is based  on
reviews  of specific loans and leases, credit loss experience, general
economic  conditions  and  other pertinent  factors.  The  reserve  is
increased  by  charges to earnings, as provisions for loan  and  lease
losses.  Loans  and leases deemed uncollectible are  charged  off  and
deducted  from  the  reserve  and  recoveries  on  loans  and   leases
previously charged off are added to the reserve.

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 SFAS  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  are
carried  at  the  lower  of aggregate cost or market  value.  In  1996
Bancorp  began selling non-conforming residential loans.  These  sales
have  been primarily through securitized public offerings. Under these
types of sales, gains or losses are determined based on the calculated
present  value  of future cash flows of the underlying loans,  net  of
interest  payments  to  security holders, loan  loss  assumptions  and
normal  servicing revenue. These net cash flows, which are represented
by   residual   interest  securities,  are  included  in   "Investment
Securities Available for Sale".

In  1995,  Bancorp  sold its rights to service conforming  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 "Noninterest 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.

SFAS  No. 122, "Accounting for Mortgage Servicing Rights" was  adopted
by  Bancorp  on January 1, 1996. Under this SFAS, when mortgage  loans
are originated or purchased by an institution and subsequently sold or
securitized  with servicing retained, the cost of the  loan  shall  be
allocated between the loan (without servicing) and the fair  value  of
the servicing. Prior to this SFAS, no costs of the loan were allocated

                                 -36-
<PAGE>
to  the servicing. The adoption of this SFAS had no material impact on
Bancorp's consolidated financial position or results of operations.

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

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

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.

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

RESERVE  FOR  RETIREMENT OF CAPITAL SECURITIES  The Capital  Notes  of
Provident  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  SFAS No. 123, "Accounting for Stock-Based Compensation"
was  issued  in  October,  1995. The SFAS  encourages,  but  does  not
require,  adoption of a fair value-based accounting method for  stock-
based  employee  compensation plans. Bancorp elected to  continue  its
accounting  in  accordance with APB Opinion No.  25,  "Accounting  for
Stock  Issued  to  Employees",  whereby  no  compensation  expense  is
recognized for the granting of stock options. Pro forma disclosures of
what  net earnings and earnings per share would have been had the  new
fair  value  method been used is presented in Note J of the  Notes  to
Consolidated Financial Statements.

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.

                                 -37-
<PAGE>
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, 1996, 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  Primary 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  D  Preferred Stock as of the first day of the year  for  which
earnings per share data is shown.

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

                                 -38-
<PAGE>
C.   INVESTMENT  SECURITIES  The amortized cost and  estimated  market
values  of  securities  available for sale  at  December  31  were  as
follows:
<TABLE>
<CAPTION>
                                                               1996
                                                       Gross         Gross       Estimated
                                        Amortized    Unrealized   Unrealized      Market
                                          Cost         Gains        Losses         Value
                                                          (In Thousands)
<S>                                    <C>              <C>          <C>        <C>
U.S. Treasury and Federal Agency
  Debentures                              $83,307         $498          $(64)      $83,741
State and Political Subdivisions            5,270            -             -         5,270
Mortgage-Backed Securities                659,144        5,571        (1,690)      663,025
Asset-Backed Securities                   200,071          413          (324)      200,160
Other Securities                           78,992        3,149        (1,430)       80,711
  Total                                $1,026,784       $9,631       $(3,508)   $1,032,907
<CAPTION>
                                                               1995
                                                       Gross         Gross       Estimated
                                        Amortized    Unrealized   Unrealized      Market
                                         Cost         Gains        Losses         Value
                                                         (In Thousands)
<S>                                     <C>             <C>          <C>        <C>
U.S. Treasury and Federal Agency
  Debentures                             $191,445         $166         $(151)     $191,460
Mortgage-Backed Securities                629,902        5,026        (1,214)      633,714
Asset-Backed Securities                    60,000           25          (133)       59,892
Other Securities                           74,647          916          (725)       74,838
                                         $955,994       $6,133       $(2,223)     $959,904
</TABLE>
Investment  securities with a carrying value of  approximately  $476.1
million   and  $562.9  million  at  December  31,  1996,   and   1995,
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  1996,  1995 and 1994 gross gains of $96,000, $18,000  and  $-  and
gross  losses of $-, $104,000 and $-, 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 deposits  of  Heritage
Savings  Bank.  The  stock  was sold at its  cost  basis  of  $416,000
resulting  in no gain or loss. No other sales of securities classified
as Held to Maturity occurred in 1996, 1995 or 1994.

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,
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 1996, 1995 and 1994.
                                 -39-
<PAGE>
Mortgage-backed and asset-backed securities are shown below  based  on
their  estimated  average  lives  at  December  31,  1996.  All  other
securities are shown by contractual maturity. Expected maturities will
differ  from  contractual maturities because borrowers  may  have  the
right to call or prepay obligations with or without call or prepayment
penalties.

                                                Available for Sale
                                             Amortized     Estimated
                                                Cost      Market Value
                                                   (In Thousands)
Due in one year or less                          $74,129       $73,623
Due after 1 through 5 years                      805,276       810,460
Due after 5 through 10 years                      52,565        52,580
Due after 10 years                                94,814        96,244
   Total                                      $1,026,784    $1,032,907

D.    LEASE  FINANCING   Bancorp's  leasing  operations  consists   of
commercial lease financing and consumer lease financing. During  1996,
commercial  lease  financing  increased  significantly  due   to   the
acquisition of ILC. At the acquisition date, ILC had approximately $95
million  of  net  investments  in  finance  leases.  Commercial  lease
financing   includes   the   leasing  of   transportation   equipment,
manufacturing  equipment, data processing and  office  equipment.  The
majority of the leases are classified as direct financing leases, with
expiration  dates  over the next 1 to 9 years. Rentals  receivable  at
December  31,  1996 and 1995 include $12.5 million and $12.6  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  $47.4
million  and  $37.8 million in total at December 31,  1996  and  1995,
respectively.

Consumer lease financing is the leasing of automobiles. The leases are
classified as direct financing leases, with expiration dates over  the
next  1  to 5 years. This type of credit was initiated in 1994 and  is
principally directed toward individuals.

The components of the net investment in lease financing at December 31
were as follows:
<TABLE>
<CAPTION>
                                              1996                    1995
                                    Commercial   Consumer   Commercial   Consumer
                                                     (In Thousands)
<S>                                   <C>         <C>         <C>         <C>
Rentals Receivable                    $211,350    $387,067    $102,371    $229,153
Leases in Process                        1,104       7,701          58       6,773
Estimated Residual Value of
  Leased Assets                         81,011     306,034      57,849     158,670
                                       293,465     700,802     160,278     394,596
Less:  Unearned Income                 (54,401)   (109,039)    (31,592)    (60,370)
  Net Investment in Lease Financing   $239,064    $591,763    $128,686    $334,226
</TABLE>

                                 -40-
<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, 1996:

                                                 Commercial   Consumer
                                                     (In Thousands)
1997                                               $72,611    $114,758
1998                                                57,923     105,384
1999                                                33,252      87,021
2000                                                20,569      57,407
2001                                                14,010      22,497
Thereafter                                          12,985           -
     Total                                        $211,350    $387,067

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

                                         1996        1995        1994
                                               (In Thousands)
Balance at Beginning of Period         $60,235     $51,979     $40,542
Provision for Loan and Lease Losses 
  Charged to Earnings                   47,000      14,000      12,000
Acquired Reserves                        1,373           -           -
Recoveries Credited to the Reserve       4,894       8,452       9,009
                                       113,502      74,431      61,551
Losses Charged to the Reserve          (46,809)    (14,196)     (9,572)
  Balance at End of Period             $66,693     $60,235     $51,979

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

                                                      1996       1995
                                                      (In Thousands)
Impaired Loans Requiring a Valuation Allowance of
 $2.2 Million in 1996 and $12.8 Million in 1995       $5,159   $33,129
Impaired Loans Not Requiring a Valuation Allowance     5,484     3,697
   Total Impaired Loans                              $10,643   $36,826

Average Balance of Impaired Loans for the Year       $16,428    $7,813

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

Loans  and leases on nonaccrual status at December 31, 1996, 1995  and
1994 were $21.1 million, $37.5 million and $6.3 million, respectively.
Loans  renegotiated to provide a reduction or deferral of interest  or
principal were $786,000, $4,753,000 and $961,000 at December 31, 1996,
1995 and 1994, respectively.

                                 -41-
<PAGE>
F.  PREMISES AND EQUIPMENT  The following is a summary of premises and
equipment at December 31:

                                                   1996         1995
                                                     (In Thousands)
Land                                               $7,381       $7,342
Buildings                                          21,266       21,068
Leasehold Improvements                              6,650        6,136
Furniture and Fixtures                             70,887       58,474
Revenue Equipment                                 112,418       51,885
                                                  218,602      144,905
Less Depreciation and Amortization                (72,961)     (53,929)
  Total                                          $145,641      $90,976

The  future gross minimum rentals under noncancelable leases  for  the
rental of premises and equipment for 1997 and subsequent years are  as
follows:

                                                 Premises    Equipment
                                                     (In Thousands)
1997                                               $5,382         $263
1998                                                5,257          241
1999                                                5,080          170
2000                                                4,684           37
2001                                                4,360            -
Thereafter                                         19,018            -
     Total                                        $43,781         $711

Rent   expense  for  all  bank  premises  and  equipment  leases   was
$6,596,000,  $5,692,000  and  $4,329,000  in  1996,  1995  and   1994,
respectively.

G.  SHORT-TERM DEBT  Short-term debt was as follows at December 31:
<TABLE>
<CAPTION>
                                                         1996        1995        1994
                                                            (Dollars in Thousands)
<S>                                                    <C>         <C>         <C>
Year End Balance:
  Federal Funds Purchased and Repurchase
    Agreements                                         $458,375    $490,419    $379,391
  Commercial Paper                                      139,665     145,321     140,816
  U.S. Treasury Demand Notes                              1,500       1,500       1,500
Weighted Average Interest Rate at Year End:
  Federal Funds Purchased and Repurchase
    Agreements                                             5.96%       5.60%       5.54%
  Commercial Paper                                         5.17        5.60        5.45
  U.S. Treasury Demand Notes                               5.15        5.15        5.25
Maximum Amount Outstanding at Any Month End:
  Federal Funds Purchased and Repurchase
    Agreements                                         $713,830    $717,349    $611,442
  Commercial Paper                                      143,867     150,503     140,816
  U.S. Treasury Demand Notes                              1,500       1,500       1,500
</TABLE>
At December 31, 1996, Bancorp had $175 million in lines of credit with
unaffiliated  banks  to  support commercial paper  borrowings.  As  of
January 13, 1997, these lines had not been used.

                                 -42-
<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      1996       1995
                                                                      (In Thousands)
<S>                                   <C>      <C>       <C>       <C>        <C>
Bancorp:
   Miscellaneous Notes Payable (3)    Various  Various   Various     $2,458     $3,046
Subsidiaries:
   Guaranteed Preferred Beneficial
    Interests in Fixed Rate Junior
    Subordinated Debentures            8.60%    8.67%    2026        98,979          -
   $1 Billion Bank Notes Program:
      Fixed Rate Senior Notes          6.13     6.10     2000       299,426    299,293
      Fixed Rate Senior Notes           n/a      n/a     1996             -     49,993
      Fixed Rate Senior Notes (4)      7.17     5.60     2005        12,500     12,500
   Notes Payable to Federal
    Home Loan Bank:
      LIBOR Based Notes                5.56     5.56     2000        50,000    150,000
      LIBOR Based Notes                5.38     5.38     2013       117,195    117,195
      Fixed Rate Notes (5)            Various  Various   Various      1,356      1,501
   Subordinated Notes:
      Fixed Rate Notes                 6.38     6.12     2004        99,542     99,477
      Fixed Rate Notes                 7.13     6.52     2003        74,931     74,919
      Fixed Rate Capital Notes         9.00     9.16     1998         8,000     12,000
   Debt Secured by Equipment Leases:
      Fixed Rate Notes                 5.74     5.74     2004       104,213          -
      Fixed Rate Notes                 5.84     5.84     2004        24,999          -
      Fixed Rate Notes (6)            Various  Various   Various     56,214          -
      Fixed Rate Notes                16.00    16.00     1998           100        159
                                                                    947,455    817,037
         Total                                                     $949,913   $820,083
<FN>
 (1) Stated rate reflects interest rate on notes as of December 31, 1996.
 (2) Effective rate reflects interest rate paid as of December 31, 1996 after
     adjustments for notes issued at discount or premium, capitalized fees associated
     with the issuance of the debt and interest rate swap agreements entered to alter
     the note rate.
 (3) Interest rates 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 6.12% to 17.10% and maturity dates which vary up to 2002.
</TABLE>
In  November 1996, Bancorp established Provident Capital Trust I  (the
"Trust").  The  Trust  exists for the sole  purpose  of  selling  $100
million of 8.60% Capital Securities ("Capital Securities")  to outside
investors   and   investing  the  proceeds  thereof  in  8.60%  Junior
Subordinated Debentures (the "Debentures") issued by Bancorp. Proceeds
from  the  sale  of the Debentures were  used  for  general  corporate
purposes.  The  Capital Securities qualify as Tier 1 capital for  bank
regulatory purposes.

                                 -43-
<PAGE>
Both  the  Capital  Securities  and Debentures  call  for  semi-annual
dividend/interest payments commencing June 1, 1997.  Bancorp  has  the
right to defer payment of interest on the Debentures at any time for a
period  not exceeding ten consecutive semi-annual periods. If interest
payments on the Debentures are deferred, distributions on the  Capital
Securities   will  also  be  deferred.  The  Capital  Securities   are
mandatorily redeemable upon the maturity of the Debentures on December
1,  2026  or  upon  earlier redemption as provided by  the  Indenture.
Bancorp  has the right to redeem the Debentures, in whole or in  part,
on or after December 1, 2006 at a premium, declining ratably to par on
December  1, 2016. Bancorp has guaranteed the payment of distributions
and  payments on liquidation of the Trust or redemption of the Capital
Securities, but only to the extent of funds held by the Trust.

Under Provident's amended $1 Billion Bank Notes program, notes can  be
issued  with either fixed or floating rates. The notes are not secured
nor  insured by the FDIC. Subordinated notes qualify as Tier 2 capital
while  senior notes do not. Provident repaid $50 million  in  maturing
senior  debt  during  1996. At December 31, 1996, $687.5  million  was
available under this program.

Of  the $312.5 million issued under the $1 Billion 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
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 $260.4 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".

                                 -44-
<PAGE>
Bancorp  borrowed $130.0 million through a sale-leaseback  transaction
with various investors during 1996. The borrowings are secured by auto
leases  within the consumer lease financing portfolio. The debt  calls
for principal payments throughout the life of the borrowing with final
principal payments due in the year 2004.

As  discussed  in Note A, Bancorp purchased ILC, an equipment  leasing
company during 1996. ILC financed their leases by borrowing funds from
various  institutions  of  which  $56.2  million  was  outstanding  at
December  31,  1996.  Payment requirements on  the  debt  matches  the
rentals  receivable  on  the equipment lease  payments.  The  weighted
average  interest  rate on all of ILC borrowings were  7.79%  with  an
average maturity date of 1999.

As  of  December 31, 1996, scheduled principal payments  on  long-term
debt for the following five years were as follows:

                             1997     1998     1999      2000     2001
                                          (In Thousands)
Provident Bancorp, Inc.      $724     $601     $588      $270     $206
Subsidiaries               40,436   33,411   18,755   315,383   16,391

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

                                         1996        1995        1994
                                                (In Thousands)
Current:
  State                                    $37         $74         $51
  U.S.                                  23,888       6,463      24,392
                                        23,925       6,537      24,443
Deferred                                18,918      28,769       5,428
    Total                              $42,843     $35,306     $29,871

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

                                 -45-
<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>
                                                           1996       1995       1994
                                                                 (In Thousands)
<S>                                                       <C>        <C>        <C>
Deferred Tax Liabilities:
  Excess Lease and Partnership Income                     $98,222    $63,204    $31,453
  Recapture of Excess Reserve for Bad Debts                 1,175      4,035      5,993
  Unrealized Gain on Investment Securities                  2,715      1,692          -
  Other - Net                                               8,232      6,498      6,359
    Total Deferred Tax Liabilities                        110,344     75,429     43,805
Deferred Tax Assets:
  Provision for Loan and Lease Losses                      20,973     20,456     18,525
  Deferred Compensation                                     3,464      2,053      1,172
  Loan Fees Deferred for Books Recognized
    Currently for Tax                                           -        487      1,654
  Postretirement Obligation                                 1,205      1,170      1,153
  Unrealized Loss On Investment Securities                    572        323      8,738
  Alternative Minimum Tax Credit                           10,687          -          -
  Other - Net                                               7,792      4,982      5,481
    Total Deferred Tax Assets                              44,693     29,471     36,723
      Net Deferred Tax Liabilities                        $65,651    $45,958     $7,082
</TABLE>
J.   BENEFIT  PLANS  Bancorp has a Retirement Plan for the benefit  of
its employees. Included under this plan is an Employee Stock Ownership
Plan  ("ESOP")  and a Personal Investment Election Plan ("PIE  Plan").
Bancorp  also  maintains a Life and Health Plan for Retired  Employees
("LH  Plan"),  an  Employee Stock Purchase Plan ("ESPP"),  a  Deferred
Compensation Plan ("DCP") and stock option plans.

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.  All fund assets are allocated to the participants. 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.  In  1996,  1995  and  1994  Bancorp
contributed  $3,472,000, $3,274,000 and $2,825,000,  respectively,  to
the ESOP.

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. Bancorp incurred expense of $505,000, $456,000 and $396,000
for this retirement plan for 1996, 1995 and 1994, respectively.

                                 -46-
<PAGE>
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. Bancorp incurred expense  of
$168,000,  $132,000 and $91,000 for the ESPP for 1996, 1995 and  1994,
respectively.

The  DCP  permits participants, selected by the Compensation Committee
of  the  Board  of Directors, to defer compensation in a  manner  that
aligns their interests with those of Bancorp shareholders through  the
investment of deferred compensation in Bancorp Common Stock.  The  DCP
allows  participants  to  postpone  the  receipt  of  5%  to  50%   of
compensation  until retirement. Amounts deferred  are  invested  in  a
Provident  Stock  Account  or a Self-Directed  Account.  Bancorp  will
credit  the  Provident  Stock Account with an  amount  dependent  upon
Bancorp's pre-tax earnings per share, for each share of Bancorp Common
Stock  in  the  account.  The  calculated credit  is  charged  against
earnings   by  Bancorp  annually.  Under  the  DCP,  Bancorp  expensed
approximately  $1,925,000, $995,000 and $400,000  in  1996,  1995  and
1994, respectively.

Bancorp  has  two Employee Stock Option Plans, an Advisory  Director's
Stock  Option  Plan and an Outside Directors' Stock Option  Plan.  The
1988  and 1996 Employee Stock Option Plans made 3,909,375 and  450,000
options  available for grant, respectively. These plans authorize  the
issuance  of  options to purchase Common Stock for  officers  and  key
employees.  The options are to be granted, with exercise  prices  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 371,250 and 168,750  options,
respectively. The terms of these options are comparable to  the  terms
of the Employee Stock Option Plans.

                                 -47-
<PAGE>
The  following  table summarizes option activity for the  three  years
ended December 31, 1996:

                                 Weighted
                                  Average     Number of       Options
                                 Exercise      Options       Available
                                   Price     Outstanding     for Grant

At January 1, 1994                 $8.78      2,737,064        558,263
 Authorized                           -               -      1,125,000
 Granted                           13.78        204,750       (204,750)
 Exercised                          8.29        (70,763)             -
 Canceled                          11.48         (9,000)         9,000
At December 31, 1994                9.14      2,862,051      1,487,513
 Authorized                            -              -              -
 Granted                           15.18        585,000       (585,000)
 Exercised                          8.38       (148,552)             -
 Canceled                          10.39        (41,963)        41,963
At December 31, 1995               10.25      3,256,536        944,476
 Authorized                            -              -        450,000
 Granted                           24.81      1,175,967     (1,175,967)
 Exercised                          9.53       (174,357)             -
 Canceled                          15.84        (36,982)        36,982
At December 31, 1996               14.28      4,221,164        255,491

At  December 31, 1996, 1995 and 1994, there were 2,138,571,  1,845,346
and  1,580,839,  options exercisable respectively, having  a  weighted
average   option   price  per  share  of  $9.15,  $8.71   and   $8.28,
respectively. The following table summarizes information  about  stock
options outstanding at December 31, 1996:
<TABLE>
<CAPTION>
                          Options Outstanding             Options Exercisable
                                 Weighted
                                 Average      Weighted                 Weighted
   Range of                     Remaining     Average                  Average
   Exercise        Number      Contractual    Exercise     Number      Exercise
    Prices       Outstanding  Life in Years    Price     Exercisable    Price
<S>                <C>                  <C>      <C>       <C>            <C>
$ 7.26 - $10.45    2,082,134            4.0      $8.32     1,796,568      $8.23
$11.09 - $17.95      997,230            7.9      14.39       342,003      13.93
$21.17 - $35.04    1,141,800            9.4      25.06             -       n/a
</TABLE>
                                 -48-
<PAGE>
For  purposes  of providing the pro forma disclosures  required  under
SFAS No. 123, the fair value of stock options granted in 1995 and 1996
was  estimated  at  the  date of grant using  a  Black-Scholes  option
pricing  model. The Black-Scholes option pricing model  was  developed
for  use in estimating the fair value of traded options which have  no
vesting  restrictions and are fully transferable. In addition,  option
valuation  models  require the input of highly subjective  assumptions
including the expected stock price volatility. Because Bancorp's stock
options  have  characteristics significantly different from  those  of
traded   options,   and  because  changes  in  the  subjective   input
assumptions can materially affect the fair value estimate,  management
believes  that the Black-Scholes model may not necessarily  provide  a
reliable single measure of the fair value of its stock options.

The  following  weighted-average assumptions were used in  the  option
pricing model for 1996 and 1995 respectively: risk-free interest rates
of  6.55%  and  6.55%; dividend yields of 3.75% and 5.00%;  volatility
factors of the expected market price of Bancorp's Common Stock of .228
and .234 and an expected life of the option of 9 years. Based on these
assumptions,  the weighted-average exercise price and weighted-average
fair value of options granted in 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
                                                          1996              1995
                                                    Weighted Average  Weighted Average
                                                    Exercise   Fair   Exercise   Fair
                                                      Price    Value    Price    Value
<S>                                                   <C>      <C>      <C>      <C>
Options Granted During their Respective Years Where:
  Stock Price Greater Than Exercise Price             $25.97   $7.32    $15.14   $3.25
  Stock Price Equal to Exercise Price                  23.11    5.60     15.22    2.92
</TABLE>
No  compensation cost has been recognized for stock option grants. Had
compensation cost been determined for stock option awards based on the
fair  values at grant dates as discussed above, Bancorp's  net  income
and  earnings per share would not have been materially different  from
amounts reported.

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 4,234,865 shares  of  Common
Stock.  As  of December 31, 1996, 70,272 shares of D Preferred  remain
outstanding. These shares have a stated value and liquidation value of

                                 -49-
<PAGE>
$100  per  share and a conversion ratio of 14.0625 shares of Bancorp's
Common Stock for each share of convertible preferred stock.

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

Quantitative  measures  established by regulation  to  ensure  capital
adequacy  require  Bancorp  and its banking subsidiaries  to  maintain
minimum  ratios of 4.00% for Tier 1 capital to average  assets,  4.00%
for  Tier 1 capital to risk-weighted assets, and 8.00% for total risk-
based  capital  to  risk-weighted assets. As  of  December  31,  1996,
Bancorp  and its banking subsidiaries meet all capital requirements to
which it is subject.

As of December 31, 1996, Bancorp and its banking subsidiaries' capital
ratios  were categorized as well capitalized for regulatory  purposes.
To  be  categorized  as  well capitalized,  Bancorp  and  its  banking
subsidiaries must maintain minimum ratios of 5.00% for Tier 1  capital
to  average assets, 6.00%  for Tier 1 capital to risk-weighted assets,
and 10.00% for total risk-based capital to risk-weighted assets. There
have been no subsequent conditions or events which management believes
have changed the institutions' status.
<TABLE>
<CAPTION>
                                                           1996               1995
                                                     Amount    Ratio    Amount    Ratio
                                                           (Dollars in Thousands)
<S>                                                 <C>        <C>     <C>        <C>
Tier 1 Capital (to Average Assets):
   Provident Bancorp (Consolidated)                 $585,609    9.02%  $420,433    7.13%
   The Provident Bank                                417,420    6.65    357,208    6.31
   The Provident Bank of Kentucky                     25,759   10.76     23,614    9.59
Tier 1 Capital (to Risk-Weighted Assets):
   Provident Bancorp (Consolidated)                  585,609    9.23    420,433    7.52
   The Provident Bank                                417,420    6.81    357,208    6.69
   The Provident Bank of Kentucky                     25,759   13.11     23,614   11.01
Total Risk-Based Capital (to Risk-Weighted Assets):
   Provident Bancorp (Consolidated)                  827,574   13.05    658,068   11.77
   The Provident Bank                                658,811   10.75    593,806   11.11
   The Provident Bank of Kentucky                     27,705   14.10     25,880   12.07
</TABLE>
                                 -50-
<PAGE>
M.   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, 1996, Bancorp  had  bilateral  collateral
agreements in place with its counterparties, against which Bancorp has
pledged investment securities with a carrying value of $4.4 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, 1996                        December 31,
                                                                       Weighted Average          1995
                              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      $2,102         $7.3        $(21.9)   6.33%   5.62%   4.15        $1,769
Pay Fixed Receive Variable          32           .3           (.1)   6.83    7.36    4.56            33
                                $2,134         $7.6        $(22.0)                               $1,802
</TABLE>
The  expected  notional  maturities of Bancorp's  interest  rate  swap
portfolio at December 31, 1996 are as follows:

                                         After 1    After 3
                               1 Year   Through 3  Through 5   After 5
                               or Less     Years      Years      Years
                                             (In Millions)
Pay Variable Receive Fixed       $622       $461       $496       $523
Pay Fixed Receive Variable         12          1          8         11

                                 -51-
<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:

                                                       1996      1995
                                                        (In Millions)
Commitments to Extend Credit                          $1,699    $1,641
Standby Letters of Credit                                116        94

N.   TRANSACTIONS  WITH  AFFILIATES  At December  31,  1996,  Carl  H.
Lindner,   certain   members  of  his  family  and  certain   entities
controlled  by  and/or  established for the  benefit  of  such  family
members  beneficially owned approximately 43%  of  AFG's  and  58%  of
Bancorp's  outstanding voting common 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-three  ATM
locations  from  principal shareholders and their affiliates.  Rentals
charged  by AFG and affiliates for the years ended December 31,  1996,
1995 and 1994  amounted  to  $2,296,000,  $1,397,000  and  $1,233,000,
respectively.   Rentals   of  $218,000  were  charged   by   principal
shareholders  and  their  affiliates during 1996 for  branch  and  ATM
locations.

                                 -52-
<PAGE>
Bancorp offers shares of The Riverfront Funds, Inc. ("Riverfront"),  a
proprietary  family  of mutual funds, to customers.  Riverfront  is  a
registered  investment  company with six  portfolios,  each  having  a
different  investment objective. Provident manages the portfolios  and
performs  other  related  services, such as shareholder  services  and
acting  as  fund accountant and custodian. Riverfront  is  offered  to
customers  of  Provident, including personal trust, employee  benefit,
agency  and  custodial  clients, as well as individual  investors.  At
December  31,  1996,  Riverfront had total assets of  $361.4  million.
Approximately  $34.1  million of the amount was held  by  Bancorp  and
$144.5 million was held by Provident's trust department. During  1996,
1995 and 1994, Bancorp recorded approximately $1,150,000, $950,000 and
$390,000  of  income  net  of  related  expenses,  respectively,  from
management fees of Riverfront.

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 $38.9 million and
$28.8  million at December 31, 1996, and 1995, respectively.  None  of
these  loans were held by the parent company. During 1996,  new  loans
aggregating  $21.8  million  were  made  to  such  parties  and  loans
aggregating $11.7 million were repaid. All of the loans were  made  at
market  interest rates and, in the opinion of management, all  amounts
are  fully  collectible.  At December 31, 1996,  and  1995,  Bancorp's
commercial   paper  amounting  to  $4.0  million  and  $6.0   million,
respectively,  was  held  by these persons.  Additionally,  repurchase
agreements  in the amount of $16.8 million and $6.5 million  had  been
sold  to  these  persons at December 31, 1996, and 1995, respectively.
All of these transactions were at market interest rates.

                                 -53-
<PAGE>
O.   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.
<TABLE>
<CAPTION>
                                                         1996                      1995
                                                Carrying       Fair       Carrying       Fair
                                                 Value        Value        Value        Value
                                                                (In Thousands)
<S>                                             <C>          <C>          <C>          <C>
Financial Assets:
  Cash and Cash Equivalents                      $278,747     $278,747     $213,594     $213,594
  Trading Account Assets (Included in
    Other Assets)                                     633          633            -            -
  Investment Securities                         1,032,907    1,032,907      959,904      959,904
  Loans (Excluding Lease Financing)             4,480,621    4,502,759    4,433,164    4,450,213
  Less: Reserve for Loan Losses                   (55,349)           -      (54,519)           -
    Net Loans                                   4,425,272    4,502,759    4,378,645    4,450,213

Financial Liabilities:
  Deposits                                      4,596,480    4,607,983    4,178,551    4,180,884
  Short-Term Debt                                 599,540      599,540      637,240      637,240
  Long-Term Debt (Excluding Lease
    Financing Debt)                               764,387      759,694      819,924      822,617

Off-Balance Sheet Financial Instruments:
  Commitments to Extend Credit                          -            -            -            -
  Standby Letters of Credit                            58           58           42           42
  Interest Rate Swaps:
    Asset Based:
      Loans                                             -          231            -         (350)
    Liability Based:
      Deposits                                          -       (3,308)           -       25,490
      Long-Term Debt                                    -      (11,531)           -        6,283
</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.

                                 -54-
<PAGE>
   Investment  securities (including mortgage-backed securities):
   Fair  values  for investment securities, which  also  are  the
   amounts  carried  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.
   
   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
   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.

                                 -55-
<PAGE>
    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.
    
P.  ADDITIONAL INFORMATION

RESTRICTIONS ON CASH AND NONINTEREST BEARING DEPOSITS  Federal Reserve
Board  regulations  require  that  Provident  and  Provident  Bank  of
Kentucky  ("Provident  Kentucky")  maintain  certain  minimum  reserve
balances.  The average amount of those reserve balances for  the  year
ended December 31, 1996, was approximately $41.1 million.

INVESTMENT  IN  PARTNERSHIPS   Bancorp's  share  of  partnerships  was
carried  at approximately $15.4 million and $12.6 million at  December
31,  1996,  and  1995,  respectively, which  includes  equity  in  net
earnings  (losses) of $536,000, $601,000 and $(344,000) in  the  years
1996, 1995 and 1994, respectively.

OTHER  REAL ESTATE OWNED  At December 31, 1996, and 1995, the carrying
value  of  other real estate and equipment owned was $6.6 million  and
$5.6 million, respectively.

                                 -56-
<PAGE>
PARENT  COMPANY  FINANCIAL INFORMATION  Parent Company only  condensed
financial information for Provident Bancorp, Inc. is as follows:
<TABLE>
                     BALANCE SHEETS (PARENT ONLY)
                            (In Thousands)
<CAPTION>

                                                                            December 31,
                                                                          1996        1995
                                ASSETS
<S>                                                                     <C>         <C>
Cash and Cash Equivalents                                               $239,469    $149,031
Investment Securities Available for Sale                                  14,676      12,208
Loans (net of reserve for loan losses of $1,295 and $1,295)               10,772      19,642
Investment in Subsidiaries:
  Banking                                                                471,879     392,757
  Non-Banking                                                              5,017       2,135
Premises and Equipment                                                     1,567       1,677
Other Assets                                                              22,297      19,598
                                                                        $765,677    $597,048

                 LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts Payable to Banking Subsidiaries                                  $984     $14,027
  Accounts Payable and Accrued Expenses                                    3,693       2,117
  Commercial Paper                                                       139,665     145,321
  Long-Term Debt                                                         104,530       3,046
      Total Liabilities                                                  248,872     164,511
Shareholders' Equity                                                     516,805     432,537
                                                                        $765,677    $597,048
</TABLE>
<TABLE>
           STATEMENTS OF EARNINGS (PARENT ONLY)
                      (In Thousands)
<CAPTION>
                                                                  Year Ended December 31,
                                                              1996        1995        1994
<S>                                                          <C>         <C>         <C>
Income:
  Dividends from Banking Subsidiaries                        $25,000     $23,000     $26,000
  Interest Income from Banking Subsidiaries                    6,538       6,358       2,917
  Other Interest Income                                        1,625       2,373       2,824
  Noninterest Income                                             763         811        (203)
                                                              33,926      32,542      31,538
Expenses:
  Interest Expense                                             8,833       8,686       5,990
  Salaries and Employee Benefits                                  56         410         463
  General and Administrative                                   3,068       3,212       2,403
                                                              11,957      12,308       8,856
Earnings Before Taxes and Equity in Undistributed
  Net Earnings of Subsidiaries                                21,969      20,234      22,682
Applicable Income Tax Credits                                  1,675       1,774       1,191
Earnings Before Equity in Undistributed Net Earnings
  of Subsidiaries                                             23,644      22,008      23,873
Equity in Undistributed Net Earnings of Subsidiaries          57,556      49,852      33,793
Net Earnings                                                 $81,200     $71,860     $57,666
</TABLE>
                                 -57-
<PAGE>
<TABLE>
           STATEMENTS OF CASH FLOWS (PARENT ONLY)
                       (In Thousands)
<CAPTION>
                                                                  Year Ended December 31,
                                                               1996        1995       1994
<S>                                                           <C>        <C>        <C>
Operating Activities:
  Net Earnings                                                 $81,200    $71,860    $57,666
  Adjustment to Reconcile Net Earnings to
   Net Cash Provided by Operating Activities:
    Provision for Depreciation and Amortization                    528        406        360
    Net Earnings from Subsidiaries                             (82,556)   (72,852)   (59,793)
    Cash Dividends Received From Subsidiaries                   25,000     23,000     26,000
    Proceeds From Sale of Loans Held for Sale                   32,581          -          -
    Origination of Loans Held for Sale                         (32,491)         -          -
    Realized Gains on Loans Held for Sale                          (90)         -          -
    (Increase) Decrease in Interest Receivable                      64        (27)       (19)
    (Increase) Decrease in Accounts Receivable
     and Other Assets                                           (8,713)     1,837      2,653
    Increase in Interest Payable                                   675         80        357
    Deferred Income Taxes                                       (2,811)    (1,092)       752
    Increase (Decrease) in Taxes Payable                         7,731     (4,362)    (1,365)
    Increase (Decrease) in Accounts Payable
     and Other Liabilities                                     (11,959)    14,709     (8,706)
    Other                                                          (42)       415     (1,015)
      Net Cash Provided by Operating Activities                  9,117     33,974     16,890

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                              -          -         25
    Proceeds from Maturities and Prepayments                     1,700          -          -
    Purchases                                                   (1,892)       (31)   (10,000)
  Investment Securities Held to Maturity:
    Proceeds from Maturities and Prepayments                         -      1,700      1,600
    Purchases                                                        -     (1,652)    (1,663)
  Net Decrease in Loans                                          8,870     10,989     32,861
  Purchase of Subsidiary (Net of Cash Acquired)                      -       (185)         -
  Proceeds from Sale of Premises and Equipment                       -         70         90
  Purchases of Premises and Equipment                                -        (57)      (118)
    Net Cash Provided by Investment Activities                   8,678     10,834     22,795

Financing Activities:
  Net Increase (Decrease) in Short-Term Borrowings              (5,656)     4,505     23,800
  Principal Payments on Long-Term Debt                            (836)    (5,598)    (5,345)
  Proceeds from Issuance of Long-Term Debt                     102,320        404      2,221
  Proceeds from Sale of Common Stock                             1,878      5,260        826
  Purchase of Treasury Stock                                         -     (6,109)      (211)
  Cash Dividends Paid                                          (21,970)   (18,809)   (17,658)
  Contribution to Subsidiaries                                  (3,093)         -          -
    Net Cash Provided by (Used in) Financing
     Activities                                                 72,643    (20,347)     3,633
    Increase in Cash and Cash Equivalents                       90,438     24,461     43,318
Cash and Cash Equivalents at Beginning of Year                 149,031    124,570     81,252
    Cash and Cash Equivalents at End of Year                  $239,469   $149,031   $124,570
</TABLE>
                                 -58-
<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 1997 by Provident  to  its  parent
without  approval  is  approximately  $96.1  million,  plus  1997  net
earnings.  Dividends  of  approximately $3.8  million  plus  1997  net
earnings  may  be paid in 1997 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 $68.7  million
to any single affiliate, and $137.3 million to all affiliates combined
of which $59.3 million was loaned at December 31, 1996.

                          SUPPLEMENTARY DATA

Quarterly Consolidated Results of Operations - (Unaudited)

The following are quarterly consolidated results of operations for the
two years ended December 31, 1996.
<TABLE>
<CAPTION>
                                                  1996                                1995
                                    Fourth     Third    Second     First    Fourth     Third    Second     First
                                    Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter
                                                        (In Thousands Except Per Share Data)
<S>                                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Total Interest Income              $135,648  $131,267  $127,612  $125,798  $124,230  $118,058  $114,144  $105,964
Total Interest Expense               72,068    70,892    68,963    68,334    68,387    66,432    65,080    59,848
  Net Interest Income                63,580    60,375    58,649    57,464    55,843    51,626    49,064    46,116
Provision for Loan and Lease Losses  (9,250)  (14,000)  (13,750)  (10,000)   (5,000)   (4,000)   (3,000)   (2,000)
  Net Interest Income After
   Provision for Loan and Lease
   Losses                            54,330    46,375    44,899    47,464    50,843    47,626    46,064    44,116

Service Charges on Deposit Account    5,826     5,529     5,317     4,865     4,895     4,537     3,911     3,771
Other Service Charges and Fees        5,957     6,771     7,373     9,227     5,390     4,525     7,100     3,785
Gain on Sale of Loans and Leases     12,645    16,187     1,149       974     2,726     1,426       630     1,802
Security Gains (Losses)                   -         -        96         -         6       (92)        -         -
Other                                 1,581     3,037     8,640     3,742     1,566     8,329     1,205     1,437
  Total Noninterest Income           26,009    31,524    22,575    18,808    14,583    18,725    12,846    10,795

Compensation                         21,736    20,370    18,298    19,426    17,166    19,348    16,752    16,544
Occupancy                             2,522     2,324     2,454     2,373     2,252     2,334     2,198     2,147
Professional Services                 3,435     4,019     2,183     1,826     1,684     2,714     1,566     1,371
Deposit Insurance                       161     8,889       887       887     1,088       726     2,177     2,177
Equipment Expense                     3,186     2,998     2,805     2,359     2,345     2,296     2,298     2,303
Charges and Fees                      2,867     2,199     2,044     1,473     3,128     1,523     1,300     1,378
Other                                 9,632    10,725     7,935     7,928     8,213     7,410     7,572     6,422
  Total Noninterest Expense          43,539    51,524    36,606    36,272    35,876    36,351    33,863    32,342

  Earnings Before Income Taxes       36,800    26,375    30,868    30,000    29,550    30,000    25,047    22,569
Applicable Income Taxes              12,800     9,100    10,618    10,325    10,175     8,990     8,572     7,569
    Net Earnings                    $24,000   $17,275   $20,250   $19,675   $19,375   $21,010   $16,475   $15,000

Net Earnings Per Common Share:
  Primary                              $.58      $.42      $.49      $.48      $.51      $.57      $.45      $.40
  Fully Diluted                         .57       .41       .49       .47       .47       .51       .40       .37
  Cash Dividends                        .14       .14       .14       .12       .12       .12       .11       .11

Fully Tax Equivalent Margin:
  Net Interest Income               $63,580   $60,375   $58,649   $57,464   $55,843   $51,626   $49,064   $46,116
  Tax Equivalent Adjustment             128       141       142       115       116       118       127       122
    Tax Equivalent Net 
     Interest Income                $63,708   $60,516   $58,791   $57,579   $55,959   $51,744   $49,191   $46,238
</TABLE>
                                 -59-
<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, 1996:

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 28 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    Filed herewith.

      3.2   Amended Code of Regulations  Incorporated by reference to
                                         Annex I to Provident Bancorp,
                                         Inc.'s Proxy Statement for
                                         the 1994 Annual Meeting of
                                         Shareholders.

      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.

                                 -60-
<PAGE>
     Number Exhibit Description          Filing Status

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

     10.1   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

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

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

                                 -61-
<PAGE>
     Number Exhibit Description          Filing Status

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

            Management Compensatory
            Agreements

     10.9   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).

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

     10.11  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).

     10.12  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).

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

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

     10.15  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.

                                 -62-
<PAGE>
(b)  Reports on Form 8-K:


     Date of Report     Item 5.  Other Events

     October 3, 1996    Revised its estimate of net income for the
                        third quarter of 1996 to $17 million as a
                        result of a one-time special assessment on
                        Savings Association Insurance Fund deposits.

     November 27, 1996  Provident Capital Trust I, a Delaware statutory
                        business issued $100 million of its 8.60%
                        capital securities. Bancorp owns all of the
                        beneficial ownership interests represented by
                        the common securities of the Trust. The sole
                        purpose of the Trust is to issue the capital and
                        common securities of the Trust and invest the
                        proceeds in 8.60% junior subordinated debentures
                        issued by Bancorp. The capital securities mature
                        in 2026 and are callable in ten years at a
                        premium of 104.30 that declines ratably over the
                        next ten years. The capital securities qualify
                        as Tier I Regulatory Capital.

                                 -63-
<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 20, 1997


      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 20, 1997
   Allen L. Davis     (Principal Executive Officer)


/s/Philip R. Myers    Director                         March 20, 1997
   Philip R. Myers


/s/Sidney A. Peerless Director                         March 20, 1997
   Sidney A. Peerless


/s/Joseph A. Pedoto   Director                         March 20, 1997
   Joseph A. Pedoto


/s/John R. Farrenkopf Vice President and               March 20, 1997
   John R. Farrenkopf Chief Financial and Accounting
                      Officer (Principal Financial
                      Officer and Principal
                      Accounting Officer)

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