<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, 1998                                           No. 1-8019

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


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

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

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

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

      As  of  February 26, 1999, there were 42,639,279  shares  of  the
Registrant's Common Stock outstanding.  The aggregate market  value  of
the  Common  Stock  held by non-affiliates at February  26,  1999,  was
approximately  $734,000,000   (based upon  non-affiliated  holdings  of
18,820,139 shares and a market price of $39.00 per share).

                 Documents Incorporated by Reference:
                                   
      Proxy  Statement  for  the 1999 Annual  Meeting  of  Shareholders
(portions which are incorporated by reference into Part III hereof).

                 Please address all correspondence to:
                                   
                           Christopher Carey
         Executive Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                        One East Fourth Street
                        Cincinnati, Ohio  45202

<PAGE>
                  PROVIDENT FINANCIAL GROUP, INC.



                      INDEX TO ANNUAL REPORT
                                 
                           ON FORM 10-K




PART I

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

PART II

  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS                           4
  ITEM 6.   SELECTED FINANCIAL DATA                               5
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                   6
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK                                          39
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          39
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                  73

PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   73
  ITEM 11.  EXECUTIVE COMPENSATION                               73
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                       73
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       73

PART IV

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
            ON FORM 8-K                                          73

SIGNATURES                                                       76
<PAGE>
                                PART I

ITEM 1.  BUSINESS

Provident Financial Group, Inc.

Provident  is  a  Cincinnati-based commercial  banking  and  financial
services  company  with  full  service  banking  operations  in  Ohio,
northern  Kentucky  and southwestern Florida. At  December  31,  1998,
Provident had total assets of $8.1 billion, loans and leases  of  $5.6
billion,  deposits of $5.3 billion and shareholders'  equity  of  $704
million.  Provident also services an additional $3.2 billion of  loans
and leases.

Provident's  executive offices are located at One East Fourth  Street,
Cincinnati, Ohio 45202 and its Investors Relations telephone number is
(513) 345-7102 or (800) 851-9521.

Provident has expanded its franchise in recent years through  internal
growth  and  acquisitions. Business lines that have been  expanded  to
operate  at a national level include Provident Capital Corp (a middle-
market  structured  finance products division),  Provident  Commercial
Group   and   Information  Leasing  Corporation  (commercial   leasing
divisions) and Provident Consumer Financial Services (a mortgage  loan
division).  Provident  has also expanded by  acquisitions  of  Florida
Gulfcoast  Bancorp,  Inc.  located  in  Sarasota,  Florida  and  South
Hillsborough Community Bank located in Hillsborough County, Florida.

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

At   December  31,  1998,  Provident  and  its  subsidiaries  employed
approximately  2,650 employees equating to approximately  2,475  full-
time-equivalent employees.

Competition

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

                                  1
<PAGE>
Supervision and Regulation

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

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

There  are various legal and regulatory limits on the extent to  which
Provident's  subsidiary banks may pay dividends  or  otherwise  supply
funds to Provident. 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 T  included
in "Notes to Consolidated Financial Statements".

Federal  and state laws regulate the operations of Provident'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.

                                 2
<PAGE>
Provident'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.

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  income  of
Provident and its subsidiaries cannot be predicted.

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

ITEM 2.  PROPERTIES

Provident  and its subsidiaries occupy their headquarters  located  at
One  East Fourth Street, Cincinnati, Ohio and additional office  space
in  downtown  Cincinnati under long-term leases. Provident  Bank  owns
five  buildings  in  the  Queensgate area of Cincinnati  that  contain
approximately  200,000 square feet which are used  for  offices,  data
processing  and warehouse facilities. Provident Bank owns  twenty-nine
of its branch locations and leases thirty-five. Provident Florida owns
three  of  its  branch  locations and  leases  four.  For  information
concerning  rental  obligations see  Note  F  included  in  "Notes  to
Consolidated Financial Statements".

ITEM 3.  LEGAL PROCEEDINGS

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


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

None in the fourth quarter.

                                 3
<PAGE>
                               PART II

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

The Common Stock is traded on the NASDAQ Stock Market under the symbol
"PFGI". The following table sets forth, for the periods indicated, the
high and low daily closing sales prices as reported on NASDAQ and  the
quarterly dividends paid by Provident.

                              1998                            1997
                 ---------------------------------------------------------------
                 Fourth   Third  Second   First  Fourth   Third  Second   First
                 Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
                 ---------------------------------------------------------------
High Close       $44.00  $50.50  $56.00  $53.00  $52.50  $52.25  $47.00  $39.38
Low Close         27.06   38.25   45.63   45.00   43.25   43.13   33.50   33.50
Period End Close  37.75   40.00   45.63   52.75   48.50   47.31   42.75   35.25
Cash Dividends      .20     .20     .20     .20     .20     .20     .16     .16

At   February  25,  1999,  there  were  4,062  holders  of  record  of
Provident's Common Stock.

In 1998 and 1997 Provident paid dividends on its Common Stock of $34.5
million  and  $29.6 million and on its Preferred Stock of $.8  million
and  $.7  million,  respectively. Provident  increased  its  quarterly
dividend  rate  per  share from $.20 to $.22 beginning  in  the  first
quarter  of 1999. Provident has indicated its intention to pay  annual
dividends of approximately 30% of recurring net income. It is expected
that  in  the  next several years, Provident's revenues  will  consist
principally  of dividends paid to it by its subsidiaries and  interest
generated  from  lending  and investing activities.  A  discussion  of
limitations   and  restrictions  on  the  payment  of   dividends   by
subsidiaries  to  Provident is contained under  ITEM  7  "MANAGEMENT'S
DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS   OF
OPERATIONS  - Liquidity" and Note T included in "Notes to Consolidated
Financial Statements".

                                 4
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                      Five Year
                                  Annual Compound                 For Year Ended December 31,
                                     Growth Rate    1998         1997         1996        1995        1994
                                  --------------------------------------------------------------------------
                                                       (Dollars In Thousands Except Per Share Amounts)
<S>                                      <C>    <C>          <C>          <C>         <C>         <C>
Earnings:
 Total Interest Income                   17.2%    $633,760     $571,812     $520,325    $462,396    $345,829
 Total Interest Expense                  22.9     (347,067)    (309,212)    (280,257)   (259,747)   (163,871)
                                                ------------------------------------------------------------
  Net Interest Income                    12.0      286,693      262,600      240,068     202,649     181,958
 Provision for Loan and Lease Losses     21.1      (31,200)     (44,750)     (47,000)    (14,000)    (12,000)
 Noninterest Income                      40.0      222,987      172,658      101,437      61,837      38,468
 Noninterest Expense                     21.8     (302,406)    (225,978)    (175,162)   (143,320)   (120,889)
                                                ------------------------------------------------------------
  Income Before Income Taxes             17.3      176,074      164,530      119,343     107,166      87,537
 Applicable Income Taxes                 16.9      (61,122)     (57,093)     (41,198)    (35,306)    (29,871)
                                                -------------------------------------------------------------
  Net Income (1)                         17.5     $114,952     $107,437      $78,145     $71,860     $57,666
                                                =============================================================

Per Common Share Data:
 Basic Earnings (1)                      11.3%       $2.66        $2.59        $1.96       $1.98       $1.56
 Diluted Earnings (1)                    12.8         2.56         2.45         1.87        1.75        1.40
 Dividends Paid                          17.3          .80          .72          .54         .47         .42
 Book Value                              13.6        16.29        14.69        12.54       10.78        9.16

Balances at December 31:
 Total Investment Securities             16.6%  $1,514,153   $1,381,707   $1,028,207    $959,904    $685,920
 Total Loans and Leases                  10.7    5,623,505    5,051,842    5,311,448   4,896,076   4,204,538
 Total Managed Loans and Leases          21.1    8,843,543    6,584,528    5,568,709   4,896,076   4,204,538
 Reserve for Loan and Lease Losses       13.4       75,907       71,980       66,693      60,235      51,979
 Total Assets                            11.6    8,134,987    7,106,859    6,824,388   6,205,351   5,411,491
 Noninterest Bearing Deposits             9.6      669,840      605,166      554,262     523,631     452,458
 Interest Bearing Deposits               10.6    4,657,481    4,091,132    4,042,218   3,654,920   3,616,191
 Total Deposits                          10.5    5,327,321    4,696,298    4,596,480   4,178,551   4,068,649
 Long-Term Liabilities                   30.3    1,033,173      786,974      949,913     820,083     383,433
 Total Shareholders' Equity              15.9      703,854      626,341      513,750     432,537     359,351

Other Statistical Information:
 Return on Average Assets (1)                         1.45%        1.56%        1.23%       1.29%       1.24%
 Return on Average Equity (1)                        16.61        19.13        17.03       18.37       16.64
 Dividend Payout Ratio                               30.72        28.15        28.12       26.17       30.62

Capital Ratios at December 31:
 Total Equity to Total Assets                         8.65%        8.81%        7.53%       6.97%       6.64%
 Tier 1 Leverage Ratio                                9.00         9.94         8.97        7.13        7.21
 Tier 1 Capital to Risk-Weighted Assets               8.55         9.67         9.19        7.52        7.86
 Tier 2 Capital to Risk-Weighted Assets               2.60         3.44         3.81        4.25        4.99
 Total Risk-Based Capital to
   Risk-Weighted Assets                              11.15        13.11        13.00       11.77       12.85

Loan Quality Ratios at December 31:
 Reserve for Loan and Lease Losses to
   Total Loans and Leases                             1.35%        1.42%        1.26%       1.23%       1.24%
 Reserve for Loan and Lease Losses to
   Nonperforming Loans                              178.30       153.82       304.51      142.57      714.29
 Nonperforming Loans to Total Loans
   and Leases                                         0.76         0.93         0.41        0.86        0.17
 Net Charge-Offs to Average Net Loans
   and Leases                                         0.48         0.78         0.85        0.13        0.02

(1)  Selected Financial Data on Operating Income follows (excludes Special Charges and Exit Costs (1998)
     and One-Time Deposit Insurance Charges (1996):

       Net Income                        20.3%    $129,255     $107,437      $83,450     $71,860     $57,666
       Basic Earnings                    13.9         2.99         2.59         2.09        1.98        1.56
       Diluted Earnings                  15.5         2.88         2.45         1.99        1.75        1.40
       Return on Average Assets                       1.63%        1.56%        1.31%       1.29%       1.24%
       Return on Average Equity                      18.67        19.13        18.18       18.37       16.64
</TABLE>

                                 5
<PAGE>
ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

Provident  Financial Group, Inc. publishes forward-looking  statements
relating   to  such  matters  as  anticipated  financial  performance,
business  prospects, new banking and financial service products,  Year
2000 issues and similar matters. In particular, statements made within
"Business Initiatives", "Performance Review", "Provision for Loan  and
Lease  Losses",  "Credit Risk Management" and "Year  2000  Compliance"
discussions  included within MANAGEMENT'S DISCUSSION AND  ANALYSIS  OF
FINANCIAL  CONDITION  AND RESULTS OF OPERATIONS have  forward  looking
statements.  The  Private Securities Litigation  Reform  Act  of  1995
provides a safe harbor for forward-looking statements. Provident notes
that  a  variety  of  factors  could  cause  its  actual  results  and
experiences to differ materially from the anticipated results or other
expectations expressed in its forward-looking statements. These  risks
and  uncertainties  include, without limitation, changes  in  interest
rates,   developments   in   the  economies   served   by   Provident,
deterioration  in  general economic conditions which  could  adversely
affect  borrowers, changes in anticipated credit quality  trends,  the
ability  to  achieve  the  results anticipated  from  the  Performance
Optimization  Project,  changes  in  accounting,  tax  or   regulatory
practices or requirements and other factors noted in conjunction  with
forward-looking  statements.  In  addition,  borrowers  could   suffer
unanticipated  losses  without regard to general economic  conditions.
The  result  of these and other factors could cause a difference  from
expectations  of  the  level of defaults and  a  change  in  the  risk
characteristics of the loan and lease portfolio and a  change  in  the
provision for loan and lease losses. Forward-looking statements  speak
only  as  of  the  date made. Provident undertakes no  obligations  to
update   any   forward-looking  statements  to   reflect   events   or
circumstances arising after the date on which they are made.

INTRODUCTION

Provident Financial Group, Inc. (Parent) is a holding company for  two
FDIC member banks, The Provident Bank (in Ohio) and Provident Bank  of
Florida.  The Provident Bank of Kentucky was merged into The Provident
Bank  on  March  23,  1998.  Major business lines  include:  Provident
Capital  Corp, a national provider of middle-market structured finance
products;  Commercial  Banking,  a  regional  provider  of  commercial
lending products and services; Commercial Mortgage, a regional  lender
of  commercial real estate credit; Information Leasing Corporation,  a
full   service,  small-ticket  equipment  leasing  company;  Provident
Commercial   Group,  an  equipment  leasing  and  finance   operation;
Provident  Consumer  Financial Services,  a  mortgage  loan  division;
Consumer Lending, a regional operation originating consumer loans  and
leases; and Consumer Banking, providing sales and services of consumer
and  small business deposits, loans, trust and brokerage services  and
investment products.

                                 6
<PAGE>
PERFORMANCE SUMMARY

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

TABLE 1:  Three-Year Variance Schedule
<TABLE>
<CAPTION>
                          Year Ending 1998       Year Ending 1997      Year Ending 1996
                        -----------------------------------------------------------------
                        Amount   $ Chg  % Chg  Amount  $ Chg  % Chg  Amount  $ Chg  % Chg
                        -----------------------------------------------------------------
                                     (Dollars in Millions Except Per Share Data)
<S>                      <C>     <C>      <C>   <C>    <C>      <C>   <C>    <C>     <C>
Net Interest Income       $287     $24      9%   $263    $23      9%   $240    $37     18%
Noninterest Income         223      50     29     173     72     70     101     39     64
Total Revenue              510      74     17     436     95     28     341     76     29
Provision for Loan
 and Lease Losses           31     (14)   (30)     45     (2)    (5)     47     33    236
Noninterest Expense (1)    302      76     34     226     51     29     175     32     22
Net Income (1)             115       8      7     107     29     37      78      6      9
Total Loans and Leases   5,624     572     11   5,052   (259)    (5)  5,311    415      8
Total Assets             8,135   1,028     14   7,107    283      4   6,824    619     10
Total Deposits           5,327     631     13   4,696    100      2   4,596    417     10
Long-Term Liabilities    1,033     246     31     787   (163)   (17)    950    130     16
Stockholders' Equity       704      78     12     626    112     22     514     81     19
Per Common Share:
  Book Value             16.29    1.60     11   14.69   2.15     17   12.54   1.76     16
  Diluted Earnings (1)    2.56    0.11      4    2.45   0.58     31    1.87   0.12      7

(1) Variances on Operating Income follows (excludes Special Charges and Exit Costs (1998)
    and One-Time SAIF Deposit Insurance Charge (1996):

     Noninterest Expense   280      54     24     226     59     35     167     24     17
     Net Income            129      22     20     107     24     29      83     11     16
     Diluted Earnings     2.88    0.43     18    2.45   0.46     23    1.99   0.24     14
</TABLE>
Provident  reported net income of $115.0 million,  107.4  million  and
$78.1  million  for 1998, 1997 and 1996,respectively. Net  income  for
these years was significantly impacted by the following events. First,
net  income  for 1998 and 1996 was reduced by unusual and  significant
after-tax  charges of $14.3 million (special charges and  exit  costs)
and  $5.3  million (recapitalization of SAIF deposit insurance  fund),
respectively.   Second,  Provident  changed  the  structure   of   its
securitization transactions to the "cash-out" method beginning in  the
first   quarter  of  1998.  Subsequently,  the  Financial   Accounting
Standards Board and Securities and Exchange Commission indicated  that
this   change   be   retroactively  applied  to   all   securitization
transactions. As a result, previously reported earnings per share  was
restated  by an additional 3 cents for the first nine months  of  1998
and  a  reduction  of  18  cents  and  7  cents  for  1997  and  1996,
respectively.

Excluding  the unusual and significant charges, earnings  per  diluted
share  increased 18% during 1998 to $2.88, compared to $2.45 for  1997
and  $1.99  for  1996. Alternatively, if the positive  impact  of  the
accounting change was excluded, it would have resulted in only  an  8%
increase  in earnings per diluted share during 1998 to $2.85, compared
to $2.63 for 1997 and $2.06 for 1996.

Contributing  to  the increased income for 1998 and  1997  was  higher
revenues   in  both  net  interest  income  and  noninterest   income.
Noninterest income outpaced net interest income in its rate of  growth
during this three-year time period as a result of Provident's emphasis
on  fee revenue, primarily from gains on the sale of loans and leases,
rental income on operating leases and non-deposit service charges  and
fees. The growth in net interest income was a result of the growth  in
the loan and lease portfolio.

                                 7
<PAGE>
Expenses for Provident have also increased during this three-year time
period.  During  1998,  management took specific  steps  to  slow  the
increase  of expenses. First, those business units where the  prospect
for  future  revenue growth did not justify current  operating  losses
were  terminated. Second, a reengineering project, referred to as  the
Performance  Optimization Project ("POP"), was  initiated  with  areas
being  identified where productivity could be improved. Implementation
of the POP process began at the end of 1998 with cost savings expected
to  occur  during 1999 and the first half of the year  2000.  A  $22.0
million charge to earnings was taken during the fourth quarter of 1998
covering  employee  termination benefits, business  line  exit  costs,
equipment disposition and professional fees.

Total  assets for 1998, 1997 and 1996 were $8.1 billion, $7.1  billion
and  $6.8  billion,  respectively.  In  addition,  Provident  sells  a
significant  portion  of  the  loans and leases  it  originates  while
retaining the servicing rights. Managed assets, which represent  total
assets  plus  loans  and  leases serviced for  others,  totaled  $11.4
billion,  $8.6 billion and $7.1 billion as of December 31, 1998,  1997
and  1996, respectively. Asset quality ratios for 1998 improved during
1998  as compared to 1997. The ratio of nonperforming assets to  total
assets was .56%, .83% and .42% as of December 31, 1998, 1997 and 1996,
respectively. The ratio of reserve for loan and lease losses to  total
loans and leases was 1.35%, 1.42% and 1.26% at December 31, 1998, 1997
and 1996, respectively.

Total deposits for 1998, 1997 and 1996 were $5.3 billion, $4.7 billion
and  $4.6 billion. The primary area of deposit growth during the  past
two  years  has  been  from Provident's issuance  of  certificates  of
deposit  ("CD's"),  most notably brokered CD's  and  in-market  public
funds CD's. Long-term borrowings increased $246.2 million during  1998
as a result of additional borrowing from the Federal Home Loan Bank.

Shareholders'  equity has increased $77.5 million and  $112.6  million
during 1998 and 1997, respectively. The growth in equity has been  the
result  of  income  exceeding dividends paid, the  exercise  of  stock
options   and   shares  of  stock  distributed  in   connection   with
acquisitions.  During  August 1998, the Board of Directors  authorized
the  purchase  of  up  to 1 million shares of treasury  stock.  As  of
December 31, 1998, Provident had purchased 572,700 shares.

                                 8
<PAGE>
Other  than  the  efficiency  ratio  which  has  steadily  risen,  key
performance  ratios  of Provident have remained relatively  consistent
over  the  past  three years. These ratios include  the  net  interest
margin  (net  interest income to total interest earning  assets),  the
efficiency  ratio  (noninterest expense  to  tax  equivalent  revenue,
excluding  non-recurring items and security gains/losses),  return  on
assets (net income to average total assets) and return on equity  (net
income  to  average  total  equity). The following  table  provides  a
comparison of these and other performance ratios:

TABLE 2:  Selected Performance Ratios

                                                  1998    1997    1996
                                                 ---------------------
Net Interest Margin                               3.93%   4.03%   3.96%
Efficiency Ratio                                 56.42   53.06   48.84
Return on Average Assets (Operating Income)       1.63    1.56    1.31
Return on Average Equity (Operating Income)      18.67   19.13   18.18
Average Equity to Average Assets                  8.73    8.14    7.22
Dividend Payout to Net Earnings                  30.72   28.15   28.12

BUSINESS INITIATIVES

The  financial  services  industry is highly competitive.  To  compete
effectively,  management  is focusing on its  core  strategy  and  the
application  of steady and basic business processes. Provident's  plan
is  to  increase  profitability by increasing sales  of  its  existing
products and services in its current markets, introducing its products
and  services  in new markets, and adding new products  and  services.
Examples of how this strategy is being applied include:

- Pricing Disciplines -- Analytical procedures are used to measure the
  profitability for all products and services.  Risk  adjusted capital
  allocations, tiered pricing whenever possible, data driven  analysis
  and  return  on equity hurdles are used to measure the profitability
  of each of the products and services offered.

- New  Commercial  Lending  and  Leasing Offices -- Commercial lending
  expanded during 1997 and 1998 by opening four offices in major cities.
  Provident  Capital Corp opened offices in Chicago and San Francisco;
  Provident  Commercial  Group  secured  an  office  in  Phoenix;  and
  Commercial Banking expanded by opening an office in Indianapolis and
  placing  a  greater  emphasis on the West Coast  of  Florida.  These
  locations are expected to contribute to the continuing growth of the
  commercial lending business.

- Expansion   of   Information   Leasing  Corporation  --  Information
  Leasing is an example of Provident's ability to identify and  expand
  new  products  and  businesses. This business line entered  national
  markets  in  1997 and implemented credit scoring to its underwriting
  procedures and internet-based transaction processing in 1998.

- National Nonconforming Mortgage  Operations  --  Provident  Consumer
  Financial  Services, Provident's residential lending  and  servicing
  business  line, continues to represent a major business opportunity.
  During 1998, over $1.1 billion of nonconforming mortgage loans  were
  originated.

                                 9
<PAGE>
- Warehouse  Lending  --  During  1997,  Provident  began  originating
  warehouse  lending lines (short-term financing to  mortgage  bankers
  secured by residential loans). A significant factor in the growth of
  Warehouse  Lending was the leveraging of the customer  relationships
  developed by the nonconforming mortgage business of Provident Consumer
  Financial Services. As of December 31, 1998, warehouse lending lines
  had grown to $470 million of which $400 million had been securitized
  and sold.

- Loan   Securitizations   and   Sales  with  Retained  Servicing   --
  Management remains committed to moving assets off-balance  sheet  as
  strong  lending efforts, from both internal and third-party sources,
  continue  to  generate  assets more rapidly  than  deposits  can  be
  generated.   Provident   securitizes  and/or   sells   nonconforming
  residential loans, equipment leases, warehouse lines, auto leases and
  home  equity loans, while retaining the servicing of the  loans  and
  leases.  The  proceeds  from  the loan securitizations/sales  permit
  Provident to originate a higher volume of loans and leases than would
  normally be possible for a company its size.

- Increased Concentration on the ATM Network  --  In October,  1998 an
  agreement was completed  to deploy 150 ATMs in Wal-Mart and Sam's Club
  stores in Ohio and Kentucky. In January 1999, an agreement was signed
  with United Dairy Farmers, a Cincinnati based operator of convenience
  stores,  to provide an additional 79 ATMs. This will increase  total
  ATMs  at  United Dairy Farmers store locations to 203. Through  this
  agreement,  Provident  will  become the exclusive  provider  of  ATM
  services for United Dairy Farmers. With these agreements, Provident's
  ATM network will exceed 450 locations.

- Improved   Efficiency  --  Provident  has  recently  taken  multiple
  steps to improve its operating efficiencies including the elimination
  or  reduction  of products and services for which the  prospect  for
  profit was not satisfactory. Programs terminated include the MeritValu
  program,  Free  Market  Partners, the national  conforming  mortgage
  division and overlapping branches. In addition, a consulting firm was
  employed  to  assist Provident in identifying process  reengineering
  opportunities in order to reduce costs, increase fee income and  re-
  deploy  resources to grow revenues. The review, referred to  as  the
  Performance Optimization Project ("POP"), was completed in  December
  1998, with implementation to follow in 1999 and 2000.

                                10
<PAGE>
BUSINESS LINES

Provident  has identified eight major lines of business. The following
table summarizes net income by these lines for the past two years.

TABLE 3:  Net Income by Business Lines

                                                     1998       1997
                                                   -------------------
                                                      (In Thousands)
Commercial:
  Commercial Banking                                $29,578    $28,829
  Provident Capital Corp                             24,051     20,602
  Commercial Mortgage                                17,460     15,168
  Information Leasing Corporation                    10,285      3,733
  Provident Commercial Group                         10,135      7,534
Retail:
  Provident Consumer Financial Services              18,219     18,442
  Consumer Lending                                    9,891      7,625
  Consumer Banking                                    3,541      5,701
Other                                                 6,095       (197)
Special Charges and Exit Costs                      (14,303)         -
                                                   -------------------
                                                   $114,952   $107,437
                                                   ===================

Business line descriptions and fluctuation analysis follows:

Commercial:

  Commercial  Banking  is comprised of the following  business  units:
  Commercial   Lending,   Business   Banking,   Corporate    Services,
  Electronic  Merchant Services and International Services. Commercial
  Lending   provides  traditional  commercial  lending  products   and
  services  including working capital, term and asset-based financing.
  Business  Banking provides specialized credit products and financial
  services  directed to the needs of small business and their  owners.
  Corporate  Services  provides  cash  management  and  group  banking
  products  and  services  to a broad range of businesses  nationwide.
  Electronic  Merchant  Services  provides  retailers  with  an  easy,
  inexpensive  and  convenient  system  to  accept  credit  cards  for
  payments  of goods and services. International Services  provides  a
  full  range  of  banking  services for firms and  individuals  doing
  business  outside the United States. Net income increased 3%  during
  1998  as  a  result of improved credit quality, which was offset  by
  net interest margin compression.
  
  Provident Capital Corp is a national provider of funding to  support
  middle  market  leveraged financing transactions.  Capital  Corp  is
  comprised  of  the  following  business units:  Structured  Finance,
  Provident  Business Credit and Provident Leveraged Capital Partners.
  Structured  Finance is an "event lender" of senior debt  to  support
  leveraged  financings  including management  buyouts,  recapitaliza-
  tions,  acquisitions and business expansions. Business Credit  is  a
  national   provider  of  asset-based  financing  for   middle-market
  manufacturing,   distribution   service   and   select    technology
  companies.  Leveraged Capital Partners provides mezzanine  financing
  to  companies  with  transactions ranging  from  $2  million  to  $7
  million. Net income for Capital Corp increased for 1998 as a  result
  of  higher  fee  income,  which was partially  offset  by  a  higher
  provision for loan losses.

                                11
<PAGE>  
  Commercial  Mortgage  provides a variety of loans  and  services  to
  support the commercial real estate market primarily in Ohio and  the
  surrounding  geographic  area. Products and services  include:  land
  acquisition   and   development  loans;   construction   loans   for
  residential  and  commercial developments; and long-term  loans  for
  multi-family  projects, retail shopping centers,  office  buildings,
  warehouses,  light industrial buildings and distribution facilities.
  Higher  net interest income resulting from a larger commercial  real
  estate  loan  portfolio was the primary reason for the  increase  in
  net income for 1998.
  
  Information Leasing Corporation is a full service equipment  leasing
  company  that  focuses on establishing strategic relationships  with
  high  volume,  quality equipment vendors and customers.  Information
  Leasing  generates its business through contractual vendor programs,
  master  lease  agreements, informal vendor relationships,  acquiring
  transactions  from  other  leasing  concerns,  and  from  additional
  equipment  acquisitions  from existing  customers.  In  addition  to
  being a direct equipment lessor, Information Leasing manages, on  an
  outsource  basis, the lease acquisition process for certain  of  its
  customers.  A  cash  gain  from Information  Leasing's  first  lease
  securitization  and sale was the primary reason for the  higher  net
  income in 1998.
  
  Provident  Commercial  Group provides lease and  loan  financing  to
  commercial  and industrial customers nationwide for the  acquisition
  of  equipment.  Transactions  include term  loans,  finance  leases,
  operating  leases  and  other specialized credit  facilities.  Asset
  types  include  corporate  and  commercial  aircraft,  construction,
  distribution,  manufacturing  and  mining  equipment,  as  well   as
  transportation  equipment  such  as  trucks,  tractors  and  freight
  containers. Net income for Commercial Group increased for 1998 as  a
  result  of higher rental income along with larger gains realized  on
  the sale of lease residuals.

Retail:

  Provident  Consumer  Financial Services  originates  conforming  and
  nonconforming   residential   loans   to   consumers   ("residential
  lending")  and  short-term  financing to  mortgage  originators  and
  brokers  ("warehouse  lending").  Characteristics  of  nonconforming
  loan  originated include: 90% with "B" credit grade or  better;  65%
  with  full  documentation  and 10% with reduced  documentation;  65%
  have   prepayment  penalties;  90%  to  95%  are  secured  by  first
  mortgages; 90% are owner occupied; and, on average, have  a  75%  to
  80%  loan-to-value  ratio. Consumer Financial Services  has  an  in-
  house  mortgage  servicing department as well as a network  platform
  that  permits  the processing of nonconforming mortgage transactions
  on  a  national  basis. Consumer Financial Services is  licensed  to
  operate  in  all  50 states. Generally, residential loans  are  sold
  through   securitizations.  Warehouse  loans  are  sold  with   loan
  servicing retained.

                                12
<PAGE>  
  Net  income  for its residential lending business was $10.9  million
  and  $18.8 million for 1998 and 1997, respectively. During 1998, the
  nonconforming  mortgage  lending business  increased  its  staff  to
  generate  higher  loan  production.  Although  loan  production  did
  increase,   gains  recognized  on  loan  sales  remained  relatively
  unchanged.  This  was  due  to increased competition,  resulting  in
  higher  loan  acquisition premiums, and a  decrease  in  the  loans'
  average life, both of which was experienced industry-wide.
  
  Net  income  (loss)  for  its warehouse lending  business  was  $7.3
  million  and  $(.3)  million for 1998 and  1997,  respectively.  The
  warehouse  lending business began operations during the second  half
  of  1997. Due to start-up costs and the ramping up of production,  a
  small  loss  was  incurred during 1997. During 1998,  the  warehouse
  lending  business  became fully operational which  resulted  in  the
  improved net income.
  
  Consumer  Lending  is  comprised of the  following  business  units:
  Direct  Lending,  Indirect Lending, Home  Equity  and  Credit  Card.
  These  business units provide auto leasing, instalment, home  equity
  and  credit card lending to consumers. Services are provided through
  third party financing arrangements, direct origination programs  and
  Provident's  retail branch offices. The increase in net  income  was
  due  primarily  to  expansion  of auto lease  originations  into  an
  additional five midwestern states.
  
  Consumer  Banking  sells and services consumer  and  small  business
  deposits,  loans,  trust  and  brokerage  services,  and  investment
  products.  The  physical distribution includes a network  of  fifty-
  eight   traditional   branches,  thirteen  in-store   branches   and
  approximately  340  ATM's  in Ohio, Kentucky  and  Florida  markets.
  Recent   initiatives  include  deposit  product  improvements,   the
  introduction  of  a  new  indexed savings account,  development  and
  implementation  of  a  comprehensive  distribution  plan   and   the
  introduction  of  a new logo, branch signage and merchandising.  The
  new  "Personal  Banker"  and "Simple Truth About  Banking"  concepts
  were  introduced  to  the  market  in  1997  and  will  provide  the
  foundation  for  future marketing strategies. The  decrease  in  net
  income for Consumer Banking was due primarily to compression in  the
  deposit  margin as a result of lower interest rates and a  shift  in
  customer preference to higher yielding money market accounts.

Other  includes  income  and expenses not allocated  to  the  business
lines,  net securities gains and the results of the treasury  unit.  A
primary  reason for the increase in net income for this  category  was
higher gain on the sale of investment securities.

                                13
<PAGE>
DETAILED INCOME ANALYSIS

Net Interest Income

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

Net  interest  income represents the principal source  of  income  for
Provident.  In 1998, 1997 and 1996, net interest income on  a  taxable
equivalent  basis  was  $286.9  million,  $263.0  million  and  $240.6
million,  respectively, which represented approximately 56%,  60%  and
70% of net revenues (net interest income plus noninterest income). The
downward trend of this ratio is due primarily to the sale of loans and
leases  resulting in lowering interest income and raising  noninterest
income.

Net interest margin represents net interest income as a percentage  of
total  interest  earning assets. The net interest  margin  was  3.93%,
4.03% and 3.96% for 1998, 1997 and 1996, respectively. The decrease in
the  margin  during 1998 was a result of strong earning  asset  growth
combined  with  an increase in market funding and a small  decline  in
earning asset spreads.

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

                                14
<PAGE>
TABLE 4:  Net Interest Income, Average Balances and Rates
<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                -------------------------------------------------------------------------------------
                                            1998                         1997                         1996
                                -------------------------------------------------------------------------------------
                                 Average   Income/  Average   Average   Income/  Average   Average   Income/  Average
                                 Balance   Expense   Rate     Balance   Expense   Rate     Balance   Expense   Rate
                                -------------------------------------------------------------------------------------
                                                                (Dollars in Millions)
<S>                             <C>        <C>       <C>     <C>        <C>       <C>     <C>        <C>       <C>
ASSETS
Interest Earning Assets:
 Loans and Leases:
  Commercial Lending:
   Commercial and Financial     $3,172.8   $293.1     9.24%  $2,581.0   $239.9     9.29%  $2,286.2   $212.0     9.27%
   Mortgage                        446.1     41.7     9.35      495.6     46.6     9.40      457.6     41.5     9.07
   Construction                    359.0     30.9     8.62      291.9     25.7     8.81      242.1     21.5     8.89
   Lease Financing                 317.5     34.8    10.97      267.1     29.7    11.12      141.5     11.4     8.02
  Consumer Lending:
   Instalment                      677.3     66.4     9.80      813.5     80.7     9.93      972.9     92.4     9.50
   Residential                     226.5     20.8     9.19      268.5     21.9     8.14      460.3     39.0     8.47
   Lease Financing                 506.9     38.2     7.54      616.4     47.8     7.76      457.7     34.3     7.49
                                ------------------------------------------------------------------------------------
    Total Loans and Leases       5,706.1    525.9     9.22    5,334.0    492.3     9.23    5,018.3    452.1     9.01
 Investment Securities:
  Taxable                        1,506.4     99.9     6.63    1,164.2     78.5     6.74    1,026.8     67.0     6.53
  Tax-Exempt                         4.3       .3     7.55        8.3       .5     6.13       14.3       .9     6.10
                                ------------------------------------------------------------------------------------
   Total Investment Securities   1,510.7    100.2     6.63    1,172.5     79.0     6.74    1,041.1     67.9     6.52
 Trading Account Securities         68.4      6.5     5.51          -        -        -          -        -        -
 Federal Funds Sold and Reverse
  Repurchase Agreements             24.9      1.3     5.41       15.3       .9     5.71       17.9       .9     5.25
                                ------------------------------------------------------------------------------------
Total Earning Assets             7,310.1    633.9     8.67%   6,521.8    572.2     8.77%   6,077.3    520.9     8.57%
Cash and Noninterest
 Bearing Deposits                  193.3                        155.9                        140.8
Other Assets                       426.2                        218.4                        136.3
                                --------                     --------                     --------
 Total Assets                   $7,929.6                     $6,896.1                     $6,354.4
                                ========                     ========                     ========
LIABILITIES AND SHAREHOLDERS'
 EQUITY
Interest Bearing Liabilities:
 Deposits:
  Demand Deposits                 $264.4      5.6     2.13%    $246.3      5.5     2.22%    $253.5      4.9     1.93%
  Savings Deposits               1,091.3     44.5     4.08      629.9     22.2     3.52      578.1     15.7     2.71
  Time Deposits                  3,046.4    172.1     5.65    3,378.2    193.8     5.74    2,989.5    172.3     5.76
                                ------------------------------------------------------------------------------------
   Total Deposits                4,402.1    222.2     5.05    4,254.4    221.5     5.21    3,821.1    192.9     5.05
 Short-Term Debt:
  Federal Funds Purchased
   and Repurchase Agreements     1,068.5     57.9     5.42      493.8     26.4     5.34      610.0     32.2     5.27
  Commercial Paper                 232.7     13.0     5.59      156.9      9.2     5.86      143.6      7.9     5.49
  Short-Term Notes Payable           1.5       .1     5.60        1.6       .1     5.23        1.7       .1     5.29
                                ------------------------------------------------------------------------------------
   Total Short-Term Debt         1,302.7     71.0     5.45      652.3     35.7     5.46      755.3     40.2     5.31
 Long-Term Debt                    737.9     45.1     6.12      687.3     43.4     6.32      765.8     46.4     6.05
 Junior Subordinated Debentures     98.8      8.7     8.76       98.8      8.6     8.77        9.5       .8     8.62
                                ------------------------------------------------------------------------------------
Total Interest Bearing
 Liabilities                     6,541.5    347.0     5.31%   5,692.8    309.2     5.43%   5,351.7    280.3     5.24%
Noninterest Bearing Deposits       545.0                        451.0                        398.8
Other Liabilities                  150.9                        190.7                        144.9
Shareholders' Equity               692.2                        561.6                        459.0
Total Liabilities and
                                --------                     --------                     --------
 Shareholders' Equity           $7,929.6                     $6,896.1                     $6,354.4
                                ========   ------            ========   ------            ========   ------
Net Interest Income                        $286.9                       $263.0                       $240.6
                                           ======                       ======                       ======
Net Interest Margin                                   3.93%                        4.03%                        3.96%
                                                      ====                         ====                         ====
Net Interest Spread                                   3.36%                        3.34%                        3.33%
                                                      ====                         ====                         ====
</TABLE>
In  preparing the net interest margin table, nonaccrual loan  balances
are  included in the average balances for loans and leases. Loan  fees
are  included  in  loan  and lease income as follows:   1998  -  $22.7
million, 1997 - $18.3 million and 1996 - $17.4 million.

                                15
<PAGE>
Table  5  shows the changes in net interest income on a tax equivalent
basis  resulting from changes in volume and changes in rates.  Changes
not solely due to volume or rate have been allocated proportionately.

TABLE 5:  Net Interest Income Changes Due to Volume and Rates

                                          Year Ended December 31,
                                 ------------------------------------------
                                 1998 Changes from     1997 Changes from
                                    1997 Due to           1996 Due to
                                 ------------------------------------------
                                  Volume      Rate      Volume      Rate
                                 ------------------------------------------
                                               (In Thousands)
Interest Earned On:
   Loans and Leases:
      Commercial Lending:
         Commercial and Financial $54,677    $(1,476)   $27,395        $486
         Mortgage                  (4,628)      (222)     3,532       1,522
         Construction               5,796       (567)     4,384        (204)
         Lease Financing            5,536       (418)    12,790       5,561
      Consumer Lending:
         Instalment               (13,354)      (981)   (15,676)      4,018
         Residential               (3,663)     2,619    (15,670)     (1,444)
         Lease Financing           (8,289)    (1,352)    12,276       1,298
                                  -----------------------------------------
            Net Loans and Leases   36,075     (2,397)    29,031      11,237
   Investment Securities:
      Taxable                      22,712     (1,298)     9,206       2,276
      Tax-Exempt                     (282)       100       (364)          4
  Trading Account                   6,463          -          -           -
   Federal Funds Sold                 525        (49)      (148)         79
                                  -----------------------------------------
         Total                     65,493     (3,644)    37,725      13,596
                                  -----------------------------------------
Interest Paid On:
   Demand Deposits                    392       (230)      (143)        712
   Savings Deposits                18,373      3,958      1,502       5,001
   Time Deposits                  (18,787)    (2,849)    22,303        (865)
                                  -----------------------------------------
      Total Deposits                  (22)       879     23,662       4,848
   Short-Term Debt:
      Federal Funds Purchased      31,121        384     (6,200)        394
      Commercial Paper              4,253       (443)       762         561
      Short-Term Notes Payable         (3)         6         (6)         (1)
                                  -----------------------------------------
         Total Short-Term Debt     35,371        (53)    (5,444)        954
   Long-Term Debt                   3,128     (1,448)    (4,907)      1,996
   Junior Subordinated Debentures       5         (5)     7,832          14
                                  -----------------------------------------
         Total                     38,482       (627)    21,143       7,812
                                  -----------------------------------------
Net Interest Income               $27,011    $(3,017)   $16,582      $5,784
                                  =========================================

Provision for Loan and Lease Losses

Charges  to  the  provision for loan and lease  losses  are  taken  to
maintain  an adequate balance in the reserve for such losses based  on
the  level of credit risk in the lending portfolio. During 1998,  1997
and  1996, the provision for loan and lease losses was $31.2  million,
$44.8  million  and $47.0 million, respectively. Factors  that  caused
fluctuations  in the balance of reserve for loan and lease  losses  or
the level of credit risk during the three years include:

                                16
<PAGE>
- Loan  Charge-Offs  --  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. Net charge-
  offs  for 1998, 1997 and 1996 were $27.3 million, $41.3 million  and
  $41.9 million, respectively.

- Growth in the Lending  Portfolio  --  The credit risk of the lending
  portfolio  increases as the size of the lending portfolio  increases
  assuming no other changes to the lending portfolio. During 1998  and
  1996, total loans and leases grew 11% and 8%, respectively, while in
  1997, total loans and leases decreased 5%.

- Composition of the Lending  Portfolio  --  The type and credit grade
  of loans affect the overall credit risk of the lending portfolio. The
  percentage of consumer lending to total loans and leases was 22%, 24%
  and  36%  in 1998, 1997 and 1996 respectively. The decrease in  this
  percentage was due to the sale of consumer loans and leased vehicles
  and the strong growth in commercial lending during this time period.

Noninterest Income

Table  6  details  the components of noninterest income  and  their
change since 1996:

TABLE 6:  Noninterest Income
<TABLE>
<CAPTION>
                                                                        Percentage
                                                                    Increase (Decrease)
                                                                    -------------------
                                        1998       1997       1996    1998/97  1997/96
                                      -------------------------------------------------
                                              (In Thousands)
<S>                                   <C>        <C>        <C>         <C>     <C>
 Service Charges on Deposit Accounts   $27,242    $24,752    $21,537    10.1%    14.9%
 Other Service Charges and Fees         51,678     37,058     29,328    39.5     26.4
 Operating Lease Income                 37,481     26,207     10,033    43.0    161.2
 Gain on Sales of Loans and Leases      80,221     60,883     26,255    31.8    131.9
 Security Gains                         12,940      9,713         96    33.2       -
 Other                                  13,425     14,045     14,188    (4.4)    (1.0)
                                      -----------------------------------------------
                                      $222,987   $172,658   $101,437    29.1%    70.2%
                                      ===============================================
</TABLE>
Noninterest  income has grown significantly over  the  past two years.
Noninterest  income  increased  $50.3  million (29%)  during  1998 and
$71.2  million  (70%)  during  1997.  Explanations  for the growth  in
noninterest income by category follow:

- Service Charges on Deposit Accounts  --  Service  charges on deposit
  accounts  have increased for 1998 and 1997 as a result of  increased
  fees received on corporate deposit accounts, and ATM usage.

- Other Service Charges and Fees  --  The  increased  revenue in other
  service  charges and fees is primarily attributable  to  two  areas.
  First, Provident Capital Corp at times lends funds to businesses and
  receives stock or stock warrants of the business. This permits Capital
  Corp  to  participate in the business's growth. Subsequently,  these
  stocks or stock warrants are recognized as noninterest income. Second,
  loan  servicing  fees  continue to increase  as  Provident  Consumer
  Financial  Services retains the servicing of securitized residential
  loans sold.

                                17
<PAGE>
- Operating Lease Income  --  The  growth  in operating lease  revenue
  is  the  result  of  three  activities.  First,  $693.4  million  of
  automobiles were sold and leased back during 1998 and 1997. As these
  automobiles are subleased to third-party consumers, lease revenue from
  the  consumers,  net  of  lease expense to  the  purchasers  of  the
  automobiles, is recognized as operating lease income. Prior  to  the
  sales-leaseback transactions, the automobiles had been accounted for
  as  direct  finance  leases on which interest income  was  recorded.
  Second, Information Leasing Corporation was acquired near the end of
  1996. During 1998 and 1997, Information Leasing recognized operating
  lease revenue of $8.6 million and $8.8 million, respectively. Finally,
  the continued expansion of Provident Commercial Group resulted in an
  increase in operating lease revenue of $4.1 million and $7.5 million
  during 1998 and 1997, respectively.

- Gain on Sales of Loans and Leases  --  Provident  securitizes and/or
  sells a portion of its loans and leases, while generally retaining the
  servicing  of these loans and leases. The proceeds from these  sales
  permit Provident to originate a higher volume of loans and leases than
  would  normally  be possible for a company its size.  The  following
  provides detail of the gain on sales recognized during the past three
  years.

TABLE 7:  Gain on Sale of Loans and Leases

                                                 1998      1997      1996
                                               ---------------------------
                                                       (In Thousands)
Gain/(Loss) Based on Cash Received:
  Equipment Lease Securitization               $13,429        $-        $-
  Equipment Lease Residuals                      8,939     1,761     1,694
  Auto Lease Sales and Terminations              7,549     4,804     2,468
  Conforming Residential Loan Sales              5,077     6,335     2,266
  Credit Card Whole Loan Sales                   3,420         -         -
  Nonconforming Whole Loan Sales                   290       495     1,800
  Other Loan Sales                                 447       156       328
Gain/(Loss) Based on Retained Interest in
 Securitized Assets Received:
  Nonconforming Loan Securitizations            36,337    36,886    17,699
  Prime Consumer Home Equity Securitizations     4,733    10,446         -
                                               ---------------------------
                                               $80,221   $60,883   $26,255
                                               ===========================

  Equipment  leases  of  $211.3 million,  originated  or  acquired  by
  our  Information  Leasing  business line,  were securitized and sold
  during 1998. The recognized gain of $13.4 million was based on  cash
  cash received.

                                18
<PAGE>
  Nonconforming  residential  loans,  originated  or acquired  by  our
  Consumer  Financial  Services business line, have  been  securitized
  and  sold  on  a quarterly basis since 1996. Total loans securitized
  and  sold  were  $1,060 million, $844 million and  $264  million  in
  1998,  1997  and  1996, respectively. Under these  types  of  sales,
  gains  or losses are determined based on a present value calculation
  of  future  cash  flows,  using  the cash-out  methodology,  of  the
  underlying  loans,  net of interest payments  to  security  holders,
  loan  loss and prepayment assumptions and normal servicing  revenue.
  Interest   income  is  recognized  throughout  the   life   of   the
  securitization  at  the rate that the future cash  flows  have  been
  discounted.
  
  Under the securitizations,  residual  cash flows are retained in the
  securitization  trusts and allowed to accumulate. These  accumulated
  cash  flows  act as credit enhancement assets for the securitization
  trusts'   security  holders.  Once  certain  targeted   levels   are
  achieved,   subsequent  residual  cash  flows  are  distributed   to
  Provident  on  an  unrestricted basis. In addition, the  accumulated
  cash  flows  held  within the securitization  trusts  will  also  be
  distributed  to  Provident over the term of the securitization.  The
  cash-in  method  of  determining the  fair  value  of  the  retained
  interest  in  securitized assets discounts  the  projected  residual
  cash  flows at the time such cash flows are expected to be  received
  by  the securitization trust. The cash-out method of determining the
  fair  value  of retained interest in securitized assets required  by
  the  FASB and SEC discounts the projected residual cash flows at the
  time such cash flows are expected to be distributed to Provident.
  
  During   the   first   quarter  of  1998,   Provident  changed   its
  securitization structure as discussed in Note C to the  Consolidated
  Financial Statements, and as a result, the calculation of  gains  on
  securitization  of  loans was computed using  the  cash-out  method.
  Prior  to 1998, the cash-in method had been used. During the  fourth
  quarter  of  1998,  the  Financial Accounting  Standards  Board  and
  Securities  and  Exchange  Commission indicated  that  the  cash-out
  method  is the only acceptable method to calculate gains. The  cash-
  out  method results in lower initial gains on the sale of loans  and
  higher  subsequent  interest  income  from  the  accretion  of   the
  additional  cash-out  discount. As discussed in Provident's  amended
  Form  10-K  for 1997, prior years' results were restated to  reflect
  the change in methodology.
  
  Home  equity  loans have also been sold and securitized during  1998
  and  1997.  During  1998, $183.2 million of  home  equity  lines  of
  credit  were  sold resulting in a recognized gain of  $4.7  million.
  During  1997,  $244.5  million  of  home  equity  loans  were   sold
  providing a gain of $10.4 million.

                                19
<PAGE>  
  Management  recognizes  that there are risks involved  in  recording
  noncash  loan sale gains. However, management believes it is  making
  conservative  assumptions as to anticipated  prepayment  speeds  and
  credit  losses. Prepayment speed assumptions for nonconforming  loan
  securitizations  have  been increased,  starting  with  a  base  10%
  constant   prepayment  rate  ("CPR")  for  unseasoned   loans,   and
  increasing  during the life to a 35% CPR for sales  occurring  since
  June  30,  1998. Weighted average CPR's for all securitizations  are
  10.6%  and 29.5% for the base CPR and ramped CPR, respectively.  The
  average  annual  loan loss assumption is 1.06% and  the  total  loan
  loss to loans sold is 3.25%.
  
  No  assurance  can  be provided that the level of loan  originations
  and  acquisitions, along with a favorable interest rate market, will
  continue  to permit the recognition of such gains on sales of  loans
  in future years.
  
- Security Gains  --  Security gains increased during 1998 and 1997 as
  a  result of management's  decision to adopt a more active portfolio
  management style and to take advantage of interest rate movements.

- Other  -- The largest components of revenue within other income have
  been  income  from  investment in partnerships ($1.7 million in 1998
  and 2.9 million in 1997) and the receipt of additional consideration
  related  to  a loan that had been restructured ($4.0 million in 1997
  and $10.0 million in 1996).

Noninterest Expense

Table 8 details the components of noninterest expense and their change
since 1996:

TABLE 8:  Noninterest Expense
<TABLE>
<CAPTION>
                                                                      Percentage
                                                                  Increase (Decrease)
                                                                  -------------------
                                      1998       1997       1996    1998/97   1997/96
                                    -------------------------------------------------

<S>                                 <C>        <C>        <C>        <C>       <C>
                                            (In Thousands)
 Salaries and Employee Benefits     $124,639   $101,454    $79,830    22.9%     27.1%
 Depreciation on Operating
  Lease Equipment                     21,662     17,667      7,221    22.6     144.7
 Occupancy                            16,951     12,744      9,673    33.0      31.7
 Professional Services                18,276     14,912     11,463    22.6      30.1
 Equipment Expense                    20,771     15,208     11,348    36.6      34.0
 Charges and Fees                     14,317     12,652      8,583    13.2      47.4
 Marketing                             9,624      7,890      5,103    22.0      54.6
 Other                                54,161     43,451     33,780    24.6      28.6
                                    ------------------------------------------------
   Noninterest Expense Before
    Significant and Unusual Items    280,401    225,978    167,001    24.1      35.3
 Special Charges and Exit Costs       22,005          -          -       -         -
 One-Time Deposit Insurance Charge         -          -      8,161       -         -
                                    ------------------------------------------------
                                    $302,406   $225,978   $175,162    33.8%     29.0%
                                    ================================================
</TABLE>
Noninterest  expense  before significant and unusual  items  increased
$54.4  million  (24%) and $59.0 million (35%) during  1998  and  1997,
respectively.  Components  of  noninterest  expense,  along  with   an
explanation as to their fluctuations, follow:

                                20
<PAGE>
- Salaries  and Employee  Benefits  --  The increase  in  compensation
  was  primarily  from  the continued expansion of Consumer  Financial
  Services and Information Leasing (1998 and 1997), the acquisition of
  two  Florida  banks (1998 and 1997) and the creation of  a  national
  warehouse lending function (1998).

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

- Occupancy  --  An  increase  in rent expense, primarily in the areas
  of  Consumer Financial Services (1998 and 1997), Provident  Bank  of
  Florida  (1998  and 1997) and warehouse lending (1998)  resulted  in
  higher occupancy expense.

- Professional  Services -- The increase in professional  services was
  in  management  consulting fees, temporary employment fees and legal
  fees for 1998 and management consulting fees for 1997.

- Equipment  Expense  --  Equipment expense has increased primarily as
  a result of the purchase and subsequent depreciation of computer and
  data processing equipment for both 1998 and 1997.

- Charges  and Fees  --  Charges  and fees have increased as a  result
  of  higher loan origination costs (1998) and the establishment of  a
  loss contingency reserve for auto sale-leaseback transactions (1997).

- Marketing   --   The  increase  in  marketing   expense  is  due  to
  Provident's efforts to improve its name recognition and  expand  its
  customer base. Marketing concepts include the "Personal Banker"  and
  "Simple Truth About Banking" advertisement campaigns, the introduction
  of a new logo and branch signage.

- Other  --  Larger  fluctuations  within  other  noninterest  expense
  include Year 2000 computer compliance (1998 and 1997), communications
  expenditures (1998) and management recruitment expenditures (1997).

                                21
<PAGE>
- Special  Charges and Exit  Costs  --  Provident's  efficiency  ratio
  (operating expenses as a percentage of net revenue) has increased over
  the  past  three years. As a result, Provident took two  courses  of
  action.  First,  a  Performance  Optimization  Project  ("POP")  was
  initiated during the second half of 1998. POP is expected to  enable
  Provident  to  undertake new revenue generating initiatives  without
  significantly  increasing  expenses.  As  part  of  POP,   Provident
  associates  developed  over  1,000  specific  actions  to   increase
  productivity. These actions will be substantially implemented by the
  end of 1999. Second, an analysis of current and future profitability
  of various business units was performed. As a result of this analysis,
  a determination was made that the prospects for future revenue growth
  did  not justify the continued operating losses by the MeritValu and
  Free  Markets Partner units. Accordingly, these business units  were
  formally discontinued during the fourth quarter of 1998. In connection
  with these two initiatives, Provident recorded a special charge of $22
  million during the fourth quarter of 1998. This charge is composed of
  employee termination benefits, fixed asset write-offs, exit costs for
  the  MeritValu and Free Market Partners units, and professional fees
  incurred in completing the reengineering project. Additional details
  of  these  components  are provided in Note P  to  the  Consolidated
  Financial Statements.

- One-Time Deposit  Insurance Charge  --  A one-time  charge  of  $8.2
  million  was  assessed  for  the  recapitalization  of  the  Savings
  Association Insurance Fund during 1996.

Income Taxes

The  effective  tax  rate  for 1998 and  1997  was  34.7%,  while  the
effective tax rate for 1996 was 34.5%.


FINANCIAL CONDITION ANALYSIS

Short-Term Investments and Investment Securities

As  of  December  31, 1998 and 1997, federal funds  sold  and  reverse
repurchase agreements outstanding were $60.0 million and $1.7 million.
The  amount of federal funds sold changes daily as cash is managed  to
meet  reserve requirements and customer needs. After funds  have  been
allocated  to meet lending and investment requirements, any  remainder
is placed in overnight federal funds.

As  of  December  31,  1998 and 1997, Provident Financial  held  $50.3
million  and  $- million, respectively, in trading account securities.
Beginning  in  1998,  Provident Financial began purchasing  securities
with the intention of recognizing short-term profits. These securities
are  carried  at  fair  value with realized and unrealized  gains  and
losses reported in other noninterest income.

                                22
<PAGE>
Investment securities represented approximately 21% of average earning
assets in 1998, compared to 18% in 1997 and 17% in 1996. The amortized
cost  and market value of investment securities available for sale  at
the dates indicated are summarized in Table 9:

TABLE 9:  Investment Securities

                                               Amortized Cost at December 31,
                                            -----------------------------------
                                               1998        1997         1996
                                            -----------------------------------
                                                       (In Thousands)
U.S. Treasury and Federal Agency Debentures   $152,737     $17,251      $83,307
State and Political Subdivisions                 1,939      10,200        5,270
Mortgage-Backed Securities                   1,057,902   1,044,304      654,444
Asset-Backed Securities                        247,311     252,142      200,071
Other Securities                                68,119      57,606       78,992
                                            -----------------------------------
    Total Securities                        $1,528,008  $1,381,503   $1,022,084
                                            ===================================

                                                 Market Value at December 31,
                                            -----------------------------------
                                               1998        1997        1996
                                            -----------------------------------
                                                      (In Thousands)
U.S. Treasury and Federal Agency Debentures   $151,338     $17,401      $83,741
State and Political Subdivisions                 1,920      10,396        5,270
Mortgage-Backed Securities                   1,047,769   1,043,811      658,325
Asset-Backed Securities                        245,855     252,009      200,160
Other Securities                                67,271      58,090       80,711
                                            -----------------------------------
    Total Securities                        $1,514,153  $1,381,707   $1,028,207
                                            ===================================

Table  10 shows the December 31, 1998, maturities and weighted average
yields  for  investment securities. Yields on equity  securities  that
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.

                                23
<PAGE>
TABLE 10:  Investment Securities Yields and Maturities

                                       Fixed Rate            Floating Rate
                                   -------------------------------------------
                                                                    Weighted
                                              Weighted              Average
                                              Average               Yield On
                                   Amortized  Yield To   Amortized  Current
                                     Cost     Maturity     Cost   Coupon Rates
                                   -------------------------------------------
                                             (Dollars in Thousands)
U.S. Treasury and Federal Agency
  Debentures:
    Due in one year or less            $844        5.57%       $-           -%
    Due after 1 through 5 years     151,664        5.43       229        6.51
    Due after 5 through 10 years          -           -         -           -
    Due after 10 years                    -           -         -           -
                                   ------------------------------------------
      Total                        $152,508        5.45%     $229        6.51%
                                   ==========================================

State and Political Subdivisions:
    Due in one year or less              $-           -%       $-           -%
    Due after 1 through 5 years           -           -         -           -
    Due after 5 through 10 years          -           -         -           -
    Due after 10 years                1,939        9.09         -           -
                                   ------------------------------------------
      Total                          $1,939        9.09%       $-           -%
                                   ==========================================

Mortgage-Backed Securities:
    Due in one year or less          $9,084       10.02%   $5,246        6.75%
    Due after 1 through 5 years     602,514        6.38   179,789        8.03
    Due after 5 through 10 years    160,650        5.95    28,980       12.00
    Due after 10 years               18,027        6.52    53,612       12.00
                                   ------------------------------------------
      Total                        $790,275        6.89% $267,627        8.68%
                                   ==========================================
Asset-Backed Securities:
    Due in one year or less              $-           -%  $46,003        5.81%
    Due after 1 through 5 years      86,505        5.62    93,341        5.84
    Due after 5 through 10 years     21,462        5.75         -           -
    Due after 10 years                    -           -         -           -
                                   ------------------------------------------
      Total                        $107,967        5.66% $139,344        5.84%
                                   ==========================================

Other Securities:
    Due in one year or less              $-           -%       $-           -%
    Due after 1 through 5 years           -           -       745        7.45
    Due after 5 through 10 years        250        7.08         -           -
    Due after 10 years               67,124           -         -           -
                                   ------------------------------------------
      Total                         $67,374        7.08%     $745        7.45%
                                   ==========================================

Loans and Leases

As of December 31, 1998 and 1997, total loans and leases were $5,623.5
million  and  $5,051.8 million, respectively. During  1998,  Provident
sold  $1,377.6  million  in  residential  loans,  $400.0  million   in
warehouse lines, $211.3 million in equipment leases and $183.2 million
in  home  equity  loans. In addition, Provident sold and  leased  back
$351.2 million of automobiles which had previously been accounted  for
as consumer lease financings, but are now accounted for as off-balance
sheet operating leases. As a result of loans being sold with servicing
retained and the sale-leaseback transactions, Provident has a total of
$3.2 billion and $1.5 billion of managed loans and leases not included
in  the lending portfolio as of year-end 1998, and 1997, respectively.
Provident  does  not  have a material exposure to foreign,  energy  or
agricultural  loans.  Table 11 shows loans and leases  outstanding  at
period end by type of loan:

                                24
<PAGE>
TABLE 11:  Loan and Lease Portfolio Composition

                                                 December 31,
                             --------------------------------------------------
                               1998       1997       1996      1995      1994
                             --------------------------------------------------
By Dollar (In Millions):
  Commercial Lending:
    Commercial and Financial $3,270.7   $2,733.5   $2,404.9  $2,250.6  $1,878.4
    Mortgage                    436.1      469.5      475.9     448.9     420.2
    Construction                437.6      305.2      283.7     266.4     172.2
    Lease Financing             243.7      340.3      239.1     128.7     109.7
   Consumer Lending:
    Instalment                  621.4      624.3      924.5   1,000.9     930.5
    Residential                 190.7      136.2      391.6     466.4     507.7
    Lease Financing             423.3      442.8      591.7     334.2     185.8
                             --------------------------------------------------
     Total Loans and Leases  $5,623.5   $5,051.8   $5,311.4  $4,896.1  $4,204.5
                             ==================================================
By Percentage:
  Commercial Lending:
    Commercial and Financial     58.1%      54.1%      45.3%     46.1%     44.7%
    Mortgage                      7.8        9.3        9.0       9.2      10.0
    Construction                  7.8        6.0        5.3       5.4       4.1
    Lease Financing               4.3        6.7        4.5       2.6       2.6
   Consumer Lending:
    Instalment                   11.1       12.4       17.4      20.4      22.1
    Residential                   3.4        2.7        7.4       9.5      12.1
    Lease Financing               7.5        8.8       11.1       6.8       4.4
                             --------------------------------------------------
     Total Loans and Leases     100.0%     100.0%     100.0%    100.0%    100.0%
                             ==================================================

Table  12  shows the composition of the commercial and financial  loan
category by industry type at December 31, 1998:

TABLE 12:  Commercial and Financial Loans

                                                                    Amount on
                                             Amount    Percentage   Nonaccrual
                                            ----------------------------------
                                                    (Dollars in Millions)
Manufacturing                                  $685.5        21.0%       $12.0
Service Industries                              562.3        17.2          2.9
Real Estate Operators / Investment              371.3        11.4          1.2
Retail Trade                                    287.5         8.8          9.9
Wholesale Trade                                 252.0         7.7          1.4
Finance & Insurance                             234.9         7.2           .7
Transportation / Utilities                      209.7         6.4           .7
Construction                                    135.6         4.1           .6
Automobile Dealers                              115.5         3.5            -
Residential Warehouse Lending                    96.4         2.9          1.8
Other (1)                                       320.0         9.8          3.3
                                             --------------------------------- 
                                             $3,270.7       100.0%       $34.5
                                             =================================

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

                                25
<PAGE>
Table 13 shows the composition of commercial mortgage and construction
loans by property type at December 31, 1998:

TABLE 13:  Commercial Mortgage and Construction Loans
<TABLE>
<CAPTION>
                             Commercial     Commercial                         Amount on
                              Mortgage     Construction   Total   Percentage   Nonaccrual
                             ------------------------------------------------------------
                                                  (Dollars in Millions)
<S>                              <C>             <C>      <C>          <C>            <C>
Office / Warehouse               $113.2           $81.6   $194.8        22.3%          $-
Shopping / Retail                 113.5            78.6    192.1        22.0           .3
Residential Development            37.5           129.7    167.2        19.1            -
Apartments                         55.0            70.0    125.0        14.3            -
Land                               12.8            24.4     37.2         4.3            -
Auto Sales & Service               24.8             2.6     27.4         3.1            -
Hotel / Motel / Restaurants         3.0            15.5     18.5         2.1            -
Industrial Plants                   8.4             6.5     14.9         1.7            -
Churches                            8.7             4.9     13.6         1.6            -
Healthcare Facilities               4.0               -      4.0         0.5            -
Other Commercial Properties        55.2            23.8     79.0         9.0            -
                                 --------------------------------------------------------
                                 $436.1          $437.6   $873.7       100.0%         $.3
                                 ========================================================
</TABLE>
Commercial and real estate construction loans outstanding at  December
31,  1998  are  shown  in  Table 14 by maturity,  based  on  remaining
scheduled repayments of principal:

TABLE 14:  Loan Maturities

                                              After 1
                                   Within   but Through  After
                                   1 Year     5 Years   5 Years    Total
                                 -----------------------------------------
                                                (In Thousands)
Commercial and Financial         $1,017,336 $1,399,130 $854,209 $3,270,675
Commercial Construction             137,571    229,924   70,068    437,563
Residential Construction                  -          -    3,259      3,259
                                 -----------------------------------------
   Total                         $1,154,907 $1,629,054 $927,536 $3,711,497
                                 =========================================

Loans Due After One Year:
  At predetermined interest rates                                 $799,522
  At floating interest rates                                     1,757,068

Credit Risk Management

Provident  maintains a reserve for loan and lease losses in  order  to
absorb  losses  in  its portfolio. Management's determination  of  the
adequacy  of  the  reserve is based on reviews of specific  loans  and
leases, credit loss experience, general economic conditions and  other
pertinent  factors.  The  reserve  is  maintained  at  a  level  which
management considers to be adequate to absorb inherent loan and  lease
losses.  The reserve is increased by the provision for loan and  lease
losses.  Loans  and leases deemed uncollectible are  charged  off  and
deducted  from  the  reserve  and  recoveries  on  loans  and   leases
previously charged off are added to the reserve.

                                26
<PAGE>
Table  15  shows  selected information relating to Provident's  loans,
leases and reserves for loan and lease losses:

TABLE 15:  Reserve for Loan and Lease Losses
<TABLE>
<CAPTION>
                                                     December 31,
                               ------------------------------------------------------
                                  1998       1997       1996       1995       1994
                               ------------------------------------------------------
                                                (Dollars in Thousands)
<S>                            <C>        <C>        <C>        <C>        <C>
Daily Average Net Loans 
 and Leases Outstanding        $5,627,122 $5,258,975 $4,952,841 $4,397,275 $3,673,803
                               ======================================================
Reserve for Loan and Lease
 Losses at Beginning of Period    $71,980    $66,693    $60,235    $51,979    $40,542
Provision Charged to Expense       31,200     44,750     47,000     14,000     12,000
Acquired Reserves                       -      1,814      1,373          -          -
Loans and Leases Charged Off:
 Commercial Lending:
  Commercial and Financial         14,391     17,286     17,236      5,096      2,979
  Mortgage                              -      1,505      1,945         94        904
  Construction                          -          -          -          -          -
  Lease Financing                   5,173      1,367          -          -          -
 Consumer Lending:
  Instalment                       12,856     24,065     24,342      8,232      5,564
  Residential                         841      1,141        199        127        125
  Lease Financing                   3,855      6,009      3,087        647          -
                               ------------------------------------------------------
      Total Charge-Offs            37,116     51,373     46,809     14,196      9,572
                               ------------------------------------------------------
Recoveries:
 Commercial Lending:
  Commercial and Financial            834      1,055        619      6,238      6,614
  Mortgage                          1,344        915        333        121        552
  Construction                          -          -          -          -          -
  Lease Financing                     226        306         14          -          -
 Consumer Lending:
  Instalment                        5,901      5,766      3,490      1,994      1,806
  Residential                         190        145         36         13         37
  Lease Financing                   1,348      1,909        402         86          -
                               ------------------------------------------------------
      Total Recoveries              9,843     10,096      4,894      8,452      9,009
Net Loans and Leases           ------------------------------------------------------
 Charged Off                       27,273     41,277     41,915      5,744        563
                               ------------------------------------------------------
Reserve for Loan and Lease  
 Losses at End of Period          $75,907    $71,980    $66,693    $60,235    $51,979
                               ======================================================
Net Charge-Offs to Average
 Net Loans and Leases                 .48%       .78%       .85%       .13%       .02%
                               ======================================================
</TABLE>
Explanation as to significant changes in charge-offs between 1996  and
1998 follows:

- Commercial  and  Financial  --  Commercial  and financial  loans  of
  $14.4  million, $17.3 million and $17.2 million were charged off  in
  1998,  1997 and 1996, respectively. Due to the size of many  of  the
  commercial and financial loans, a few large charge-offs can result in
  a significant fluctuation in the total charge-offs of this loan type.
  There were three charge-offs greater than one million dollars in 1998
  and 1997 and six in 1996. Generally, Provident obtains collateral on
  its  larger commercial and financial loans, which reduces its credit
  exposure.

- Commercial  Lease  Financings  --  Charge-offs for commercial  lease
  financings have increased during the past three years reflecting the
  growth  in  this credit product. Average commercial lease financings
  were  $317.5 million, $267.1 million and 141.5 million in 1998, 1997
  and 1996, respectively.

                                27
<PAGE>
- Instalment  --  Charge-offs  for  instalment  loans   totaled  $12.9
  million, $24.1 million and $24.3 million during 1998, 1997 and 1996,
  respectively. The decrease in total charge-offs for 1998 as compared
  to  1997 and 1996 was a result of fewer charge-offs in indirect auto
  loans and in the credit card portfolio. The reduction of indirect auto
  loan  and  credit card charge-offs was due to higher credit  quality
  standards on the origination of the loans and improved technology of
  collection systems.

- Consumer Lease Financings  --  Consumer  lease financing charge-offs
  during 1998, 1997 and 1996 were $3.9 million, $6.0 million and  $3.1
  million, respectively. The fluctuation in charge-offs of auto leases
  reflects   the  implementation  of  risk-based  pricing  origination
  standards  and the change in the average balance of the  auto  lease
  portfolio.

Table  16  shows the dollar amount of the reserve for loan  and  lease
losses  using  management's  estimate  by  principal  loan  and  lease
category. Unallocated reserves have been proportionately applied among
the various loan categories.

TABLE 16:  Allocation of Reserve for Loan and Lease Losses

                                             December 31,
                               ---------------------------------------
                                 1998    1997    1996    1995    1994
                               ---------------------------------------
                                            (In Thousands)
Commercial Lending:
 Commercial and Financial      $39,578 $34,844 $28,053 $26,280 $22,031
 Mortgage                        4,031   4,461   3,993   3,774   3,493
 Construction                    6,742   5,496   4,969   4,824   3,886
 Lease Financing                 4,269   5,303   4,004   1,543   1,355
                               ---------------------------------------
                                54,620  50,104  41,019  36,421  30,765
Consumer Lending:
 Instalment                     14,786  14,971  17,616  18,683  17,821
 Residential                       717     767     718     958   1,071
 Lease Financing                 5,784   6,138   7,340   4,173   2,322
                               ---------------------------------------
                                21,287  21,876  25,674  23,814  21,214
                               ---------------------------------------
                               $75,907 $71,980 $66,693 $60,235 $51,979
                               =======================================

                                28
<PAGE>
Table 17 presents a summary of various indicators of credit quality:

TABLE 17:  Credit Quality
<TABLE>
<CAPTION>
                                                             December 31,
                           ------------------------------------------------------------------------------
                                 1998            1997            1996            1995            1994
                           ------------------------------------------------------------------------------
                              $       %       $       %       $       %       $       %       $       %
                           ------------------------------------------------------------------------------
                                                        (Dollars In Thousands)
<S>                        <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
Nonperforming Assets
Nonaccrual Loans (1):
 Commercial Lending:
  Commercial & Financial   34,544    76.3  37,800    63.9  14,164    49.7  26,190    54.7   2,973    28.0
  Mortgage                    335      .7     335      .6     103      .4   6,716    14.0   1,869    17.6
  Construction                  -       -      27      .1      71      .2      78      .2      78      .7
  Lease Financing           4,002     8.8   4,798     8.1   3,973    13.9   2,605     5.4       -       -
                           ------------------------------------------------------------------------------
                           38,881    85.8  42,960    72.7  18,311    64.2  35,589    74.3   4,920    46.3

 Consumer Lending:
  Instalment                    -       -       -       -       -       -     230      .5       -       -
  Residential               3,692     8.1   3,459     5.8   2,805     9.8   1,678     3.5   1,396    13.2
  Lease Financing               -       -       -       -       -       -       -       -       -       -
                           ------------------------------------------------------------------------------
                            3,692     8.1   3,459     5.8   2,805     9.8   1,908     4.0   1,396    13.2
                           ------------------------------------------------------------------------------
  Total Nonaccrual Loans   42,573    93.9  46,419    78.5  21,116    74.0  37,497    78.3   6,316    59.5

Renegotiated Loans (2)          -       -     377      .6     786     2.8   4,753     9.9     961     9.1
                           ------------------------------------------------------------------------------
  Total Nonperforming
   Loans                   42,573    93.9  46,796    79.1  21,902    76.8  42,250    88.2   7,277    68.6
                           ------------------------------------------------------------------------------
Other Real Estate and
 Equipment Owned:
  Commercial                1,337     3.0  11,207    18.9   6,102    21.4   3,714     7.8     714     6.8
  Closed Bank Branches          -       -       -       -       -       -     189      .4     311     2.9
  Residential               1,307     2.9   1,079     1.8     475     1.7     468     1.0     350     3.3
  Multifamily                           -       -       -       -       -     594     1.2   1,094    10.3
  Land                         91      .2     110      .2      15      .1     663     1.4     857     8.1
                           ------------------------------------------------------------------------------
                            2,735     6.1  12,396    20.9   6,592    23.2   5,628    11.8   3,326    31.4
                           ------------------------------------------------------------------------------
  Nonperforming Assets     45,308   100.0  59,192   100.0  28,494   100.0  47,878   100.0  10,603   100.0
                           ==============================================================================
Loans 90 Days Past Due -
 Still Accruing             9,219           9,811          18,751          26,578           4,673

Loan and Lease Loss
 Reserve as a Percent of:
  Total Loans and Leases             1.35            1.42            1.26            1.23            1.24
  Nonperforming Loans              178.30          153.82          304.51          142.57          714.29
  Nonperforming Assets             167.54          121.60          234.06          125.81          490.23
Nonperforming Loans as a
 Percent of Total Loans
 and Leases                           .76             .93             .41             .86             .17
Nonperforming Assets as a
 Percent of:
  Total Loans, Leases and
   Other Real Estate and
   Equipment                          .81            1.17             .54             .98             .25
  Total Assets                        .56             .83             .42             .77             .20
<FN>
(1) Provident 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>
                                29
<PAGE>
Loans  and leases are generally placed on nonaccrual status  when  the
payment  of  principal and/or interest is past due 90  days  or  more.
However,  instalment  loans and consumer  leases  are  not  placed  on
nonaccrual  status  because they are charged off when  the  loans  and
leases  reach 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.

Although  loans  and  leases  may  be  classified  as  nonaccrual   or
renegotiated, many continue to pay interest irregularly or at less the
than  the  original  contractual rates. The gross amount  of  interest
income  recognized during 1998 with respect to these loans and  leases
was  $2.5  million  compared  to $4.9 million  that  would  have  been
recognized  had  the loans and leases remained current  in  accordance
with their original terms.

Nonaccrual  loans  decreased  $3.8 million  during  1998.  Significant
activity  within nonaccrual loans included the addition of nine  loans
to  nonaccrual,  the charge-off of three loans and seven  loans  being
brought current or paid-off resulting in their removal from nonaccrual
status. Other real estate decreased $9.7 million due primarily to  the
sale of four properties.

Nonaccrual loans increased $25.3 million during 1997, due primarily to
five  loans  being placed on nonaccrual status. Other real estate  and
equipment  owned  increased  $5.8 million primarily  due  to  property
foreclosures on a commercial mortgage and a lease.

Management's determination of the adequacy of the reserve is based  on
an  assessment  of the losses inherent in the lending portfolio.  This
assessment  consists of loans and leases evaluated  on  an  individual
basis, as well as those evaluated as a group.

Detailed  analyses are performed on loans and leases  that  have  been
placed  on nonaccrual. Potential losses are determined on these  loans
based upon discussions among lending officers, credit, loan review and
collection associates, and senior management. Of the $42.6 million  in
nonaccrual   loans   at   December  31,  1998,  management   estimates
approximately $13.9 million of potential loss. In addition, management
estimates  approximately  $11.5 million of  potential  loss  on  $38.3
million  of  loans and leases that are current, but which due  to  the
possible  credit  problems, were considered to be in  need  of  closer
monitoring.

The  adequacy of the reserve for loan and lease losses is  also  based
upon  internal credit grades and loan types. Through a review  of  the
borrowers'   payment  history,  financial  statements  and  collateral
appraisals,  credit grades are assigned to loans and  leases  above  a
fixed   dollar   amount  within  the  commercial  lending   portfolio.
Management  projects potential loan losses by credit  grade  and  loan
type based upon Provident's past six-year charge-off history.

                                30
<PAGE>
In  addition to the factors discussed above, the reserve for loan  and
lease  losses  includes  management's  determination  of  the  reserve
necessary  for economic conditions within industry concentrations  and
regional   markets  in  which  Provident's  borrowers  operate.   This
determination  inherently involves a higher degree of uncertainty  and
considers  current risk factors that may not have been  considered  in
Provident's historical loss factors.


Deposits

Average  interest bearing deposits increased $147.7 million  (3%)  and
$433.3  million (11%) during 1998 and 1997, respectively. The increase
in   interest  bearing  deposits  for  1998  and  1997  was  primarily
attributable  to  the  growth in Provident's issuance  of  CD's,  most
notably  brokered  CD's and in-market public funds  CD's.  The  public
funds  deposits are generally secured by depository bonds rather  than
pledged  assets.  For  1998 and 1997, average total  interest  bearing
deposits  represented 67% and 75%, respectively, of  average  interest
bearing  liabilities.  Provident does not have a  material  amount  of
foreign  deposits. Table 18 presents a summary of period  end  deposit
balances:

TABLE 18:  Deposits

                                                       December 31,
                                                  --------------------
                                                    1998   1997   1996
                                                  --------------------
                                                      (In Millions)
Noninterest Bearing                                 $670   $605   $554
Interest Bearing Demand Deposits                     289    277    273
Savings Deposits                                   1,312    873    559
Certificates of Deposit Less than $100,000         1,282  1,652  1,792
Certificates of Deposit of $100,000 or More        1,774  1,289  1,418
                                                  --------------------
                                                  $5,327 $4,696 $4,596
                                                  ====================

At  December 31, 1998, maturities on CD's of $100,000 or more were  as
follows (in millions):

3 months or less                                    $293
Over 3 through 6 months                              316
Over 6 through 12 months                             171
Over 12 months                                       994
                                                  ------
   Total                                          $1,774
                                                  ======

Included  in CD's of $100,000 or more at December 31, 1998,  1997  and
1996  were brokered deposits of $1,096 million, $586 million and  $765
million, respectively.

Provident  issues  brokered CD's with embedded call  options  combined
with  interest rate swaps with matching call dates as part of  its  CD
program. Provident has the right to redeem the CD's on specific  dates
prior  to  their  stated maturity while the interest  rate  swaps  are
callable  at  the  option  of  the swap counterparty.  The  terms  and
conditions  of  the call options embedded in the interest  rate  swaps
match  those  of  the  CD's, offsetting any option  risk  exposure  to
Provident.  At  December  31,  1998, Provident  had  $897  million  of
callable CD's.

                                31
<PAGE>
Borrowed Funds

Borrowed  funds are an important component of total funds  to  support
earning  assets.  Provident's  ability  to  generate  interest-earning
assets  exceeded its capacity to generate deposits. In  1998,  average
short-term  debt, used for interim funding of loans to be securitized,
increased  $650.4 million (100%) and average long-term debt  increased
$50.6  million (7%). The increase in the average balance  for  federal
funds  purchased  was the primary reason for the increase  in  average
short-term debt. Two Federal Home Loan Bank ("FHLB") advances totaling
$225 million were the primary reasons for the increase in average long-
term debt.

For  1997, average short-term debt decreased $103.0 million (14%)  and
average long-term debt decreased $78.5 million (10%). The decrease  in
the average balance for federal funds purchased was the primary reason
for  the decline in average short-term debt in 1997. The repayment  of
$167.9 million in FHLB debt was the primary reason for the decrease in
average long-term debt in 1997.

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

Capital Resources

Total  stockholders' equity at December 31, 1998 and 1997  was  $703.9
million  and  $626.3  million,  respectively.  The  increase  in   the
stockholders'  equity  during 1998 was primarily  the  result  of  net
income exceeding dividends paid for the year.

During  1998,  Provident  announced that its Board  of  Directors  had
authorized  the  purchase of up to one million shares  (2.3%)  of  its
common  stock. Shares purchased pursuant to the buy-back program  will
be  used to fund various company benefit plans and for other corporate
purposes.  As  of  December 31, 1998 Provident had  purchased  572,700
shares.

The  dividend payout to net income ratio was 30.72%, 28.15% and 28.12%
for 1998, 1997 and 1996, respectively. It is Provident's intention  to
pay  annual  dividends of approximately 30% of net  income.  Provident
announced an increase in its quarterly common dividend rate from  $.20
per  share to $.22 per share beginning with the first quarter in 1999.
During  1997, Provident increased its common dividend rate  from  $.14
per share to $.20 per share.

Capital  adequacy ratios are provided in the Selected  Financial  Data
Table and Selected Performance Ratios (Table 1) of this report.

                                32
<PAGE>
Provident's   capital  expenditure  program  typically  includes   the
purchase  of  computer  equipment and software, branch  additions  and
enhancements,  ATM additions and office building renovations.  Capital
expenditures  for 1999 are estimated to be approximately  $21  million
and  include  the purchase of data processing hardware  and  software,
branch  additions, renovations and enhancements, facility renovations,
and ATMs. Management believes that currently available funds and funds
provided by normal operations will be sufficient to meet these capital
expenditure requirements.

LIQUIDITY

Adequate  liquidity  is  necessary to meet  the  borrowing  needs  and
deposit  withdrawal requirements of customers as well  as  to  satisfy
liabilities, fund operations and support asset growth. Provident has a
number  of  sources to provide for liquidity needs.  First,  liquidity
needs  can  be met by the liquid assets on its balance sheet  such  as
cash  and  deposits with other banks. Additional sources of  liquidity
include  the sale of investment securities and the sale of  commercial
and  consumer loans and leases. Another source for providing liquidity
is  the  generation of new deposits. Provident may borrow both  short-
term  and long-term funds. Provident has an additional $687.5  million
available  for  borrowing  under a bank  note  program.  Approximately
$139.1 million of long-term debt is due to be repaid during 1999.

Although no significant capital expenditures are expected during 1999,
Provident  (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  and   Junior   Subordinated
Debentures. The major source of liquidity for the Parent is  dividends
paid  to it by its subsidiaries. The Parent received dividends of  $51
million,  $-  million  and  $25  million  in  1998,  1997  and   1996,
respectively. The maximum amount available for dividends that  may  be
paid  in  1999  to  the  Parent  by its banking  subsidiaries  without
approval  is  approximately $175.9 million, plus  1999  net  earnings.
Management   believes  that  amounts  available   from   the   banking
subsidiaries  will  be  sufficient  to  meet  the  Parent's  liquidity
requirements  in  1999.  Under  the Federal  Deposit  Insurance  Corp.
Improvement Act of 1991 ("FDICIA"), an insured depository institution,
such  as  Provident's banking subsidiaries, would be  prohibited  from
making capital distributions, including the payment of dividends,  if,
after   making   such  distribution,  the  institution  would   become
"undercapitalized"  (as  such  term is  defined  in  the  statute).  A
discussion  of restrictions on transfer of funds from subsidiaries  to
Provident  Financial  is presented in Note T, 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, 1998, the  Parent
had  $175 million and $40 million in lines of credit with unaffiliated
banks  to  support commercial paper borrowings of $259.9  million  and
other general obligations, respectively. As of January 19, 1999, these
lines had not been used.

                                33
<PAGE>
MARKET RISK MANAGEMENT

The  responsibility  of monitoring and managing market  and  liquidity
risk  at  Provident  is  assigned  to the  Asset  Liability  Committee
("ALCO").  The Market and Liquidity Risk Unit provides ALCO  with  the
necessary analysis and reports. The main source of market risk is  the
risk  of  loss in the value of financial instruments that  may  result
from the changes in interest rates. ALCO is bound to guidelines stated
in the relevant policies approved by the Board of Directors.

In addition, ALCO is responsible for liquidity risk management. Retail
deposits  constitute a stable source to fund loan growth. Management's
goal is to offer a wide variety of retail deposit products to ensure a
growing  market  presence.  To supplement retail  deposits,  Provident
utilizes various sources of wholesale deposits. Borrowing through  the
Federal Home Loan Bank and offering short and medium term deposits  to
institutional   investors   are   part   of   this   strategy.   Asset
securitizations  and conduit funding supplement the  on-balance  sheet
sources.  Through term and commercial paper conduit markets, Provident
has   the  ability  to  take  advantage  of  the  liquid  asset-backed
securities  market.  In  addition, in order  to  meet  any  unexpected
changes in asset and liability positions, Provident maintains a liquid
investment portfolio that may be used as a ready source of funds.

Interest rate risk management guidelines and policies are approved  by
the  Board  of  Directors.  ALCO  is responsible  for  monitoring  and
managing  the  interest rate risk of both the balance sheet  and  off-
balance  sheet  financial instruments. The Market and  Liquidity  Risk
Unit,  as an extension of ALCO, utilizes an asset/liability simulation
to  monitor interest rate risk. The simulation model measures  changes
in net interest income due to changes in the yield curve, and performs
stress  tests  on  net interest income. Parallel  shifts  as  well  as
changes  in  the slope of the yield curve are performed  to  calculate
potential  adverse effect. The Interest Rate Risk Policy  specifically
states  the  boundaries  for the percentage changes  in  net  interest
income. The Board of Directors also approves the limits for changes in
the  market  value  of equity. This is the change  in  the  difference
between  the  discounted value of assets and the discounted  value  of
liabilities.  The  impairment  or the improvement  is  measured  as  a
percentage of total assets. Again, the Market and Liquidity Risk  Unit
monitors this ratio on a monthly basis.

In  addition  to the natural balance sheet hedges ALCO  utilizes  off-
balance sheet instruments to manage interest rate risk. Interest  rate
swaps are the most widely used tool to manage interest rate risk,  but
from  time to time interest rate caps and floors may also be utilized.
Provident has used off-balance sheet tools effectively for a number of
years and has developed important expertise and knowledge to achieve a
safe and sound interest rate risk management process.

                                34
<PAGE>
The following table summarizes the change to net interest income, as a
percentage,  over  the next 12-month period based on an  instantaneous
and  permanent  change in the pricing of all interest  rate  sensitive
assets,  liabilities and off-balance sheet financial  agreements.  The
effects of these interest rate fluctuations are considered worst  case
scenarios,  as  the  analysis  does  not  give  consideration  to  any
management  of  the  new interest rate environment.  These  tests  are
performed  on  a  monthly basis and the results are presented  to  the
Board of Directors.

TABLE 19:  Interest Rate Sensitivity

                                       1998     1997
                                       -------------
100 Basis Points Decrease               2.4%      .1%
100 Basis Points Increase              (2.6)    (4.4)

200 Basis Points Decrease               4.6      1.9
200 Basis Points Increase              (5.2)    (8.4)

OFF-BALANCE SHEET FINANCIAL AGREEMENTS

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

Provident  uses  interest rate swaps as its primary off-balance  sheet
financial   instrument.   At  December  31,   1998,   Provident   held
approximately  $1.8  billion in interest rate swaps  that  essentially
convert  a  fixed rate of interest into a shorter repricing frequency.
Approximately $1.7 billion are pay variable/receive fixed  swaps  used
to  convert  the  interest rate sensitivity of  long-term  fixed  rate
deposit  and  debt liabilities to a floating interest rate,  based  on
LIBOR.

Interest  rate swaps in which Provident pays a fixed rate of  interest
in  exchange for receiving a floating interest rate of LIBOR or  prime
rate  are used to manage the interest rate risk associated with  long-
term  fixed  rate  commercial real estate  loans.  Provident  had  $49
million of pay fixed/receive variable rate swaps at December 31, 1998.

Provident  manages the credit risk in these transactions  through  its
counterparty    credit   policy,   which   limits   transactions    to
counterparties  classified as investment grade by the rating  agencies
of  Moody's  and  Standard  &  Poor's. Generally,  Provident  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, 1998, Provident pledged investment
securities  with  a  carrying value of $504,000  as  collateral  to  a
counterparty  to  cover the mark-to-market. As a  second  credit  risk
measure,  Provident  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, 1998, there were no past due amounts on any  interest
rate swap. Provident has never experienced a credit loss related to an
off-balance sheet financial agreement, and does not reserve for credit
losses on these transactions.

                                35
<PAGE>
Table  20 shows the changes in interest rate swap agreements  for  the
years  ending  December  31, 1998 and 1997.  The  notional  amount  of
interest  rate  swaps increased during 1998 as a result  of  acquiring
additional hedges on its callable CD's. See the "Deposits" section  of
this report for additional details.

TABLE 20:  Interest Rate Swap Agreement Activity

                                                  1998           1997
                                                 ---------------------
                                                      (In Millions)
Beginning Notional Amount                        $1,545         $2,134
New Contracts                                       869            579
Called / Matured / Terminated Contracts            (618)        (1,168)
                                                 ---------------------
Ending Notional Amount                           $1,796         $1,545
                                                 =====================

Provident  uses financial futures contracts and forward  contracts  to
manage  interest rate risk in a manner similar to interest  rate  swap
agreements.  At  December 31, 1998, Provident  had  $63.6  million  in
forward  contracts  and no outstanding positions in financial  futures
contracts.  The  forward contracts were for the delivery  of  mortgage
backed securities at fixed prices in January and February 1999.

During 1998, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting Standards ("SFAS") No. 133, "Accounting  for
Derivative  Instruments and Hedging Activities". This SFAS establishes
accounting   and  reporting  standards  for  derivative   instruments,
including  certain derivative instruments embedded in other contracts,
and for hedging activities. It requires that derivatives be recognized
as  either  assets or liabilities on the balance sheet and to  measure
those  instruments at fair value. The accounting of the gain  or  loss
resulting from the change in fair value depends on the intended use of
the  derivative.  For a derivative used as a hedging  instrument,  the
gain or loss on the derivative will be recognized in earnings together
with  the offsetting loss or gain on the hedged item. This results  in
earnings recognition for only the amount that the hedge is ineffective
in  achieving offsetting changes in fair value. The provisions of this
SFAS become effective January 1, 2000.

Generally,  Provident  uses its derivatives  as  hedging  instruments.
Management believes that its hedges are highly effective and that  the
adoption  of  this SFAS will not have a material impact on Provident's
financial position or the results of its operations.

YEAR 2000 COMPLIANCE

The  Year 2000 Issue arose because many existing computer programs use
only  two  digits to identify a year in the date field. These programs
were  designed  and developed without considering the  impact  of  the
upcoming  change  in  the  century. If not  corrected,  many  computer
applications could fail or create erroneous results before, during and
after January 1, 2000.

                                36
<PAGE>
Provident has been actively addressing the Year 2000 Issue since  1996
as  it  could  result  in an interruption in certain  normal  business
activities  or operations. Such interruptions could materially  affect
Provident's results of operations, liquidity and financial  condition.
Due  to  the  general  uncertainty inherent in the  Year  2000  issue,
including  third party vendors and customers, Provident is  unable  to
determine  at  this time whether Year 2000 failures will significantly
affect  Provident's  results of operations,  liquidity  and  financial
condition.  Steps  taken  by Provident are expected  to  significantly
reduce  the  level of uncertainty about the Year 2000  issues.  It  is
management's  estimate that it will cost a total  of  $10  million  to
correct all of its application systems. Since inception, Provident has
expensed  $6.4  million  for  the  correction  of  this  problem.  The
following summarizes its Year 2000 readiness.

Mainframe  Applications: Provident has completed the  Year  2000  code
remediation and implemented the changes into production. Additionally,
all  third-party upgrades required to ensure Year 2000 compliance have
been  installed.  Provident has performed future date  testing  at  an
application  level throughout the conversion and upgrade  process.  In
addition  an  integrated  systems  Millennium  Verification  Test  was
executed  offsite  in  the  fourth  quarter  of  1998.  Provident  has
established  a  logical  partition  (LPAR)  to  allow  for   continued
production  verification tests that include third-party and  corporate
customer interfaces.

PC Applications: Provident has established a Year 2000 PC test lab for
verification of PC software applications, spreadsheets and  databases.
Plans  call  for  date  simulated testing to be  completed  on  vendor
purchased  software, and Provident written spreadsheets and  databases
by  the end of the first quarter of 1999. As of December 31, 1998, 68%
of the software has been tested to ensure Year 2000 compliance.

Environmental/Embedded Systems: Provident has solicited, and  received
from   vendors,   the   Year  2000  compliance  information   on   its
environmental  and other embedded systems. To assist in testing  these
systems  within the various facilities owned or leased, Provident  has
secured the services of an outside provider. This project is currently
on target to meet a June, 1999 deadline.

Third  Party Interdependencies: Provident has solicited, and continues
to  monitor,  the  readiness  of  all third  party  interdependencies.
Testing  has begun with our main interface, the Federal Reserve  Bank,
to  verify our ACH, wire and daily cash settlement activity. Remaining
Year  2000 compliance testing is scheduled to be completed during  the
first quarter of 1999.

Vendors/Customers: Letters and questionnaires have been  sent  out  to
significant  vendors  and  borrowers of  Provident.  Both  vendor  and
customer responses are being actively monitored and updated on an  on-
going basis.

                                37
<PAGE>
Contingency  Plans:  Year 2000 business resumption  contingency  plans
have  been developed and documented. These plans are designed to focus
on  Provident's processes for achieving Year 2000 readiness  with  the
assumption  that  all business processes, functions  and  applications
will  fail  during  the  Year  2000 date change.  These  plans  define
processes   and   comprehensive   procedures   covering   company-wide
contingency strategies, financial business center sales and  services,
and  individual  business units necessary to  assuring  continuity  or
resumption  of  business  operations  in  the  event  of   Year   2000
disruptions.  Master listings of external dependencies and  interfaces
including    corporate   customers,   vendors,   service    providers,
infrastructure and information sources are provided for  within  these
plans.

                                38
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    INDEX TO FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors                   40

Financial Statements:

Provident Financial Group, Inc. and Subsidiaries
    Consolidated Balance Sheets                                     41
    Consolidated Statements of Income                               42
    Consolidated Statements of Changes in Shareholders' Equity      43
    Consolidated Statements of Cash Flows                           44
    Notes to Consolidated Financial Statements                      45

Supplementary Data:

Quarterly Consolidated Results of Operations (unaudited)            72

                                39
<PAGE>
           REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



Board of Directors
Provident Financial Group, Inc.

We  have  audited  the  accompanying consolidated  balance  sheets  of
Provident  Financial Group, Inc. and subsidiaries as of  December  31,
1998  and  1997,  and the related consolidated statements  of  income,
changes  in shareholders' equity and cash flows for each of the  three
years   in  the  period  ended  December  31,  1998.  These  financial
statements  are  the  responsibility of the  management  of  Provident
Financial  Group, Inc. Our responsibility is to express an opinion  on
these financial statements based on our audits.

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

In  our  opinion,  the consolidated financial statements  referred  to
above  present  fairly,  in  all material respects,  the  consolidated
financial position of Provident Financial Group, Inc. and subsidiaries
at  December 31, 1998 and 1997, and the consolidated results of  their
operations  and their cash flows for each of the three  years  in  the
period  ended December 31, 1998, in conformity with generally accepted
accounting principles.



                                             /s/ERNST & YOUNG LLP




Cincinnati, Ohio
January 19, 1999

                                40
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

                                                             December 31,
                                                      ------------------------
                                                         1998          1997
                                                      ------------------------
                          ASSETS
Cash and Noninterest Bearing Deposits                   $267,441      $274,521
Federal Funds Sold and Reverse Repurchase Agreements      60,000         1,720
Trading Account Securities                                50,333             -
Investment Securities Available for Sale
  (amortized cost - $1,528,008 and $1,381,503)         1,514,153     1,381,707
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                           3,270,675     2,733,556
    Mortgage                                             436,127       469,505
    Construction                                         437,563       305,150
    Lease Financing                                      243,722       340,302
  Consumer Lending:
    Instalment                                           621,357       624,340
    Residential - Held for Sale                          190,707       136,183
    Lease Financing                                      423,354       442,806
                                                      ------------------------
      Total Loans and Leases                           5,623,505     5,051,842
    Reserve for Loan and Lease Losses                    (75,907)      (71,980)
                                                      ------------------------
      Net Loans and Leases                             5,547,598     4,979,862
Leased Equipment                                         167,006       112,396
Premises and Equipment                                    78,621        71,458
Other Assets                                             449,835       285,195
                                                      ------------------------
                                                      $8,134,987    $7,106,859
                                                      ========================
           LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                 $669,840      $605,166
    Interest Bearing                                   4,657,481     4,091,132
                                                      ------------------------
      Total Deposits                                   5,327,321     4,696,298
  Short-Term Debt                                        807,503       806,125
  Long-Term Debt                                         934,294       688,157
  Guaranteed Preferred Beneficial Interests in
    Company's Junior Subordinated Debentures              98,879        98,817
  Accrued Interest and Other Liabilities                 263,136       191,121
                                                      ------------------------
      Total Liabilities                                7,431,133     6,480,518
Shareholders' Equity:
  Preferred Stock, 5,000,000 Shares Authorized:
    Series D, 70,272 Issued                                7,000         7,000
  Common Stock, No Par Value, 110,000,000 Shares
    Authorized, 43,345,149 and 42,325,882 Issued          12,805        12,482
  Capital Surplus                                        224,745       196,617
  Retained Earnings                                      489,751       406,440
  Reserve for Retirement of Capital Securities                 -         3,667
  Treasury Stock, 572,700 Shares in 1998                 (21,425)            -
  Accumulated Other Comprehensive Income                  (9,022)          135
                                                      ------------------------
      Total Shareholders' Equity                         703,854       626,341
                                                      ------------------------
                                                      $8,134,987    $7,106,859
                                                      ========================


See notes to consolidated financial statements.

                                41
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)

                                                   Year Ended December 31,
                                                ------------------------------
                                                  1998       1997       1996
                                                ------------------------------
Interest Income:
 Interest and Fees On Loans and Leases          $525,827   $492,114   $451,805
 Interest on Investment Securities:
  Taxable                                         99,909     78,495     67,013
  Exempt from Federal Income Taxes                   213        331        566
                                                ------------------------------
                                                 100,122     78,826     67,579
 Other Interest Income                             7,811        872        941
                                                ------------------------------
   Total Interest Income                         633,760    571,812    520,325
Interest Expense:
 Interest on Deposits:
  Savings and Demand Deposits                     50,163     27,670     20,598
  Time Deposits                                  172,143    193,779    172,341
                                                ------------------------------
                                                 222,306    221,449    192,939
 Interest on Short-Term Debt                      70,958     35,640     40,130
 Interest on Long-Term Debt                       45,141     43,461     46,372
 Interest on Junior Subordinated Debentures        8,662      8,662        816
                                                ------------------------------
  Total Interest Expense                         347,067    309,212    280,257
                                                ------------------------------
   Net Interest Income                           286,693    262,600    240,068
Provision for Loan and Lease Losses              (31,200)   (44,750)   (47,000)
                                                ------------------------------
 Net Interest Income After Provision for
  Loan and Lease Losses                          255,493    217,850    193,068
Noninterest Income:
 Service Charges on Deposit Accounts              27,242     24,752     21,537
 Other Service Charges and Fees                   51,678     37,058     29,328
 Operating Lease Income                           37,481     26,207     10,033
 Gain on Sales of Loans and Leases                80,221     60,883     26,255
 Security Gains                                   12,940      9,713         96
 Other                                            13,425     14,045     14,188
                                                ------------------------------
  Total Noninterest Income                       222,987    172,658    101,437
Noninterest Expenses:
 Compensation:
  Salaries                                       103,910     82,222     65,448
  Benefits                                        15,105     13,047     10,544
  Profit Sharing                                   5,624      6,185      3,838
 Depreciation on Operating Lease Equipment        21,662     17,667      7,221
 Occupancy                                        16,951     12,744      9,673
 Professional Services                            18,276     14,912     11,463
 Equipment Expense                                20,771     15,208     11,348
 Charges and Fees                                 14,317     12,652      8,583
 Marketing                                         9,624      7,890      5,103
 Special Charges and Exit Costs                   22,005          -          -
 Other                                            54,161     43,451     41,941
                                                ------------------------------
  Total Noninterest Expenses                     302,406    225,978    175,162
                                                ------------------------------
Income Before Income Taxes                       176,074    164,530    119,343
Applicable Income Taxes                           61,122     57,093     41,198
                                                ------------------------------
  Net Income                                    $114,952   $107,437    $78,145
                                                ==============================
Basic Earnings Per Common Share                    $2.66      $2.59      $1.96
Diluted Earnings Per Common Share                   2.56       2.45       1.87

See notes to consolidated financial statements.

                                42
<PAGE>
<TABLE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In Thousands, Except Per Share Data)
<CAPTION>
                                                                    Retained
                                                                    Earnings
                                                                    Including
                                                                   Reserve for              Accumulated
                                                                   Retirement                  Other
                                   Preferred   Common    Capital   of Capital   Treasury   Comprehensive             Comprehensive
                                     Stock     Stock     Surplus   Securities     Stock       Income        Total       Income
                                   -----------------------------------------------------------------------------------------------
<S>                                  <C>      <C>       <C>          <C>        <C>             <C>       <C>            <C>
Balance at January 1, 1996           $7,000   $11,703   $137,313     $274,017       $(38)        $2,542   $432,537

  Net Income                                                           78,145                               78,145        $78,145
  Cash Dividends Declared on
    Common Stock, $.54 Per Share                                      (21,434)                             (21,434)
  Cash Dividends Declared on
    Preferred Stock, $7.63
    Per Share                                                            (536)                                (536)
  Exercise of Stock Options                        43      1,776                                             1,819
  Sale of Treasury Stock                                                   21         38                        59
  Acquisitions                                    228     21,522                                            21,750
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                         1,438      1,438          1,438
  Other                                            (1)       (25)          (2)                                 (28)
                                     --------------------------------------------------------------------------------------------
Balance at December 31, 1996          7,000    11,973    160,586      330,211          -          3,980    513,750        $79,583
                                                                                                                         ========
  Net Income                                                          107,437                              107,437       $107,437
  Cash Dividends Declared on
    Common Stock, $.72 Per Share                                      (29,535)                             (29,535)
  Cash Dividends Declared on
    Preferred Stock, $10.13
    Per Share                                                            (712)                                (712)
  Exercise of Stock Options                       223     15,845                                            16,068
  Acquisitions                                    286     20,105        2,702                       143     23,236
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                        (3,988)    (3,988)        (3,988)
  Other                                                       81            4                                   85
                                     --------------------------------------------------------------------------------------------
Balance at December 31, 1997          7,000    12,482    196,617      410,107          -            135    626,341       $103,449
                                                                                                                         ========
  Net Income                                                          114,952                              114,952       $114,952
  Cash Dividends Declared on
    Common Stock, $.80 Per Share                                      (34,518)                             (34,518)
  Cash Dividends Declared on
    Preferred Stock, $11.25
    Per Share                                                            (790)                                (790)
  Exercise of Stock Options                       298     25,000                                            25,298
  Purchase of Treasury Stock                                                     (21,425)                  (21,425)
  Distribution of Contingent Shares
   for Prior Year Acquisition                      25      3,128                                             3,153
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                        (9,157)    (9,157)        (9,157)
                                     --------------------------------------------------------------------------------------------
Balance at December 31, 1998         $7,000   $12,805   $224,745     $489,751   $(21,425)       $(9,022)  $703,854       $105,795
                                     ============================================================================================
</TABLE>
See notes to consolidated financial statements.

                                43
<PAGE>
<TABLE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>
                                                                Year Ended December 31,
                                                          ---------------------------------
                                                            1998         1997        1996
                                                          ---------------------------------
<S>                                                      <C>          <C>         <C>
Operating Activities:
  Net Income                                               $114,952     $107,437    $78,145
  Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities:
    Provision for Loan and Lease Losses                      31,200       44,750     47,000
    Amortization of Goodwill                                  2,634        1,648      1,187
    Other Amortization and Accretion                        (73,788)    (101,428)   (46,121)
    Depreciation of Leased Equipment
     and Premises and Equipment                              38,626       29,723     16,201
    Realized Investment Security Gains                      (12,940)      (9,713)       (96)
    Proceeds From Sale of Loans Held for Sale             1,323,116    1,159,079    467,894
    Origination of Loans Held for Sale                   (1,433,993)    (926,060)  (469,489)
    Realized Gains on Residential Loans Held for Sale       (42,006)     (43,591)   (21,765)
    Realized Gains on Sale of Other Loans and Leases        (38,215)     (17,292)    (4,490)
    Increase in Trading Account Securities                  (50,333)           -          -
    (Increase) Decrease in Interest Receivable              (10,056)         607     (2,348)
    (Increase) Decrease in Other Assets                    (127,066)    (150,000)     7,134
    Increase (Decrease) in Interest Payable                   3,456         (275)    (1,563)
    Deferred Income Taxes                                     1,148       18,828     17,273
    Increase in Other Liabilities                            72,313        8,024      6,810
                                                          ---------------------------------
      Net Cash Provided by (Used in) Operating Activities  (200,952)     121,737     95,772
                                                          ---------------------------------
Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                   4,098,626    2,288,053     79,398
    Proceeds from Maturities and Prepayments                665,344      147,316    625,698
    Purchases                                            (4,809,785)  (2,627,773)  (678,794)
  Proceeds from Sale-Leaseback Transactions                 351,185      330,000          -
  Net Increase in Loans and Leases                         (799,701)    (150,252)  (389,778)
  Net Increase in Operating Lease Equipment                 (76,273)     (34,918)   (41,436)
  Net Increase in Premises and Equipment                    (24,126)     (30,305)   (14,409)
  Acquisitions                                                    -       13,632        971
                                                          ---------------------------------
  Net Cash Used in Investing Activities                    (594,730)     (64,247)  (418,350)
                                                          ---------------------------------
Financing Activities:
  Net Increase (Decrease) in Deposits                       631,023      (78,206)   417,770
  Net Increase (Decrease) in Short-Term Debt                  1,378      206,305    (49,519)
  Principal Payments on Long-Term Debt                      (40,616)    (208,438)  (188,841)
  Proceeds from Issuance of Long-Term Debt and
    Junior Subordinated Debentures                          286,532       34,440    228,440
  Cash Dividends Paid                                       (35,308)     (30,247)   (21,970)
  Purchase of Treasury Stock                                (21,425)           -          -
  Proceeds from Exercise of Stock Options                    25,298       16,068      1,878
  Net Increase (Decrease) in Other Equity Items                   -           82        (27)
                                                          ---------------------------------
    Net Cash Provided by (Used In) Financing Activities     846,882      (59,996)   387,731
                                                          ---------------------------------
    Increase (Decrease) in Cash and Cash Equivalents         51,200       (2,506)    65,153
Cash and Cash Equivalents at Beginning of Period            276,241      278,747    213,594
                                                          ---------------------------------
    Cash and Cash Equivalents at End of Period             $327,441     $276,241   $278,747
                                                          =================================
Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                               $343,611     $309,488   $281,820
    Income Taxes                                             35,500       27,000     18,000
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment
      to Other Real Estate                                    3,213       13,098      8,906
    Common Stock Issued in Acquisitions                           -       20,391     21,750
    Securitization of Residential Loans                           -            -     64,025
    Residual Interest in Securitized Assets
      Created from the Sale of Loans                        137,319      106,269     23,200
</TABLE>
See  notes  to  consolidated  financial statements.

                                44
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

In  December 1996, Provident acquired Information Leasing Corporation,
an   equipment   leasing   company,   and   Procurement   Alternatives
Corporation, Information Leasing's affiliated lease servicing company.
Provident issued 776,786 shares of its Common Stock at the date of the
acquisition plus an additional 172,619 shares of its Common Stock  and
$1,689,000  during  1998  and  1997  for  meeting  certain   financial
objectives.  An  additional 86,310 shares  of  its  Common  Stock  and
$311,000  will  be  paid  to  the former  shareholders  if  additional
financial  objectives  are met over the next  two  fiscal  years.  The
acquisition  was  accounted for as a purchase with  $25.4  million  of
goodwill being recorded.

Pro-forma   results  of  operations  as  though  South   Hillsborough,
Information Leasing and Procurement Alternatives had occurred  at  the
beginning of the period are not provided due to the immaterial effects
it would have on Provident'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  Provident and its subsidiaries, all  of  which  are
wholly  owned. 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.

                                45
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

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

LOANS   Interest  on  loans is computed on the  outstanding  principal
balance.  The portion of loan fees which exceeds the direct  costs  to
originate the loan is deferred and recognized as interest income  over
the  actual lives of the related loans using the interest method.  Any
premium  or  discount  applicable  to  specific  loans  purchased   is
amortized  over the remaining lives of such loans using  the  interest
method.  Loans  are  generally placed on nonaccrual  status  when  the
payment  of  principal and/or interest is past due 90  days  or  more.
However, instalment loans are not placed on nonaccrual status  because
they  are  charged off when the loans reach 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. Provident generally recognizes income
on impaired loans on a cash basis.

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

LOAN AND LEASE LOSS RESERVE  The reserve for loan and lease losses  is
maintained  to  absorb  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.

                                46
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Provident considers a commercial nonperforming loan to be an  impaired
loan  when  it is probable that all amounts due will not be  collected
according  to  the contractual terms of the loan agreement.  Provident
measures  the value of an impaired loan based on the present value  of
expected future cash flows discounted at the loan's effective interest
rate or, if more practical, at the loan's observable market price,  or
the fair value of the collateral if the loan is collateral dependent.

LOAN  SALES  Provident classifies loans that are intended to  be  sold
within a short period of time as held for sale. Such loans are carried
at  the  lower of aggregate cost or market value. Gains and losses  on
loan sales are included in "Noninterest Income". For whole loan sales,
gains  and  losses are determined by the difference between  the  sale
proceeds and the carrying value of loans sold. 

Provident  has  sold nonconforming residential loans and  home  equity
loans  through  securitized public offerings.  Under  these  types  of
sales,  gains  or  losses  are determined based  on  a  present  value
calculation  of future cash flows, using the cash-out methodology,  of
the  underlying  loans, net of interest payments to security  holders,
loan  loss  and  prepayment assumptions and normal servicing  revenue.
These  net  cash flows, which are represented by retained interest  on
securitized  assets, are included in "Investment Securities  Available
for Sale".

SFAS  No.  134,  "Accounting for Mortgage-Backed  Securities  Retained
after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking  Enterprise -- an amendment of FASB Statement No. 65"  becomes
effective  January 1, 1999. This Statement requires  that  an  entity,
which  securitizes  a  mortgage  loan  held  for  sale,  classify  the
resulting  mortgage-backed security or other retained interests  based
on  its ability and intent to sell or hold those investments. Prior to
this  SFAS, the security had to be treated as a trading security.  The
adoption of SFAS No. 134 is not expected to have a material impact  on
Provident's financial position or results of operations.

LEASED  EQUIPMENT  AND  PREMISES AND EQUIPMENT  Leased  equipment  and
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. Leased equipment  and
premises   and   equipment  are  reviewed  for   impairment   whenever
circumstances indicate that the carrying value of the assets  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.

OTHER REAL ESTATE OWNED  Real estate owned is recorded at the lower of
cost  or  fair  value  and is included in "Other Assets".  Provident's
policy  is  to include the unpaid balance of applicable loans  in  the
cost of real estate  owned.  However, in no case is the carrying value
of  real estate owned greater than net realizable value.

                                47
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

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

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

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

OFF-BALANCE  SHEET FINANCIAL AGREEMENTS  Provident 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, 1998, 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.

                                48
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

SFAS  No.  133,  "Accounting for Derivative  Instruments  and  Hedging
Activities"  becomes effective January 1, 2000. This SFAS  establishes
accounting   and  reporting  standards  for  derivative   instruments,
including  certain derivative instruments embedded in other contracts,
and for hedging activities. It requires that derivatives be recognized
as  either  assets or liabilities in the balance sheet and to  measure
those  instruments at fair value. The accounting of the gain  or  loss
resulting from the change in fair value depends on the intended use of
the  derivative.  For a derivative used as a hedging  instrument,  the
gain or loss on the derivative will be recognized in earnings together
with  the offsetting loss or gain on the hedged item. This results  in
earnings recognition for only the amount that the hedge is ineffective
in achieving offsetting changes in fair value.

Generally,  Provident  uses its derivatives  as  hedging  instruments.
Management believes that its hedges are highly effective and that  the
adoption  of  this SFAS will not have a material impact on Provident's
financial position or the results of its operations.

COMPREHENSIVE  INCOME  SFAS No. 130, "Reporting Comprehensive  Income"
establishes  standards for the reporting of comprehensive  income  and
its  components. Comprehensive income includes net income and  certain
items  that  are  reported  directly within a  separate  component  of
stockholders'  equity and bypass net income. The  provisions  of  this
SFAS  became  effective with 1998 interim reporting and are  disclosed
within the Consolidated Statements of Changes in Shareholders' Equity.
Implementation  of  this  statement had no impact  on  net  income  or
shareholders' equity. Prior periods have been restated to  conform  to
the current presentation.

SEGMENT  REPORTING  SFAS No. 131, "Disclosures about  Segments  of  an
Enterprise  and  Related Information" requires  that  public  business
enterprises  report  financial and descriptive information  about  its
reportable operating segments. Operating segments are components of an
enterprise  for which discrete financial information is available  and
evaluated  regularly  by  the chief operating  decision-maker  in  the
determination of resource allocation and performance. This  disclosure
is provided in Note P.

                                49
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

C.   INVESTMENT  SECURITIES  The amortized cost and  estimated  market
values  of  securities  available for sale  at  December  31  were  as
follows:
<TABLE>
<CAPTION>
                                                  Gross        Gross      Estimated
                                    Amortized   Unrealized  Unrealized     Market
                                      Cost        Gains       Losses        Value
                                   ------------------------------------------------
                                                     (In Thousands)
<S>                                <C>             <C>        <C>        <C>
1998:
  U.S. Treasury and Federal Agency
    Debentures                       $152,737         $46      $(1,445)    $151,338
  State and Political Subdivisions      1,939           -          (19)       1,920
  Mortgage-Backed Securities        1,057,902         869      (11,002)   1,047,769
  Asset-Backed Securities             247,311         319       (1,775)     245,855
  Other Securities                     68,119          29         (877)      67,271
                                   ------------------------------------------------
                                   $1,528,008      $1,263     $(15,118)  $1,514,153
                                   ================================================
1997:
  U.S. Treasury and Federal Agency
    Debentures                        $17,251        $175         $(25)     $17,401
  State and Political Subdivisions     10,200         196            -       10,396
  Mortgage-Backed Securities        1,044,304       1,572       (2,065)   1,043,811
  Asset-Backed Securities             252,142         110         (243)     252,009
  Other Securities                     57,606       1,788       (1,304)      58,090
                                   ------------------------------------------------
                                   $1,381,503      $3,841      $(3,637)  $1,381,707
                                   ================================================
</TABLE>
Investment  securities with a carrying value of  approximately  $683.7
million   and  $441.9  million  at  December  31,  1998,   and   1997,
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 1998, 1997 and 1996 gross gains of $14.4 million, $12.5 million and
$.1  million  and gross losses of $1.5 million, $2.8 million  and  $-,
respectively,  were realized on the sale of securities  available  for
sale.  Taxes  on  security gains were $4.5 million, $3.4  million  and
$34,000 in 1998, 1997 and 1996, respectively.

Mortgage-backed and asset-backed securities are shown below  based  on
their  estimated  average  lives  at  December  31,  1998.  All  other
securities are shown by contractual maturity. Expected maturities will
differ  from  contractual maturities because borrowers  may  have  the
right to call or prepay obligations with or without call or prepayment
penalties.

                                               Amortized   Estimated
                                                  Cost    Market Value
                                               -----------------------
                                                    (In Thousands)
Due in one year or less                           $61,177      $61,191
Due after 1 through 5 years                     1,114,787    1,104,610
Due after 5 through 10 years                      211,342      208,616
Due after 10 years                                140,702      139,736
                                               -----------------------
   Total                                       $1,528,008   $1,514,153
                                               =======================

                                50
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Included  in  investment  securities  are  the  retained  interest  in
securitized  assets representing the present value of net  cash  flows
due  to  Provident from loan securitizations and sales. Components  of
the  retained  interest  in  securitized  assets  and  the  underlying
assumptions follow:


                                              Nonconforming     Prime
                                               Residential   Home Equity
                                              --------------------------
                                                     (In Thousands)
Estimated Cash Flows of Underlying Loans,
  Net of Payments to Certificate Holders          $345,340     $30,306
Less:
  Estimated Credit Loss                            (64,845)     (2,400)
  Servicing and Insurance Expense                  (33,352)     (4,275)
  Discount to Present Value                        (50,184)     (2,822)
                                                  --------------------
Carrying Value of Retained Interest in
  Securitized Assets                              $196,959     $20,809
                                                  ====================
<TABLE>
<CAPTION>
                                     Nonconforming Residential           Prime Home Equity
                                   ---------------------------------------------------------------
                                     December        Weighted       December         Weighted
                                      1998            Average         1998            Average
                                   Transaction  (All Transactions) Transaction  (All Transactions)
                                   ---------------------------------------------------------------
<S>                                      <C>                 <C>         <C>                <C>
Assumptions Used:
  Prepayment Speed (initial)             12.70%              10.60%      10.00%             11.45%
  Prepayment Speed (levels up to)        35.00               29.50       30.00              25.65
  Estimated Credit Losses:
    Annual Basis                          1.05                1.06        0.20               0.20
    Percentage of Original Balance        2.70                3.25        0.36               0.41
  Discount Rate                          12.00               11.68       10.00               9.58
</TABLE>
The   average  life,  using  a  35%  prepayment  assumption,  of   the
nonconforming   mortgage  portfolio  underlying  the   December   1998
transaction is approximately 2.5 years.

In  order  to  improve  the  economic benefit  of  the  securitization
transactions,  Provident changed the credit enhancement  structure  of
the   nonconforming   mortgage  securitizations   for   1998.   Credit
enhancement    was   previously   accomplished    using    an    over-
collateralization feature, which would be funded from cash flows.  The
1998  transactions were credit enhanced with an initial cash  deposit.
The  change  in structure allows excess cash flows to be  returned  to
Provident more quickly.

                                51
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

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 10  years.
Rental  receivable at December 31, 1998 and 1997 include $20.9 million
and $17.3 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 $50.6 million and $58.2 million in total at December 31,
1998 and 1997, 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 7 years.

The components of the net investment in lease financing at December 31
were as follows:
<TABLE>
<CAPTION>
                                             1998                    1997
                                    ---------------------------------------------
                                    Commercial   Consumer   Commercial   Consumer
                                    ---------------------------------------------
                                                      (In Thousands)
<S>                                   <C>         <C>         <C>         <C>  
Rentals Receivable                    $172,251    $194,378    $279,301    $247,785
Leases in Process                       37,509      33,804      38,680       7,024
Estimated Residual Value of
  Leased Assets                         97,982     239,826      96,052     255,976
                                      --------------------------------------------
                                       307,742     468,008     414,033     510,785
Less:  Unearned Income                 (64,020)    (44,654)    (73,731)    (67,979)
                                      --------------------------------------------
  Net Investment in Lease Financing   $243,722    $423,354    $340,302    $442,806
                                      ============================================
</TABLE>
The  following is a schedule by year of future minimum lease  payments
to be received for the next five years as of December 31, 1998:

                                                 Commercial   Consumer
                                                 ---------------------
                                                     (In Thousands)
1999                                               $41,467     $75,428
2000                                                40,175      58,167
2001                                                27,226      34,109
2002                                                19,804      15,810
2003                                                12,686       8,442
Thereafter                                          30,893       2,422
                                                  --------------------
     Total                                        $172,251    $194,378
                                                  ====================

                                52
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Operating  leases consist of the leasing of transportation  equipment,
manufacturing  equipment,  data processing  and  office  equipment  to
commercial clients. Terms of the leases range from 1 to 10  years.  At
the expiration of an operating lease, the leased property is generally
sold or another lease agreement is initiated. Accumulated depreciation
of  the  operating lease equipment was $45.6 million and $30.8 million
as  of  December  31, 1998 and 1997, respectively.  The  future  gross
minimum rentals, by year, under noncancelable leases for the rental of
leased  equipment are $29.2 million for 1999; $22.0 million for  2000;
$18.1 million for 2001; $14.6 million for 2002; $10.4 million for 2003
and $14.4 million thereafter.

In  addition  to  the  leases discussed above, Provident  sold  $351.2
million  and $342.3 million of vehicles, which had been classified  as
finance   leases,  to  institutional  investors  under  sale-leaseback
transactions during 1998 and 1997, respectively. Under terms of  these
transactions, Provident continues to collect rental payments from  its
original  lessees.  Provident,  as  lessee,  is  accounting  for   the
leaseback  of these vehicles as operating leases. Differences  between
the rentals received from the original lessees and the rentals paid to
the investors are recorded as noninterest income.

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

                                             1998      1997      1996
                                           ---------------------------
                                                  (In Thousands)
Balance at Beginning of Period             $71,980   $66,693   $60,235
Provision for Loan and Lease Losses
  Charged to Earnings                       31,200    44,750    47,000
Acquired Reserves                                -     1,814     1,373
Recoveries Credited to the Reserve           9,843    10,096     4,894
                                           ---------------------------
                                           113,023   123,353   113,502
Losses Charged to the Reserve              (37,116)  (51,373)  (46,809)
                                           ---------------------------  
  Balance at End of Period                 $75,907   $71,980   $66,693
                                           ===========================

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

                                                     1998        1997
                                                   -------------------
                                                     (In Thousands)
Impaired Loans Requiring a Valuation Allowance of
 $10.7 Million in 1998 and $2.4 Million in 1997    $18,921      $3,325
Impaired Loans Not Requiring a Valuation Allowance   2,000       6,273
                                                   -------------------
   Total Impaired Loans                            $20,921      $9,598
                                                   ===================
Average Balance of Impaired Loans for the Year     $16,787     $14,310

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

                                53
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Loans  and leases on nonaccrual status at December 31, 1998, 1997  and
1996   were   $42.6   million,  $46.4  million  and   $21.1   million,
respectively. Loans renegotiated to provide a reduction or deferral of
interest  or principal were $-, $377,000 and $786,000 at December  31,
1998, 1997 and 1996, respectively.

F.  PREMISES AND EQUIPMENT  The following is a summary of premises and
equipment at December 31:

                                                    1998         1997
                                                  --------------------
                                                     (In Thousands)
Land                                               $8,990       $8,321
Buildings                                          24,525       22,929
Leasehold Improvements                             12,736       10,604
Furniture and Fixtures                            114,554       98,181
                                                  --------------------
                                                  160,805      140,035
Less Depreciation and Amortization                (82,184)     (68,577)
                                                  --------------------
  Total                                           $78,621      $71,458
                                                  ====================

Rent   expense  for  all  bank  premises  and  equipment  leases   was
$11,417,000,  $8,519,000  and  $6,596,000  in  1998,  1997  and  1996,
respectively.  The  future  gross  minimum  rentals,  by  year,  under
noncancelable  leases  for the rental of premises  and  equipment  are
$11.4  million in 1999, $10.7 million in 2000, $8.7 million  in  2001,
$7.3  million  in  2002,  $7.0  million  in  2003  and  $31.9  million
thereafter.

G.  SHORT-TERM DEBT  Short-term debt was as follows at December 31:
<TABLE>
<CAPTION>
                                                        1998       1997      1996
                                                     ------------------------------
                                                          (Dollars in Thousands)
<S>                                                  <C>         <C>       <C>
Year End Balance:
  Federal Funds Purchased and Repurchase Agreements    $560,712  $602,588  $458,375
  Commercial Paper                                      245,291   202,018   139,665
  U.S. Treasury Demand Notes                              1,500     1,519     1,500
Weighted Average Interest Rate at Year End:
  Federal Funds Purchased and Repurchase Agreements        4.44%     5.68%     5.96%
  Commercial Paper                                         4.50      5.33      5.17
  U.S. Treasury Demand Notes                               4.18      5.25      5.15
Maximum Amount Outstanding at Any Month End:
  Federal Funds Purchased and Repurchase Agreements  $1,627,934  $687,374  $713,830
  Commercial Paper                                      259,925   202,018   143,867
  U.S. Treasury Demand Notes                              1,500     2,746     1,500
</TABLE>
At  December 31, 1998, Provident had $175 million and $40  million  in
lines  of  credit with unaffiliated banks to support commercial  paper
borrowings and other general obligations, respectively. As of  January
19, 1999, these lines had not been used.

                                54
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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      1998       1997
---------------------------------------------------------------------------------------------
                                                                             (In Thousands)
<S>                                          <C>      <C>       <C>       <C>        <C>
Provident Financial Group (Parent):
   Miscellaneous Notes Payable (3)           Various  Various   Various     $2,617     $1,913
Subsidiaries:
   $1 Billion Bank Notes Program:
      Fixed Rate Senior Notes                6.13%    6.02%     2000       299,716    299,571
      Fixed Rate Senior Notes                7.17     7.50      2005        12,500     12,500
   Notes Payable to Federal Home Loan Bank:
      Fixed Rate Notes                       4.66     4.66      2008       125,000          -
      Fixed Rate Notes                       5.39     5.39      1999       100,000          -
      LIBOR Based Notes                      5.23     5.23      1999        11,000     11,000
      Fixed Rate Notes (4)                   Various  Various   Various      2,251      2,416
   Subordinated Notes:
      Fixed Rate Notes                       6.38     6.06      2004        99,672     99,607
      Fixed Rate Notes                       7.13     6.23      2003        74,953     74,942
      Fixed Rate Capital Notes                n/a      n/a       n/a             -      4,000
   Debt Secured by Auto Leases:
      Fixed Rate Notes                       5.74     4.82      2004        87,033     96,251
      Fixed Rate Notes                       6.00     6.00      2006        45,000          -
      Fixed Rate Notes                       5.77     5.77      2005        26,412     32,676
      Fixed Rate Notes                       5.84     4.90      2004        21,259     23,116
      Fixed Rate Notes                       5.62     5.62      2005        13,923          -
   Debt Secured by Equipment Leases:
      Fixed Rate Notes (5)                   Various  Various   Various     12,958     30,165
                                                                          -------------------
                                                                           931,677    686,244
                                                                          -------------------
         Total                                                            $934,294   $688,157
                                                                          ===================
<FN>
 (1) Stated rate reflects interest rate on notes as of December 31, 1998.
 (2) Effective rate reflects interest rate paid as of December 31, 1998 after adjustments for
     notes issued at discount or premium, capitalized fees associated with the issuance of
     the debt and interest rate swap agreements entered to alter the note rate.
 (3) Interest rates range up to 9.50% and maturity dates range up to 2004.
 (4) Interest rates vary from 5.00% to 9.50% and maturity dates which vary up to 2015.
 (5) Interest rates vary from 6.12% to 17.10% and maturity dates which vary up to 2004.
</TABLE>
Under  Provident Bank's amended $1 Billion Bank Notes  program,  notes
can  be issued with either fixed or floating rates. The notes are  not
secured  nor are they insured by the FDIC. Subordinated notes  qualify
as  Tier  2  capital while senior notes do not. At December 31,  1998,
$687.5 million was available under this program.

The notes payable to the Federal Home Loan Bank are collateralized  by
investment  securities with a book value of $308.4 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 1994 by  Provident  Bank.
They  are subordinated to the claims of depositors and other creditors
of  Provident  Bank  and  are  not insured  by  the  FDIC.  The  7.13%
Subordinated Notes, which also qualify as Tier 2 capital, were  issued
in 1993 by Provident Bank.

                                55
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Provident  borrowed $222.7 million through sale-leaseback transactions
with   various  investors.  Auto  leases  within  the  consumer  lease
financing  portfolio  secure  the  borrowings.  The  debt  calls   for
principal  payments  throughout the life  of  the  borrowings.  As  of
December 31, 1998, $193.6 million remains outstanding.

Provident purchased Information Leasing, an equipment leasing  company
during  1996.  Information Leasing financed their leases by  borrowing
funds from various institutions of which $13.0 million was outstanding
at  December  31,  1998. Payment requirements on the  debt  match  the
rental receivable on the equipment lease payments.

As  of  December 31, 1998, scheduled principal payments  on  long-term
debt for the following five years were as follows:
<TABLE>
<CAPTION>
                                  1999      2000      2001       2002       2003
                                ------------------------------------------------- 
                                                  (In Thousands)
<S>                             <C>       <C>         <C>        <C>      <C>
Provident Financial Group, Inc.    $784      $520       $451       $297      $226
Subsidiaries                    138,351   324,420     24,855     25,742   102,867
</TABLE>
I.  Guaranteed  Preferred  Beneficial Interests  in  Company's  Junior
Subordinated  Debentures   In  1996, Provident  established  Provident
Capital  Trust  I.  Capital  Trust issued $100  million  of  preferred
capital  securities to the public and $3.1 million of  common  capital
securities  to  Provident. Proceeds from the issuance of  the  capital
securities  were  invested  in Provident's 8.60%  Junior  Subordinated
Debentures.  Provident  fully guarantees the Capital  Securities.  The
Preferred  Capital  Securities qualify as  Tier  1  capital  for  bank
regulatory purposes. The sole assets (excluding interest receivable on
the Debentures, receivables and prepaid expenses) of Capital Trust are
the Debentures.

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

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

                                         1998        1997        1996
                                       -------------------------------
                                                (In Thousands)
Current:
  State                                   $752        $375         $37
  Federal                               59,222      37,890      23,888
                                       -------------------------------
                                        59,974      38,265      23,925
Deferred                                 1,148      18,828      17,273
                                       ------------------------------- 
    Total                              $61,122     $57,093     $41,198
                                       ===============================

                                56
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

Deferred  income  taxes  reflect the  net  tax  effects  of  temporary
differences between the carrying amounts of assets and liabilities for
financial  reporting  purposes and the amounts  used  for  income  tax
purposes.   Significant   components  of  Provident's   deferred   tax
liabilities and assets as of December 31 are as follows:

                                              1998       1997       1996
                                           ------------------------------
                                                   (In Thousands)
Deferred Tax Liabilities: 
  Excess Lease and Partnership Income      $113,789   $115,197    $98,222
  Deferred Loan Costs                         7,037      1,415        660
  Other - Net                                 8,514      8,520      9,817
                                           ------------------------------
    Total Deferred Tax Liabilities          129,340    125,132    108,699
                                           ------------------------------
Deferred Tax Assets:
  Provision for Loan and Lease Losses        31,908     28,250     20,973
  Deferred Compensation                       5,724      5,255      3,464
  Alternative Minimum Tax Credit                  -      1,813     10,687
  Unrealized Loss on Investment Securities    4,849          -        572
  Other - Net                                 8,225      7,408      8,997
                                           ------------------------------
    Total Deferred Tax Assets                50,706     42,726     44,693
                                           ------------------------------
      Net Deferred Tax Liabilities          $78,634    $82,406    $64,006
                                           ==============================

K.   BENEFIT PLANS  Provident has a Retirement Plan for the benefit of
its employees. Included under this plan is an Employee Stock Ownership
Plan  ("ESOP")  and a Personal Investment Election Plan ("PIE  Plan").
Provident  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
Provident.   All  fund  assets  are  allocated  to  the  participants.
Provident's  contributions  are  discretionary  by  the  directors  of
Provident.  Provident incurred expense of $6.2 million,  $6.1  million
and $3.5 million in 1998, 1997 and 1996, respectively.

The PIE Plan, a tax deferred retirement plan, covers all employees who
are  qualified as to age and length of service. Employees who wish  to
participate in the PIE Plan may contribute from 1% to 8% of their pre-
tax salaries (to a maximum prescribed by the Internal Revenue Service)
to the plan as voluntary contributions. Provident will make a matching
contribution equal to 25% of the pre-tax voluntary contributions  made
by  the  employees  during  the plan year. The  contribution  made  by
Provident  is charged against earnings as the employees' contributions
are  made.  Provident  incurred  expense  of  $845,000,  $646,000  and
$505,000   for  this  retirement  plan  for  1998,  1997   and   1996,
respectively.

                                57
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

The  ESPP  provides eligible employees with an opportunity to purchase
Provident's Common Stock through payroll deduction in an amount up  to
10% of their compensation, at a price equal to eighty-five percent  of
the fair market price on either the first or the last business day  of
each calendar month, whichever is lower. Provident incurred expense of
$266,000, $219,000 and $168,000 for the ESPP for 1998, 1997 and  1996,
respectively.

The  DCP  permits participants, selected by the Compensation Committee
of  the  Board  of Directors, to defer compensation in a  manner  that
aligns  their  interests with those of Provident shareholders  through
the investment of deferred compensation in Provident Common Stock. The
DCP  allows  participants to postpone the receipt  of  5%  to  50%  of
compensation  until retirement. Amounts deferred  are  invested  in  a
Provident  Bank  Stock Account or a Self-Directed  Account.  Provident
will  credit the Provident Bank Stock Account with an amount dependent
upon  Provident's  pre-tax  earnings per  share,  for  each  share  of
Provident  Common  Stock  in the account.  The  calculated  credit  is
charged  against  earnings  by  Provident  annually.  Under  the  DCP,
Provident expensed approximately $1.4 million, $2.6 million  and  $1.9
million in 1998, 1997 and 1996, respectively.

Provident   has  three  Employee  Stock  Option  Plans,  an   Advisory
Director's  Stock Option Plan and an Outside Directors'  Stock  Option
Plan.  The  Employee  Stock  Option Plans  made  8.4  million  options
available for grant. These plans authorize the issuance of options  to
purchase Common Stock for officers and key employees. The options  are
to  be  granted, with exercise prices at the approximate market value,
as of the date of grant. Options become exercisable beginning one year
from date of grant generally at the rate of 20% per year. The Advisory
Directors' Stock Option Plan and Outside Directors' Stock Option  Plan
authorized  the issuance of 427,500 and 168,750 options, respectively.
The terms of these options are comparable to the terms of the Employee
Stock Option Plans.

                                58
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The  following  table summarizes option activity for the  three  years
ended December 31, 1998:

                                 Weighted
                                  Average     Number of       Options
                                 Exercise      Options       Available
                                   Price     Outstanding     for Grant
                                 -------------------------------------
At January 1, 1996                $10.25      3,256,536        944,476
 Authorized                          -                -        450,000
 Granted                           24.81      1,175,967     (1,175,967)
 Exercised                          9.53       (174,357)             -
 Canceled                          15.84        (36,982)        36,982
                                              ------------------------
At December 31, 1996               14.28      4,221,164        255,491
 Authorized                          -                -      4,000,000
 Granted                           40.49        840,225       (840,225)
 Exercised                          8.93       (780,465)             -
 Canceled                          16.91       (113,135)       113,135
                                              ------------------------
At December 31, 1997               20.50      4,167,789      3,528,401
 Granted                           47.02        866,125       (866,125)
 Exercised                         13.51     (1,061,225)             -
 Canceled                          31.04       (375,013)       375,013
                                              ------------------------
At December 31, 1998               27.86      3,597,676      3,037,289
                                              ========================

At  December 31, 1998, 1997 and 1996, there were 1,679,900,  2,012,954
and  2,138,571  options exercisable respectively,  having  a  weighted
average   option  price  per  share  of  $17.81,  $11.45  and   $9.15,
respectively. The following table summarizes information  about  stock
options outstanding at December 31, 1998:

                            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
-------------------------------------------------------------------------------
$ 7.95 - $11.19       670,884            3.5      $8.87       670,884     $8.87
$12.00 - $17.95       677,782            6.0      14.50       477,396     14.35
$21.17 - $31.95       678,870            7.4      23.99       261,007     23.76
$33.63 - $54.47     1,570,140            8.9      43.40       270,613     40.33

For  purposes  of providing the pro forma disclosures  required  under
SFAS  No.  123, the fair value of stock options granted in 1998,  1997
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  that
have  no vesting restrictions and are fully transferable. In addition,
option  valuation  models  require  the  input  of  highly  subjective
assumptions  including  the expected stock price  volatility.  Because
Provident'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.

                                59
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The  following  weighted-average assumptions were used in  the  option
pricing model for 1998, 1997 and 1996 respectively: risk-free interest
rates  of 5.46%, 6.47% and 6.55%; dividend yields of 3.00%, 3.00%  and
3.75%;  volatility factors of the expected market price of Provident's
Common Stock of .234, .232 and .228 and an expected life of the option
of  7, 8 and 9 years. Based on these assumptions, the weighted-average
fair  value  of  options granted in 1998, 1997 and  1996  was  $12.05,
$11.51 and $6.78, respectively.

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

L.   PREFERRED STOCK  In 1991, Provident issued 371,418 shares of Non-
Voting  Convertible  Preferred Stock to American  Financial  Group  as
partial   consideration  for  the  acquisition   of   Hunter   Savings
Association. During 1995, 301,146 shares of the Preferred  Stock  were
converted  into 4,234,865 shares of Common Stock. As of  December  31,
1998  and  1997, 70,272 shares of Preferred Stock remain  outstanding.
These  shares have a stated value and liquidation value  of  $100  per
share  and a conversion ratio of 14.0625 shares of Provident's  Common
Stock for each share of Convertible Preferred Stock.

M.  EARNINGS PER SHARE  The following table sets forth the computation
of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                    -----------------------------
                                                      1998       1997      1996
                                                    -----------------------------
                                                            (In Thousands)
<S>                                                 <C>        <C>        <C>
Numerator:
  Net Income                                        $114,952   $107,437   $78,145
  Preferred Stock Dividends                             (790)      (712)     (536)
                                                    -----------------------------
  Numerator for Basic Earning Per Share --
   Income Available to Common Stockholders           114,162    106,725    77,609
  Effect of Dilutive Securities --
   Convertible Preferred Stock Dividends                 790        712       536
                                                    -----------------------------
  Numerator for Diluted Earnings Per Share --
   Income Available to Common Stockholders After
   Assumed Conversions                              $114,952   $107,437   $78,145
                                                    =============================
Denominator:
  Denominator for Basic Earnings Per Share --
   Weighted-Average Shares                            42,913     41,135    39,596
  Effect of Dilutive Securities:
    Convertible Preferred Stock                          988        988       988
    Stock Options                                      1,029      1,651     1,277
                                                    -----------------------------
  Dilutive Potential Common Shares                     2,017      2,639     2,265
                                                    -----------------------------
    Denominator for Diluted Earnings Per Share --
     Adjusted Weighted-Average Shares and Assumed
     Conversions                                      44,930     43,774    41,861
                                                    =============================
Basic Earnings Per Share                               $2.66      $2.59     $1.96
                                                    =============================
Diluted Earnings Per Share                             $2.56      $2.45     $1.87
                                                    =============================
</TABLE>
                                60
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

Quantitative  measures  established by regulation  to  ensure  capital
adequacy  require Provident 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,  1998,
Provident  and its banking subsidiaries meet all capital  requirements
to which it is subject.

As  of  December  31,  1998, Provident and its  banking  subsidiaries'
capital  ratios  were categorized as well capitalized  for  regulatory
purposes.  To  be categorized as well capitalized, Provident  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>
                                                          1998               1997
                                                   ------------------------------------
                                                     Amount    Ratio    Amount    Ratio
                                                   ------------------------------------
                                                            (Dollars in Thousands)
<S>                                                <C>         <C>     <C>        <C>
Tier 1 Capital (to Average Assets):
   Provident (Consolidated)                         $776,249    9.00%  $693,444    9.94%
   The Provident Bank                                620,544    7.81    522,846    8.15
   Provident Bank of Florida                          18,254    6.67     16,150    8.34
Tier 1 Capital (to Risk-Weighted Assets):
   Provident (Consolidated)                          776,249    8.55    693,444    9.67
   The Provident Bank                                620,544    7.29    522,846    7.67
   Provident Bank of Florida                          18,254    7.25     16,150    9.81
Total Risk-Based Capital (to Risk-Weighted Assets):
   Provident (Consolidated)                        1,011,790   11.15    940,363   13.11
   The Provident Bank                                855,379   10.06    767,297   11.25
   Provident Bank of Florida                          29,153   11.58     17,891   10.87
</TABLE>
                                61
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

O.  Special Charges and Exit Costs  In order to improve the efficiency
of  the operations, management undertook two initiatives during  1998.
First,  a reengineering project, known as the Performance Optimization
Project  ("POP"), was implemented. POP is expected to enable Provident
to  undertake new revenue generating initiatives without significantly
increasing  expenses.  As part of POP, Provident associates  developed
over  1,000  specific actions to increase productivity. These  actions
will  be  substantially implemented by the end  of  1999.  Second,  an
analysis of current and future profitability of various business units
was  performed. As a result of this analysis, a determination was made
that  the  prospects  for future revenue growth did  not  justify  the
continued  operating losses by the MeritValu and Free Markets  Partner
business  units.  Accordingly,  these  business  units  were  formally
discontinued  during the fourth quarter of 1998.  In  connection  with
these  initiatives, Provident recorded a special charge of $22 million
during the fourth quarter of 1998. This charge is composed of employee
termination  benefits,  fixed asset write-offs,  exit  costs  for  the
MeritValu  and  Free  Market  Partners units,  and  professional  fees
incurred in completing the reengineering project.

Employee  termination benefits of $6 million were accrued pursuant  to
the   initiatives   described  above  during  1998.   POP   identified
approximately  500 positions to be eliminated. However,  approximately
400  of  these positions will be accounted for through attrition,  the
elimination of open positions and position redeployments to support on-
going  business  growth  in  1999 and beyond.  As  a  result  of  POP,
approximately  100  associates will be terminated.  An  additional  50
associates  were  terminated as a result of  the  elimination  of  the
MeritValu and Free Market Partners businesses.

During  the fourth quarter of 1998, Provident abandoned certain  fixed
assets  with a net book value of $2 million. Also Provident  abandoned
certain equipment with a net book value of $4 million directly related
to  the  MeritValu and Free Market Partners business units  that  were
terminated.  The  $6 million charge was recognized to  write-down  the
assets  to fair value. Since Provident expects to recover only nominal
amounts  from the disposal of these assets, fair value was  determined
to be $-.

Exit costs for the MeritValu and Free Market Partners are composed  of
cash  payments to terminate certain contracts and the non-cash  write-
off of capitalized advances to third party vendors that have no future
value.  Revenues  and operating income of activities  exited  are  not
significant to Provident's operating results.

                                62
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The table below summarizes the major components of the special charge,
as  well  as the related amounts applied against the reserve in  1998.
Provident  expects  that the remaining reserve of  $7  million,  which
represents  estimated  future  cash  outlays,  will  be  substantially
utilized during 1999.
<TABLE>
<CAPTION>
                                Severance  Fixed Asset    Exit    Professional
                                  Costs     Write-Offs    Costs       Fees        Total
                                --------------------------------------------------------
                                                      (In Millions)
<S>                                   <C>          <C>       <C>           <C>      <C>
Special Charge                        $6           $6        $5            $5       $22
Utilization:
  Cash                                (1)           -        (2)           (3)       (6)
  Non-Cash                             -           (6)       (3)            -        (9)
                                      -------------------------------------------------
Balance as of December 31, 1998       $5           $-        $-            $2        $7
                                      =================================================
</TABLE>
P.  Line  of  Business Reporting  Provident has eight major  lines  of
business  based on its management structure. A brief summary  of  each
business follows.

- Commercial Banking provides traditional commercial lending  products
  and services.
- Provident Capital Corp is a national provider of funding to  support
  middle market leveraged financing transactions.
- Commercial  mortgage  provides  loans and  services  to support  the
  commercial real estate market.
- Information Leasing Corporation is a full service equipment  leasing
  company that focuses on establishing  strategic  relationships  with
  high volume, quality equipment vendors and customers.
- Provident  Commercial  Group  provides  lease and  loan financing to
  commercial  and industrial customers nationwide  for the acquisition
  of equipment.
- Provident  Consumer  Financial  Services  originates  conforming and
  nonconforming residential loans to consumers and short-term financing
  to mortgage originators and brokers.
- Consumer Lending provides auto leasing, instalment, home equity  and
  credit card lending to consumers.
- Consumer Banking offers deposit accounts, trust, brokerage  services
  and investment products to consumer and small business customers.

Financial  results  are determined based on an assignment  of  balance
sheet  and  income statement items to each business  line.  A  matched
maturity transfer pricing process is used to allocate interest  income
and expense among the business lines. The provision for loan losses is
allocated to business lines based upon an assigned credit risk  factor
of  the  loans  in their portfolio, current year loan growth  and  net
charge-offs.  Activity-based costing is used to allocate expenses  for
centrally  provided services. Taxes are computed at a 35  percent  tax
rate.

                                63
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The  following table provides the components of net income by line  of
business  for the past two years. Other represents income and expenses
not  allocated  to the business lines, net securities  gains  and  the
results of the treasury unit. Special charges and exit costs have been
excluded from the business lines and shown separately.
<TABLE>
<CAPTION>
                           Net     Provision     Non-       Non-                            Total
                         Interest   for Loan   Interest   Interest               Net       Average
                          Income     Losses     Income    Expense     Taxes     Income      Assets
                         ---------------------------------------------------------------------------
                                                       (In Thousands)
<S>                      <C>         <C>       <C>        <C>        <C>       <C>        <C>
1998:
  Commercial:
    Commercial Banking    $74,751     $4,820     $6,251    $30,678   $15,926    $29,578   $1,668,299
    Capital Corp           36,465     11,327     18,545      6,681    12,951     24,051      668,886
    Commercial Mortgage    30,305       (185)       381      4,009     9,402     17,460      857,958
    Information Leasing    12,194      3,336     25,585     18,620     5,538     10,285      207,750
    Commercial Group        7,240      1,965     28,613     18,295     5,458     10,135      474,842
  Retail:
    Consumer Financial
      Services             25,390        762     49,199     45,797     9,811     18,219      551,571
    Consumer Lending       41,349     16,811     29,473     38,794     5,326      9,891    1,198,956
    Consumer Banking       57,825        681     45,087     96,783     1,907      3,541      312,325
  Other                     1,174     (8,317)    19,853     20,744     2,505      6,095    1,989,034
  Special Charges and
    Exit Costs                  -          -          -     22,005    (7,702)   (14,303)           -
                         ---------------------------------------------------------------------------
                         $286,693    $31,200   $222,987   $302,406   $61,122   $114,952   $7,929,621
                         ===========================================================================
1997:
  Commercial:
    Commercial Banking    $76,511    $13,215     $7,608    $26,551   $15,524    $28,829   $1,681,261
    Capital Corp           32,993      6,218     10,999      6,078    11,094     20,602      590,470
    Commercial Mortgage    27,962        811        309      4,126     8,166     15,168      773,472
    Information Leasing     9,451      1,590     10,805     12,923     2,010      3,733      166,447
    Commercial Group        7,627        904     19,588     14,720     4,057      7,534      523,273
  Retail:
    Consumer Financial
      Services              9,086        526     45,678     25,866     9,930     18,442      295,706
    Consumer Lending       49,326     16,015      7,774     29,354     4,106      7,625    1,245,391
    Consumer Banking       56,236         83     39,140     86,522     3,070      5,701      244,081
  Other                    (6,592)     5,388     30,757     19,838      (864)      (197)   1,375,913
                         ---------------------------------------------------------------------------
                         $262,600    $44,750   $172,658   $225,978   $57,093   $107,437   $6,896,014
                         ===========================================================================
</TABLE>
Q.   OFF-BALANCE SHEET FINANCIAL AGREEMENTS  Provident uses  financial
instruments  with off-balance sheet risk to manage its  interest  rate
risk and to meet the financing needs of its customers. These financial
instruments  include derivatives such as interest rate swaps,  forward
contracts and caps along with commitments to extend credit and standby
letters  of credit. These instruments may involve credit and  interest
rate  risk  in  excess  of the amount recognized in  the  consolidated
balance sheet.

                                64
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Interest  Rate  Swaps:  Interest  rate  swap  agreements  involve  the
exchange of interest payment obligations without the exchange  of  the
underlying  principal amounts. Such interest rate  swap  transactions,
which  are  a part of Provident's asset/liability management  program,
are structured to modify interest rate risk of specified assets and/or
liabilities  resulting from interest rate fluctuations. Interest  rate
swap agreements have a credit risk component based on the ability of a
counterparty to meet the obligations to Provident under the  terms  of
the  interest rate swap agreement. Notional principal amounts  express
the volume of the transactions, but Provident's potential exposure  to
credit  risk  is  limited  only  to the  flow  of  interest  payments.
Provident  manages  its  credit  risk in  these  transactions  through
counterparty  credit  policies. At December 31,  1998,  Provident  had
bilateral  collateral  agreements in place  with  its  counterparties,
against  which  Provident  has pledged investment  securities  with  a
carrying value of $504,000 as collateral.

Summary  information with respect to the interest rate swap  portfolio
used to manage Provident's interest rate sensitivity follows:
<TABLE>
<CAPTION>
                                                 December 31, 1998                                          
                           ------------------------------------------------------------ 
                                                                    Weighted Average    December 31,        
                                                                -----------------------     1997
                           Notional   Unrealized   Unrealized   Receive   Pay    Life     Notional
                            Amount   Gross Gains  Gross Losses   Rate    Rate   (Years)    Amount
                           -------------------------------------------------------------------------
                                                    (Dollars in Millions)
<S>                          <C>           <C>           <C>      <C>     <C>     <C>        <C> 
Pay Variable/Receive Fixed   $1,747        $22.6         $(5.1)   6.51%   5.56%   8.85       $1,499
Pay Fixed/Receive Variable       49            -          (1.4)   6.15    6.62    6.80           46
                             ---------------------------------                               ------
                             $1,796        $22.6         $(6.5)                              $1,545
                             =================================                               ======
</TABLE>
The  expected  notional maturities of Provident's interest  rate  swap
portfolio at December 31, 1998 are as follows:
<TABLE>
<CAPTION>
                                         After 1    After 3    After 5
                               1 Year   Through 3  Through 5  Through 10  After 10
                              or Less     Years      Years      Years      Years
                              ----------------------------------------------------
                                                   (In Millions)
<S>                              <C>        <C>        <C>        <C>        <C>
Pay Variable/Receive Fixed       $213       $351       $130       $343       $710
Pay Fixed/Receive Variable          1          7         15         20          6
</TABLE>
Credit  Commitments and Standby Letters of Credit: Since many  of  the
commitments  to  extend credit are expected to  expire  without  being
drawn  upon, the total commitment amounts do not necessarily represent
future   cash   requirements.  Provident  evaluates  each   customer's
creditworthiness  on  a case-by-case basis. The amount  of  collateral
obtained if deemed necessary by Provident 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.

                                65
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

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

                                                       1998      1997
                                                      ----------------
                                                        (In Millions)
Commitments to Extend Credit                          $2,015    $2,036
Standby Letters of Credit                                128       123

R.   TRANSACTIONS  WITH  AFFILIATES  At December  31,  1998,  Carl  H.
Lindner, members of his immediate family and trusts for their benefit,
owned  44%  of  American Financial Group's Common Stock.  This  group,
along  with Carl H. Lindner's siblings and their families and entities
controlled  by them, or established for their benefit,  owned  54%  of
Provident's Common Stock. Provident leases its home office  space  and
other  office  space from a trust, for the benefit of a subsidiary  of
American  Financial Group. Provident also leased  one  of  its  branch
locations and 125 ATM locations from principal shareholders and  their
affiliates. Rentals charged by American Financial Group and affiliates
for  the years ended December 31, 1998, 1997 and 1996 amounted to $2.3
million, $2.0 million $2.1 million, respectively. Rentals of $302,000,
$217,000 and $201,000 were charged by principal shareholders and their
affiliates  during 1998, 1997 and 1996, respectively, for  branch  and
ATM locations.

During  1998, a partner of Keating, Muething & Klekamp ("KMK")  became
the  trustee of a trust for the benefit of the family of Mr.  Lindner.
This  trust held approximately 7% of Provident's Common Stock.  During
1998,  $3.2 million was paid by and on behalf of Provident  for  legal
services to KMK.

Provident   has  had  certain  transactions  with  various   executive
officers,  directors  and principal holders of  equity  securities  of
Provident and its subsidiaries and entities in which these individuals
are  principal owners. Various loans and leases have been made as well
as  the  sale of commercial paper and repurchase agreements  to  these
persons.  Such  loans to these persons aggregated approximately  $45.9
million   and   $32.3  million  at  December  31,  1998,   and   1997,
respectively.  None  of these loans were held by the  parent  company.
During  1998,  new loans aggregating $24.8 million were made  to  such
parties  and loans aggregating $11.2 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,  1998,
and 1997, these persons held Provident's commercial paper amounting to
$19.4   million   and   $13.7  million,  respectively.   Additionally,
repurchase agreements in the amount of $37.8 million and $10.8 million
had  been  sold  to  these persons at December  31,  1998,  and  1997,
respectively. All of these transactions were at market interest rates.

                                66
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

S.   FAIR VALUE OF FINANCIAL INSTRUMENTS Carrying values and estimated
fair  values for certain financial instruments as of December  31  are
shown in the following table. In cases where quoted market prices  are
not  available, fair values are based on estimates using present value
or  other  valuation  techniques. Those techniques  are  significantly
affected  by  the  assumptions used, including the discount  rate  and
estimates of future cash flows. Because no secondary market exists for
many  of  Provident's assets and liabilities, the derived fair  values
are  calculated estimates, and the fair values provided herein do  not
necessarily represent the actual values which may be realized  in  the
disposition  of  these instruments. The aggregate fair  value  amounts
presented do not represent the underlying value of Provident. What  is
presented  below  is a point-in-time valuation that  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.

                                           1998                1997
                                         Carrying    Fair    Carrying    Fair
                                          Value     Value     Value     Value
                                        ---------------------------------------
                                                     (In Thousands)
Financial Assets:
  Cash and Cash Equivalents              $327,441  $327,441  $276,241  $276,241
  Trading Account Securities               50,333    50,333         -         -
  Investment Securities                 1,514,153 1,514,153 1,381,707 1,381,707
  Loans (Excluding Lease Financing)     4,956,429 5,021,042 4,268,734 4,313,519
  Less: Reserve for Loan Losses           (65,854)        -   (60,539)        -
                                        ---------------------------------------
    Net Loans                           4,890,575 5,021,042 4,208,195 4,313,519

Financial Liabilities:
  Deposits                              5,327,321 5,444,426 4,696,298 4,731,184
  Short-Term Debt                         807,503   807,503   806,125   806,125
  Long-Term Debt (Excluding Lease
    Financing Debt) and Junior
    Subordinated Debentures               826,588   819,325   604,769   607,143

Off-Balance Sheet Financial Instruments:
  Interest Rate Swaps:
    Asset Based:
      Loans                                     -    (1,371)        -      (260)
    Liability Based:
      Deposits                                  -     1,123         -     3,421
      Long-Term Debt                            -    16,374         -    (1,405)

The  following  methods  and assumptions were  used  by  Provident  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.

                                67
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
   Trading  account  securities and investment  securities:  Fair
   values   for   trading  account  securities   and   investment
   securities   are   based  on  quoted  market   prices,   where
   available.  If  quoted market prices are not  available,  fair
   values  are  based  on  quoted  market  prices  of  comparable
   instruments.  Retained  interest  in  securitized  assets   is
   valued  using  discounted  cash flow  techniques.  Significant
   assumptions used in the valuation are shown in Note C.
   
   Loans:   For  variable-rate loans that reprice frequently  and
   with  no  significant change in credit risk, fair  values  are
   based   on  carrying  values.  The  fair  values  for  certain
   residential mortgage loans and other consumer loans are  based
   on  quoted  market prices of similar loans sold in conjunction
   with securitization transactions, adjusted for differences  in
   loan  characteristics. The fair values  for  other  loans  are
   estimated  using  discounted cash flow analyses  and  interest
   rates currently being offered for loans with similar terms  to
   borrowers of similar credit quality.
   
   Deposits:   The fair values disclosed for demand deposits  are
   equal  to  their  carrying amounts. The carrying  amounts  for
   variable-rate,   fixed-term   money   market   accounts    and
   certificates of deposit approximate their fair values  at  the
   reporting  date.  Fair values for fixed-rate  certificates  of
   deposit   are   estimated  using  a   discounted   cash   flow
   calculation  that  applies  interest  rates  currently   being
   offered  on certificates to a schedule of aggregated  expected
   monthly maturities on time deposits.
   
   Short-term  debt:   The  carrying  amounts  of  federal  funds
   purchased, borrowings under repurchase agreements,  and  other
   short-term borrowings approximate their fair values.
   
   Long-term  debt and junior subordinated debentures:  The  fair
   values of  long-term borrowings that are traded in the markets
   are  equal  to their quoted market prices. The fair values  of
   other   long-term   borrowings  (other  than   deposits)   are
   estimated   using  discounted cash  flow  analyses,  based  on
   Provident's  current incremental  borrowing rates for  similar
   types of borrowing arrangements.
   
   Off-balance  sheet  financial  instruments:   Fair  value  for
   interest rate swaps is based upon current market quotes.

                                68
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

T.  ADDITIONAL INFORMATION

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

RESTRICTIONS ON CASH AND NONINTEREST BEARING DEPOSITS  Federal Reserve
Board  regulations require that The Provident Bank and Provident  Bank
of  Florida  maintain  certain minimum reserve balances.  The  average
amount of those reserve balances for the year ended December 31, 1998,
was approximately $50.1 million.

INVESTMENT  IN  PARTNERSHIPS  Provident's share  of  partnerships  was
carried  at approximately $28.5 million and $22.0 million at  December
31,  1998, and 1997, respectively, which includes equity in net income
of  $1,714,000,  $2,935,000 and $536,000 in the years 1998,  1997  and
1996, respectively.

OTHER  REAL ESTATE OWNED  At December 31, 1998, and 1997, the carrying
value  of  other real estate and equipment owned was $2.7 million  and
$12.4 million, respectively.

RESTRICTED  ASSETS  During 1997 and 1998, Provident  formed  Provident
Auto  Leasing Company, Provident Auto Rental Corp. and Provident Lease
Receivables  Corporation.  Auto  Leasing  was  created  to  avoid  the
administrative difficulty and expense associated with retitling leased
vehicles  in  connection with the financing or transfer of  beneficial
ownership of automobile and light duty trucks subject to leases.  Auto
Rental's  purpose is limited to the securitization and sale of  leased
vehicles   to  investors  under  sale-leaseback  transactions.   Lease
Receivables' function is limited to the sale of equipment leases while
retaining  the servicing rights. Auto Leasing, Auto Rental  and  Lease
Receivables  are legal entities  and each maintains books and  records
with  respect  to  its  assets and liabilities. The  assets  of  these
subsidiaries,  totaling $542.5 million, are not  available  to  secure
financing or otherwise satisfy claims of creditors of Provident or any
of its other subsidiaries.

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 1999 by Provident Bank and  Provident
Florida  to  its  parent  without  approval  is  approximately  $175.9
million,  plus 1999 net income. 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  $88.5  million  to any  single  affiliate,  and  $176.9
million  to all affiliates combined of which $18.8 million was  loaned
at December 31, 1998.

                                69
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

PARENT  COMPANY  FINANCIAL INFORMATION  Parent Company only  condensed
financial  information  for  Provident Financial  Group,  Inc.  is  as
follows:
<TABLE>
BALANCE SHEETS (PARENT ONLY)
(In Thousands)
<CAPTION>
                                                                 December 31,
                                                           -----------------------
                                                               1998        1997
                                                           -----------------------
<S>                                                        <C>          <C>
                           ASSETS
Cash and Cash Equivalents                                     $193,470    $115,785
Investment Securities Available for Sale                       148,545     169,839
Loans (net of reserve for loan losses of $1,295 and $1,295)       (234)      6,911
Investment in Subsidiaries:
  Banking                                                      667,459     599,171
  Non-Banking                                                    3,710       5,175
Premises and Equipment                                           1,468       1,504
Accounts Receivable from Banking Subsidiaries                   45,616      13,776
Other Assets                                                    31,327      30,007
                                                            ----------------------
                                                            $1,091,361    $942,168
                                                            ======================
            LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts Payable and Accrued Expenses                        $37,627      $9,986
  Commercial Paper                                             245,291     202,018
  Long-Term Debt                                                 2,617       1,913
  Junior Subordinated Debentures                               101,972     101,910
                                                            ----------------------
      Total Liabilities                                        387,507     315,827
Shareholders' Equity                                           703,854     626,341
                                                            ----------------------
                                                            $1,091,361    $942,168
                                                            ======================
</TABLE>
<TABLE>
STATEMENTS OF INCOME (PARENT ONLY)
(In Thousands)
<CAPTION>
                                                           Year Ended December 31,
                                                      --------------------------------
                                                        1998        1997        1996
                                                      --------------------------------
<S>                                                   <C>         <C>         <C>
Income:
  Dividends from Banking Subsidiaries                  $51,000          $-     $25,000
  Interest Income from Banking Subsidiaries              4,899       5,605       6,538
  Other Interest Income                                 10,097       7,364       1,625
  Noninterest Income                                     1,748       4,157         763
                                                      --------------------------------
                                                        67,744      17,126      33,926
Expenses:
  Interest Expense                                      22,088      18,219       8,833
  Noninterest Expense                                    4,684       4,542       3,124
                                                      --------------------------------
                                                        26,772      22,761      11,957
                                                      --------------------------------
Income Before Taxes and Equity in Undistributed
  Net Income of Subsidiaries                            40,972      (5,635)     21,969
Applicable Income Tax Credits                            4,157       2,494       1,675
                                                      --------------------------------
Income Before Equity in Undistributed Net Income
  of Subsidiaries                                       45,129      (3,141)     23,644
Equity in Undistributed Net Income of Subsidiaries      69,823     110,578      54,501
                                                      --------------------------------
Net Income                                            $114,952    $107,437     $78,145
                                                      ================================
</TABLE>
                                70
<PAGE>
<TABLE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

STATEMENTS OF CASH FLOWS (PARENT ONLY)
(In Thousands)
<CAPTION>
                                                        Year Ended December 31,
                                                     ------------------------------
                                                      1998        1997       1996
                                                     ------------------------------
<S>                                                  <C>        <C>        <C>
Operating Activities:
  Net Income                                         $114,952   $107,437    $78,145
  Adjustment to Reconcile Net Income to
   Net Cash Provided by Operating Activities:
    Net Income from Subsidiaries                     (120,823)  (110,578)   (79,501)
    Cash Dividends Received From Subsidiaries          51,000          -     25,000
    Amortization of Goodwill and Other                    690        396         39
    Depreciation of Premises and Equipment                 36         54        446
    Realized Investment Security (Gains) Losses            29     (1,068)         -
    Proceeds From Sale of Loans Held for Sale           1,831     41,123     32,581
    Origination of Loans Held for Sale                      -    (41,943)   (32,491)
    Realized (Gains) Losses on Loans Held for Sale          2        (58)       (90)
    (Increase) Decrease in Interest Receivable            (48)      (396)        64
    Increase in Other Assets                          (33,485)   (23,327)    (8,713)
    Increase (Decrease) in Interest Payable               (27)        (1)       675
    Deferred Income Taxes                                (845)     2,457     (2,811)
    Increase (Decrease) in Other Liabilities           27,668      5,310     (4,229)
                                                     ------------------------------
      Net Cash Provided by (Used In) Operating
        Activities                                     40,980    (20,594)     9,115
                                                     ------------------------------
Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                10,202     11,571          -
    Proceeds from Maturities and Prepayments           43,252     20,329      1,700
    Purchases                                         (34,603)  (187,386)    (1,892)
  Net Decrease in Loans                                 5,312      4,739      8,870
  Net Decrease in Premises and Equipment                    -          9         29
                                                     ------------------------------
      Net Cash Provided by (Used In) Investing
        Activities                                     24,163   (150,738)     8,707
                                                     ------------------------------
Financing Activities:
  Net Increase (Decrease) in Short-Term Debt           43,273     62,353     (5,656)
  Principal Payments on Long-Term Debt                   (788)      (545)      (836)
  Proceeds from Issuance of Long-Term Debt and
    Junior Subordinated Debentures                      1,492          -    102,320
  Cash Dividends Paid                                 (35,308)   (30,247)   (21,970)
  Purchase of Treasury Stock                          (21,425)         -          -
  Proceeds from Exercise of Stock Options              25,298     16,068      1,878
  Contribution to Subsidiaries                              -          -     (3,093)
  Net Increase (Decrease) in Other Equity Items             -         19        (27)
                                                     ------------------------------
    Net Cash Provided by Financing Activities          12,542     47,648     72,616
                                                     ------------------------------
    Increase (Decrease) in Cash and
      Cash Equivalents                                 77,685   (123,684)    90,438
Cash and Cash Equivalents at Beginning of Year        115,785    239,469    149,031
                                                     ------------------------------
    Cash and Cash Equivalents at End of Year         $193,470   $115,785   $239,469
                                                     ==============================
</TABLE>

                                71
<PAGE>
PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

                          SUPPLEMENTARY DATA

Quarterly Consolidated Results of Operations - (Unaudited)

The following are quarterly consolidated results of operations for the
two years ended December 31, 1998.
<TABLE>
<CAPTION>
                                                        1998                                        1997
                                      -------------------------------------------------------------------------------------
                                       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                 $165,523   $165,752   $155,299   $147,186   $145,578   $146,712   $142,236   $137,286
Total Interest Expense                  88,810     91,275     86,472     80,510     77,739     81,031     76,689     73,753
                                      -------------------------------------------------------------------------------------
  Net Interest Income                   76,713     74,477     68,827     66,676     67,839     65,681     65,547     63,533
Provision for Loan and Lease Losses    (11,700)    (9,500)    (5,000)    (5,000)    (9,250)    (9,500)   (15,000)   (11,000)
                                      -------------------------------------------------------------------------------------
  Net Interest Income After Provision
   for Loan and Lease Losses            65,013     64,977     63,827     61,676     58,589     56,181     50,547     52,533

Service Charges on Deposit Accounts      7,163      6,878      6,789      6,412      6,514      6,331      6,329      5,578
Other Service Charges and Fees          13,531      9,346     13,843     14,958     11,171      6,281     10,373      9,233
Operating Lease Income                   9,535      9,487      9,405      9,054      7,592      6,616      6,405      5,594
Gain on Sale of Loans and Leases        19,865     25,807     21,023     13,526     10,540     22,035     15,500     12,808
Security Gains                           3,163      4,061      2,024      3,692      5,264      1,196      1,030      2,223
Other                                    6,466      1,149      3,747      2,063      5,022      2,158      3,857      3,008
                                      -------------------------------------------------------------------------------------
  Total Noninterest Income              59,723     56,728     56,831     49,705     46,103     44,617     43,494     38,444

Compensation                            32,240     31,493     31,569     29,337     27,660     25,696     24,371     23,727
Depreciation on Operating Lease
 Equipment                               5,635      5,503      5,242      5,282      4,905      4,601      4,409      3,752
Occupancy                                4,412      4,628      4,104      3,807      3,882      3,516      2,700      2,646
Professional Services                    5,004      4,958      4,341      3,973      4,523      3,660      3,681      3,048
Equipment Expense                        6,002      5,755      4,783      4,231      4,334      3,989      3,618      3,267
Charges and Fees                         4,308      4,008      3,607      2,394      2,194      4,023      3,002      3,433
Marketing                                2,178      2,122      3,017      2,307      2,313      1,694      1,841      2,042
Special Charges and Exit Costs          22,005          -          -          -          -          -          -          -
Other                                   14,132     12,488     14,241     13,300     12,486     11,619     10,239      9,107
                                      -------------------------------------------------------------------------------------
  Total Noninterest Expense             95,916     70,955     70,904     64,631     62,297     58,798     53,861     51,022
                                      -------------------------------------------------------------------------------------
  Income Before Income Taxes            28,820     50,750     49,754     46,750     42,395     42,000     40,180     39,955
Applicable Income Taxes                  9,938     17,730     17,364     16,090     14,247     14,708     14,125     14,013
                                      -------------------------------------------------------------------------------------
    Net Income                         $18,882    $33,020    $32,390    $30,660    $28,148    $27,292    $26,055    $25,942
                                      =====================================================================================
Net Earnings Per Common Share:
  Basic                                   $.44       $.76       $.75       $.71       $.67       $.66       $.63       $.63
  Diluted                                  .42        .73        .72        .68        .63        .62        .60        .60
  Cash Dividends                           .20        .20        .20        .20        .20        .20        .16        .16

Fully Tax Equivalent Margin:
  Net Interest Income                  $76,713    $74,477    $68,827    $66,676    $67,839    $65,681    $65,547    $63,533
  Tax Equivalent Adjustment                 45         58         59         99        107         89         86         78
                                      ------------------------------------------------------------------------------------- 
   Tax Equivalent Net Interest Income  $76,758    $74,535    $68,886    $66,775    $67,946    $65,770    $65,633    $63,611
                                      ===================================================================================== 
</TABLE>
Financial results for the first nine months of 1998 have been restated
as a result of retroactively changing its method of measuring the fair
value  of  retained interests in securitized assets  to  the  cash-out
method. Quarterly diluted earnings per share numbers do not add to the
year-to-date amount for 1998 due to rounding.

                                72
<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  Provident's
definitive proxy statement to be filed with the Commission pursuant to
Regulation  14A within 120 days after the close of Provident's  fiscal
year ending December 31, 1998:

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 39 for a list  of  all
        financial statements filed as a part of this report.

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

     3.  Exhibits:

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

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

                                73
<PAGE>
     Number Exhibit Description          Filing Status
     ------ --------------------------   -----------------------------
     4.1    Instruments defining the     Provident has no
            rights of security holders   outstanding issue of
                                         indebtedness exceeding 10%
                                         of the assets of Provident
                                         Financial and Consolidated
                                         Subsidiaries. A copy of the
                                         instruments defining the
                                         rights of security holders
                                         will be furnished to the
                                         Commission upon request.

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


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

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

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

                        Management Compensatory Agreements

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

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

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

                                74
<PAGE>
     Number Exhibit Description          Filing Status
     ------ --------------------------   -----------------------------
     10.7   Provident 1992               Incorporated by reference to
            Advisory Directors' Stock    Form 8-K filed October 22,
            Option Plan (As amended)     1992, and Form S-8 (File No.
                                         33-62707).

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

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

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

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

     23     Consent of Independent       Filed herewith.
            Auditors

     27     Financial Data Schedule      Filed herewith.


(b)  Reports on Form 8-K:


     Date of Report:  January 28, 1999
     
     Item  5.   Other Events: For the nine months ended September  30,
     1998  and  the years ended December 31, 1997 and 1996,  Provident
     Financial  Group,  Inc.  changed  the  methodology  used  in  the
     calculation  of gains on its securitizations of loans.   In  1997
     and 1996, Provident used the "cash-in" method to calculate gains.
     During  the  fourth  quarter of 1998,  the  Financial  Accounting
     Standards  Board and Securities and Exchange Commission indicated
     that  the  "cash-out"  method is the only  acceptable  method  to
     calculate gains. Accordingly, the change in methodology increased
     previously  reported nine months 1998 net income by $1.2  million
     or  3 cents per share and reduced 1997 net income by $7.9 million
     or  18 cents per share to  $107.4 million or $2.45 per share  and
     reduced 1996 net income by  $3.1 million or 7 cents per share  to
     $78.1 million or $1.87 per share. Provident will amend its Annual
     Report  on  Form 10-K for the year ended December  31,  1997,  in
     connection with the restatement.
     
                                75
<PAGE>
                              SIGNATURES
                                   
      Pursuant  to  the requirements of Section 13 of  the  Securities
Exchange Act of 1934, Provident Financial Group, Inc. has duly  caused
this  report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                       Provident Financial Group, Inc.


                                             /s/Robert L. Hoverson
                                            --------------------------
                                                Robert L. Hoverson
                                                    President
                                                 March 18, 1999

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

       Signature                Capacity                   Date
----------------------- ---------------------------- --------------

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

/s/Jack M. Cook         Director                     March 18, 1999
-----------------------
   Jack M. Cook

/s/Thomas D. Grote, Jr. Director                     March 18, 1999
-----------------------
   Thomas D. Grote, Jr.

/s/Philip R. Myers      Director                     March 18, 1999
-----------------------
   Philip R. Myers

/s/Joseph A. Pedoto     Director                     March 18, 1999
-----------------------
   Joseph A. Pedoto

/s/Sidney A. Peerless   Director                     March 18, 1999
-----------------------
   Sidney A. Peerless

/s/Joseph A. Steger     Director                     March 18, 1999
-----------------------
   Joseph A. Steger

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

                                76