UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998            
                             
                                    OR 

(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                 to                       


                         Commission File Number 0-7601


                             STAR BANC CORPORATION                
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Ohio                                       31-0838189 
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)
         

   425 Walnut Street, Cincinnati, OH                      45202         
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)  


Registrant's telephone number, including area code   (513)  632-4000  
                                                     ---------------

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X     No      

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

107,064,254 common shares, par value $5, outstanding at November 1, 1998   
------------------------------------------------------------------------

                                     -1-
<PAGE>
STAR BANC CORPORATION AND SUBSIDIARIES
FORM 10-Q
September 30, 1998

                                                                          Page
Table of Contents                                                       Number
------------------------------------------------------------------------------

Part I. Financial Information:
          Financial Highlights.........................................      3
          Report of Independent Public Accountants.....................      4
          Item 1. Financial Statements:
               Condensed Consolidated Financial Statements............. 5 -  8
               Notes to Condensed Consolidated Financial Statements.... 9 - 17
          Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations.....................18 - 30

Part II. Other Information:
          Item 1. Legal Proceedings....................................   none
          Item 2. Changes in Securities................................   none
          Item 3. Defaults Upon Senior Securities......................   none
          Item 4. Submission of Matters to a Vote of Security Holders..   none
          Item 5. Other Information....................................   none
          Item 6. Exhibits and Reports on Form 8-K.....................     31

Signatures.............................................................     31


                                     -2-
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
STAR BANC CORPORATION AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)

<CAPTION>
                                                       Third Quarter                  Year through September 30,
                                         -------------------------------------    -------------------------------------
                                                                      Percent                                  Percent
                                              1998          1997       Change          1998          1997       Change
                                         ------------  ------------  ---------    ------------  ------------  ---------
<S>                                      <C>           <C>              <C>       <C>           <C>              <C>
 
Net income...............................$     48,131  $     56,288    (14.5)%    $    186,072  $    160,584     15.9 %

Per share:
  Basic earnings per common share........$       0.45  $       0.58    (22.4)%    $       1.76  $       1.66      6.0 %
  Diluted earnings per common share......        0.44          0.57    (22.8)             1.71          1.61      6.2
  Common dividends declared..............        0.23          0.20     15.0              0.69          0.60     15.0
  Book value per common share............       15.73         10.76     46.2             15.73         10.76     46.2
  Market value per common share..........       66.13         45.94     43.9             66.13         45.94     43.9

Average balances:
  Total assets...........................$ 17,118,615  $ 12,458,204     37.4 %    $ 16,091,445  $ 12,213,498     31.8 %
  Earning assets.........................  15,110,094    11,314,574     33.5        14,317,729    11,134,958     28.6
  Loans, net of unearned interest........  11,610,024     9,531,320     21.8        11,340,444     9,320,082     21.7
  Deposits...............................  12,955,089     9,439,602     37.2        11,976,004     9,386,671     27.6
  Total shareholders' equity.............   1,650,753     1,007,597     63.8         1,534,103       988,202     55.2

Ratios:
  Return on average assets...............        1.12 %        1.79 %                     1.55 %        1.76 %
  Return on average equity...............       11.57         22.16                      16.22         21.73
  Average total shareholders' equity            
    to average total assets..............        9.64          8.09                       9.53          8.09

  Risk-based capital ratios:
    Tier 1...............................        8.11          8.70                       8.11          8.70
    Total................................       11.36         12.54                      11.36         12.54 
  Leverage - average assets (a)..........        6.75          7.73                       6.75          7.73

  Net interest margin....................        4.43          4.86                       4.53          4.86
  Noninterest expense to net revenue.....       62.23         49.14                      53.94         49.61
  Noninterest income as a percent          
    of net revenue.......................       34.50         31.38                      33.20         30.18
  Net income to net revenue..............       18.82         28.05                      25.54         27.61


(a) - defined by regulatory authorities as tier 1 equity to the current 
       quarter's adjusted average assets.
</TABLE>


                                     -3-
<PAGE>
                              ARTHUR ANDERSEN LLP


                   Report of Independent Public Accountants


To the Shareholders and Board of Directors
  of Star Banc Corporation:

     We have reviewed the accompanying condensed consolidated balance sheet of
STAR BANC CORPORATION (an Ohio corporation) as of September 30, 1998, and the
related condensed consolidated statements of income for the three-month and
nine-month periods ended September 30, 1998 and 1997, and the condensed 
consolidated statements of changes in shareholders' equity and cash flows for
the nine-month periods ended September 30, 1998 and 1997.  These financial
statements are the responsibility of the Corporation's management.

     We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures 
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit 
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.

     We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Star Banc Corporation
as of December 31, 1997 (not presented herein), and, in our report dated
January 12, 1998, we expressed an unqualified opinion on that statement.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1997, is fairly stated, in
all material respects, in relation to the consolidated balance sheet from
which it has been derived.

                                      /s/ Arthur Andersen LLP

Cincinnati, Ohio
   October 9, 1998


                                     -4-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

<CAPTION>
                                                     (Unaudited)
                                                   September 30,      December 31,
                                                        1998             1997
                                                    -----------      -------------
<S>                                                 <C>              <C>
ASSETS:
Cash and due from banks.............................$   681,774      $   648,253
Money market investments............................     16,092          238,540
Investment securities:
  Available-for-sale................................  2,596,298        1,285,717
  Held-to-maturity (market value of $142,184 at 
    September 30, 1998 and $154,996 at December 31,    
    1997............................................    139,928          154,549
                                                    -----------      -----------
  Total securities..................................  2,736,226        1,440,266
Loans:
  Commercial loans..................................  3,661,128        3,199,355
  Real estate loans.................................  4,319,586        3,501,820
  Retail loans......................................  3,996,496        3,379,097
                                                    -----------      -----------
    Total loans..................................... 11,977,210       10,080,272
    Less: Unearned interest.........................    268,431          199,025
                                                    -----------      -----------
                                                     11,708,779        9,881,247
          Allowance for loan losses.................    178,575          154,072
                                                    -----------      -----------
    Net loans....................................... 11,530,204        9,727,175
Loans held for sale.................................    745,687          219,324
Premises and equipment..............................    231,467          176,202
Acceptances - customers' liability..................     22,398           16,764
Other assets........................................  1,327,220          599,878
                                                    -----------      -----------
    Total assets....................................$17,291,068      $13,066,402
                                                    ===========      ===========

LIABILITIES:
Deposits:
  Noninterest-bearing deposits......................$ 2,318,305      $ 1,953,682
  Interest-bearing deposits......................... 10,633,730        7,817,731
                                                    -----------      -----------
      Total deposits................................ 12,952,035        9,771,413
Short-term borrowings...............................  1,666,592        1,292,918
Long-term debt......................................    484,607          539,035
Guaranteed preferred beneficial interests in
  Corporation's Junior subordinated debentures......    148,617          148,581
Acceptances outstanding.............................     22,398           16,764
Other liabilities...................................    337,577          240,901
                                                    -----------      -----------
    Total liabilities............................... 15,611,826       12,009,612
                                                    -----------      -----------

SHAREHOLDERS' EQUITY:
Preferred stock:
  Shares authorized - 1,000,000
  Shares outstanding - none
 Common stock:
  Shares authorized - 400,000,000 at September 30,
    1998 and 200,000,000 at December 31, 1997
  Shares issued - 107,367,845 at September 30, 1998
    And 100,809,333 at December 31, 1997............    536,540          504,047
Surplus.............................................    389,921          100,169
Retained earnings...................................    735,404          611,244
Treasury stock, at cost - 614,088 shares at 
  September 30, 1998 and 5,192,374 shares at
  December 31, 1997.................................     (9,497)        (167,048)
Employee Stock Ownership Plan shares purchased
  With debt.........................................         --           (1,846)
Net unrealized gain/(loss) on available-for-sale
   securities.......................................     26,874           10,224
                                                    -----------      -----------
    Total shareholders' equity......................  1,679,242        1,056,790
                                                    -----------      -----------

    Total liabilities and shareholders' equity......$17,291,068      $13,066,402
                                                    ===========      ===========

The accompanying notes are an integral part of these statements.
</TABLE>


                                     -5-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED SEPTEMBER 30
(Unaudited)
(Dollars in thousands, except per share data)

<CAPTION>
                                          Third Quarter          Nine Months
                                        ------------------    ------------------
                                            1998      1997        1998      1997
                                        --------  --------    --------  --------
<S>                                     <C>       <C>         <C>       <C>
INTEREST INCOME:
Interest and fees on loans..............$255,584  $215,672    $752,070  $625,072
Interest and fees on loans held for sale  10,904     2,575      25,848     6,083
Interest on investment securities:
  Taxable...............................  46,016    24,300     118,209    76,961
  Non-taxable...........................   1,754     1,495       4,879     4,374
Interest on money market investments....     561     1,325       2,261     2,632
                                        --------  --------    --------  --------
  Total interest income................. 314,819   245,367     903,267   715,122
                                        --------  --------    --------  --------

INTEREST EXPENSE:
Interest on deposits.................... 117,940    84,128     325,784   247,387
Interest on short-term borrowings.......  19,087    14,774      59,606    41,465
Interest on long-term debt..............  11,413     9,938      34,835    23,742
                                        --------  --------    --------  --------
  Total interest expense................ 148,440   108,840     420,225   312,594
                                        --------  --------    --------  --------

    Net interest income................. 166,379   136,527     483,042   402,528

Provision for loan losses...............  22,101    16,900      48,946    49,114
                                        --------  --------    --------  --------

    Net interest income after
      provision for loan losses......... 144,278   119,627     434,096   353,414
                                        --------  --------    --------  --------

NONINTEREST INCOME:
Trust income............................  18,771    15,318      53,892    43,519
Retail deposit income...................  16,182    13,708      45,349    38,552
Mortgage banking income.................  18,338     7,141      49,835    19,990
Cash management income..................   6,300     5,123      16,696    14,081
Credit card income......................   6,798     6,656      18,491    17,696
Electronic banking income...............   5,147     4,164      13,790    11,794
Investment securities gains/(losses)-net      --      (971)        305    (4,594)
All other income........................  16,711    11,834      43,521    34,499
                                        --------  --------    --------  --------
  Total noninterest income..............  88,247    62,973     241,879   175,537
                                        --------  --------    --------  --------

NONINTEREST EXPENSE:
Salaries................................  52,490    40,341     146,077   117,156
Pension and other employee benefits.....   7,162     6,445      22,383    19,515
Equipment expense.......................   8,045     6,266      22,753    18,134
Occupancy expense - net.................   8,897     7,036      24,698    20,498
All other expense.......................  52,620    38,530     147,063   113,230
                                        --------  --------    --------  --------
                                         129,214    98,618     362,974   288,533
Merger related charges..................  29,970        --      29,970        --
                                        --------  --------    --------  --------
  Total noninterest expense............. 159,184    98,618     392,944   288,533
                                        --------  --------    --------  --------

INCOME BEFORE TAX.......................  73,341    83,982     283,031   240,418
Income tax..............................  25,210    27,694      96,959    79,834
                                        --------  --------    --------  --------

NET INCOME..............................$ 48,131  $ 56,288    $186,072  $160,584
                                        --------  --------    --------  --------

OTHER COMPREHENSIVE INCOME, NET OF TAX:
  Unrealized gains/(losses) on 
    securities:
      Unrealized holding gains/(losses)
        arising during period...........  10,834     8,125      16,848     1,730 
      Less:  Reclassification adjust-
             ment for (gains)/losses 
             included in net income.....      --       631        (198)    2,986 
                                        --------  --------    --------  --------
Other comprehensive income..............  10,834     8,756      16,650     4,716 
                                        --------  --------    --------  --------

COMPREHENSIVE INCOME....................$ 58,965  $ 65,044    $202,722  $165,300
                                        ========  ========    ========  ========

PER SHARE: 
Basic earnings per common share.........$   0.45  $   0.58    $   1.76  $   1.66
Diluted earnings per common share.......    0.44      0.57        1.71      1.61
Common stock cash dividends declared....    0.23      0.20        0.69      0.60

The accompanying notes are an integral part of these statements.
</TABLE>


                                     -6-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)

<CAPTION>
                                                                                               Employee
                                                                                                Stock
                                                                                               Ownership
                               Series B                                          Unrealized   Plan Shares
                               Preferred  Common            Retained  Treasury   Gain/(Loss)   Purchased    Total 
                                Stock     Stock    Surplus  Earnings   Stock    on Securities  With Debt    Equity
                              -------- --------- --------- --------- ---------- ----------- ------------- ----------
<S>                           <C>      <C>       <C>       <C>       <C>        <C>          <C>
Balance, January 1, 1997..... $     -- $ 503,601 $  90,921 $ 468,627 $ (81,344) $     7,034  $    (2,451) $  986,388

 Net income..................                                160,584                                         160,584
 Cash dividends declared 
  on common stock............                                (57,076)                                        (57,076)
 Issuance of common stock
  and treasury shares........                333     2,506              13,236                                16,075
 Purchase of treasury 
  stock......................                                          (84,828)                              (84,828)
 Shares reserved to meet 
  deferred compensation 
  obligations................                        2,474                (783)                                1,691
 Amortization of stock
  awards.....................                          321                                                       321
 Change in net unrealized 
  gain/(loss) on available-
  for-sale securities........                                                         4,716                    4,716
ESOP debt reduction, net.....                                                                        436         436
                              -------- --------- --------- --------- ---------- ----------- ------------- ----------
Balance, Sept. 30, 1997...... $     -- $ 503,934 $  96,222 $ 572,135 $(153,719) $    11,750  $    (2,015) $1,028,307
                              ======== ========= ========= ========= ========== =========== ============= ==========

Balance, January 1, 1998..... $     -- $ 504,047 $ 100,169 $ 611,244 $(167,048) $    10,224 $     (1,846) $1,056,790

 Net income..................                                186,072                                         186,072
 Cash dividends declared 
  on common stock............                                (74,912)                                        (74,912)
 Issuance of common stock
  and treasury shares........              6,234    27,758               9,592                                43,584
 Retirement of shares........                 (3)      (43)                                                      (46)
 Acquisition of Great
  Financial..................             26,262   259,015    13,000   159,613                               457,890
 Purchase of treasury 
  stock......................                                          (10,393)                              (10,393)
 Shares reserved to meet 
  deferred compensation 
  obligations................                        2,454              (1,261)                                1,193
 Amortization of stock
  awards.....................                          568                                                       568
 Change in net unrealized 
  gain/(loss) on available-
  for-sale securities........                                                        16,650                   16,650
ESOP debt reduction, net.....                                                                      1,846       1,846
                              -------- --------- --------- --------- ---------- ----------- ------------- ----------
Balance, Sept. 30, 1998...... $     -- $ 536,540 $ 389,921 $ 735,404 $  (9,497) $    26,874  $        --  $1,679,242
                              ======== ========= ========= ========= ========== =========== ============= ==========

The accompanying notes are an integral part of these statements.
</TABLE>


                                     -7-
<PAGE>
STAR BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                               Nine Months Ended   
                                                                  September 30
                                                            ----------------------
                                                                 1998         1997
                                                            ---------    ---------
<S>                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                $  186,072   $  160,584 
  Adjustments to reconcile net income to net cash provided                
    by operating activities:
      Depreciation and amortization.........................    25,724       20,678
      Intangible amortization...............................    43,351       19,412
      Provision for loan losses.............................    48,946       49,114
      Provision for deferred taxes..........................    36,650       24,259
      (Gain)/loss on sale of premises and equipment - net...       (20)      (1,422)
      (Gain)/loss on sale of securities - net...............      (305)       4,590
      (Gain)/loss on sale of mortgage loans.................    (8,386)      (8,093)
      Proceeds from sale of mortgage loans ................. 1,778,754      903,855
      Mortgage loans originated for sale on the secondary 
        market..............................................(2,046,120)    (938,948)
      Net change in other assets............................  (126,826)     (90,654)
      Net change in other liabilities.......................    22,825       22,672
                                                            ----------   ----------
        Total adjustments...................................  (225,407)       5,463 
                                                            ----------   ---------- 
       Net cash provided by/(used in) operating activities..   (39,335)     166,047
                                                            ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of held-to-maturity securities...    23,964       40,250
  Proceeds from maturities of available-for-sale securities.   668,664      331,605
  Proceeds from sales of available-for-sale securities......   348,048      215,354 
  Purchase of held-to-maturity securities...................    (9,567)     (31,879)
  Purchase of available-for-sale securities.................(1,061,524)    (262,451)
  Net change in loans.......................................  (786,588)    (886,857)
  Proceeds from sales of loans..............................   151,793       71,521
  Proceeds from sales of premises and equipment.............       168          698 
  Purchase of premises and equipment........................   (37,593)     (20,261)
  Acquisition of Great Financial 
   Corporation (net of cash acquired).......................  (134,858)          --
  Net change due to acquisition (sale) of branch offices....   901,611       69,922
                                                            ----------   ----------
    Net cash provided by/(used in) investing activities.....    64,118     (472,098)
                                                            ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net change in deposits....................................    (4,708)     (93,146)
  Net change in short-term borrowings.......................   195,523      406,008 
  Principal payments on long-term debt......................  (411,313)          (6)
  Proceeds from issuance of long-term debt..................    52,914       71,098
  Proceeds from issuance of capital securities..............        --      148,554
  Proceeds from issuance of common stock....................    30,504       16,075
  Purchase of treasury stock................................   (10,393)     (84,828)
  Shares reserved to meet deferred compensation obligations.     1,193        1,691
  Dividends paid............................................   (67,430)     (53,610)
                                                            ----------   ----------
    Net cash provided by/(used in) financing activities.....  (213,710)     411,836 
                                                            ----------   ----------

  Net change in cash and cash equivalents...................  (188,927)     105,785 
  Cash and cash equivalents at beginning of year............   886,793      634,055
                                                            ----------   ----------
  Cash and cash equivalents at end of year..................$  697,866   $  739,840
                                                            ==========   ==========

                                                             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for the nine months ended September 30                1998         1997
                                                            ----------   ----------
    Interest................................................$  406,658   $  314,260
    Income taxes............................................    39,166       39,464
  Noncash transfer of loans to other real estate owned......     5,600        2,421

The accompanying notes are an integral part of these statements.
</TABLE>

                                     -8-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 

Note 1.  Basis of Presentation 
------------------------------
	These condensed consolidated financial statements have been prepared by 
Star Banc Corporation  ("the Corporation") pursuant to the rules and regulations
of the Securities and Exchange Commission and, therefore, certain information 
and footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been omitted.  It 
is suggested that these financial statements be read in conjunction with the 
financial statements and notes thereto included in the Corporation's annual 
report on Form 10-K for the year ended December 31, 1997, filed with the 
Securities and Exchange Commission. 

	These condensed consolidated financial statements include the accounts of 
the Corporation and all of its subsidiaries and reflect all adjustments which 
are, in the opinion of management, necessary for a fair presentation of the 
results for the periods reported. All such adjustments are of a normal recurring
nature.

DERIVATIVE FINANCIAL INSTRUMENTS
	As noted in the footnotes to its annual report on Form 10-K, the 
Corporation utilizes derivative financial instruments, primarily interest rate 
swaps and foreign exchange forward contracts for hedging purposes to reduce 
exposure to adverse changes in interest rates and foreign currency exchange 
rates.  Substantially all derivatives of the Corporation are accounted for as 
"hedges."  Interest rate swap transactions are analyzed as to the spread, asset 
yield or liability cost being protected.  The specific asset or liability or 
class of assets or liabilities are identified and the correlation between the 
hedged item, the derivative instrument and the associated interest rate risk is 
documented.  The Corporation periodically reviews the correlation between the 
rates on the derivative and the hedged items, in addition to the changes in the 
market value of the derivative and the changes in the fair value of the hedged 
item.  If the underlying designated hedged item were to mature or be sold,  the 
related derivative instrument would be marked-to-market or terminated with any 
gain or loss recognized in the current period.


NOTE 2.  Investment Securities 
------------------------------
	The following table summarizes unrealized gains and losses for held-to-
maturity and available-for-sale securities at September 30, 1998 and       
December 31, 1997.  (Dollars are in thousands)

<TABLE>
<CAPTION>
                                      September 30, 1998                   December 31, 1997
                          ------------------------------------- ------------------------------------- 
                           Amortized     Unrealized        Fair  Amortized     Unrealized        Fair
                                Cost   Gains  Losses      Value       Cost   Gains  Losses      Value
                          ------------------------------------- -------------------------------------
<S>                       <C>        <C>     <C>     <C>        <C>        <C>     <C>     <C>
Held-to-Maturity
----------------
Mortgage-backed
  securities              $   68,136 $    -- $   523 $   67,613 $   89,443 $    -- $   747 $   88,696 
Obligations of state and
  political subdivisions      71,792   3,205     426     74,571     65,106   2,048     854     66,300 
Other debt securities             --      --      --         --         --      --      --         -- 
                          ---------- ------- ------- ---------- ---------- ------- ------- -----------
  Total held-to-
     maturity securities  $  139,928 $ 3,205 $   949 $  142,184 $  154,549 $ 2,048 $ 1,601 $  154,996 
                          ========== ======= ======= ========== ========== ======= ======= ==========
</TABLE>

                                     -9-  
<PAGE>
NOTE 2.  (cont.)
-------
<TABLE>
<CAPTION>
                                      September 30, 1998                   December 31, 1997
                          ------------------------------------- ------------------------------------- 
                           Amortized     Unrealized        Fair  Amortized     Unrealized        Fair
                                Cost   Gains  Losses      Value       Cost   Gains  Losses      Value
                          ------------------------------------- -------------------------------------
<S>                       <C>        <C>     <C>     <C>        <C>        <C>     <C>     <C>
Available-for-Sale
------------------
U.S. Treasuries and                                         
  agencies                $   85,881 $ 1,368 $    21 $   87,228 $  153,567 $   475 $    85 $  153,957 
Mortgage-backed
  securities               2,282,814  36,777     734  2,318,857    952,285  15,756     306    967,735 
Obligations of state
  and political
  subdivisions                48,528   3,958       2     52,484     46,502   1,387       8     47,881
Other debt securities          2,173       3       4      2,172     14,333      79      16     14,396 
Federal Reserve/FHLB
  stock and other
  equity securities          135,557      --      --    135,557    102,737       8     997    101,748 
                          ---------- ------- ------- ---------- ---------- ------- ------- ----------
  Total available-for-
      sale securities     $2,554,953 $42,106 $   761 $2,596,298 $1,269,424 $17,705 $ 1,412 $1,285,717 
                          ========== ======= ======= ========== ========== ======= ======= ==========
</TABLE>

	As of  September 30, 1998, the Corporation reported a net unrealized gain 
of $41.3 million for available-for-sale securities.  For the first nine months 
of 1998, the after-tax net unrealized gain/(loss) reported as a separate 
component of equity increased from a net unrealized gain of $10.2 million to a 
net unrealized gain of $26.9 million, increasing shareholders' equity $16.7 
million.

During the first quarter of 1998 approximately $615 million in mortgage loans 
were converted to mortgage backed securities.

	The following table presents the amortized cost and fair value of held-to-
maturity and available-for-sale debt securities at September 30, 1998. (Dollars
in thousands)  

                                               Amortized             Fair
Held-to-Maturity                                    Cost            Value  
----------------                             -----------      -----------
One year or less                             $    24,470      $    24,846  
After one year through five years                 37,729           38,008  
After five years through ten years                40,915           41,555  
After ten years                                   36,814           37,775
                                             -----------      -----------  
     Total                                   $   139,928      $   142,184
                                             ===========      ===========  

Available-for-Sale
------------------
One year or less                             $   778,471      $   790,701  
After one year through five years              1,105,326        1,123,106
After five years through ten years               444,428          452,544
After ten years                                   91,171           94,390
                                             -----------      -----------
     Total                                   $ 2,419,396      $ 2,460,741
                                             ===========      ===========

Note: Maturity information related to mortgage-backed securities included above
is presented based upon weighted average maturities anticipating future
prepayments. 


                                     -10-
<PAGE>
NOTE 3.  Loans
--------------
	The following table summarizes the composition of the loan portfolio, net 
of unearned interest, as of September 30, 1998 and December 31, 1997.
(Dollars are in thousands) 
                         
                                             September 30,   December 31, 
                                                  1998           1997   
                                              ----------      ----------
Commercial loans: 
  Corporate loans                             $2,773,107      $2,452,283
  Asset-based lending                            404,654         325,140
  Commercial leasing                             378,110         336,354
  Industrial revenue bonds                        34,727          27,481
                                              ----------      ----------
    Total commercial loans                     3,590,598       3,141,258
                                              ----------      ----------
Real estate loans: 
  Residential mortgage                         1,846,149       1,427,912
  Commercial mortgage                          1,825,442       1,575,616
  Construction and land development              647,995         498,292
                                              ----------      ----------
    Total real estate loans                    4,319,586       3,501,818
                                              ----------      ----------
Retail loans: 
  Installment                                  2,177,478       1,861,446
  Credit cards                                   414,089         446,219
  Retail leasing                               1,207,028         930,504
                                              ----------      ----------
    Total retail loans                         3,798,595       3,238,169
                                              ----------      ----------
      Total loans, net of unearned interest  $11,708,779      $9,881,247
                                              ==========      ==========

NOTE 4.  Impaired Loans
-----------------------
	The following table shows the Corporation's recorded investment in 
impaired loans and the related valuation allowance calculated under SFAS 
No. 114 (as amended by SFAS No. 118) at September 30, 1998 and 
December 31, 1997.  (Dollars are in thousands)

                                    September 30, 1998      December 31, 1997
                                  ---------------------  ---------------------
                                    Recorded  Valuation    Recorded  Valuation
                                  Investment  Allowance  Investment  Allowance
                                  ----------  ---------  ----------  ---------
Impaired Loans:
 Valuation allowance required      $   8,706   $  1,915   $  21,132   $  4,638 
 No valuation allowance required      27,087         --      13,159         --
                                   ---------   --------   ---------   -------- 
  Total impaired loans             $  35,793   $  1,915   $  34,291   $  4,638 
                                   =========   ========   =========   ========

	The average recorded  investment in impaired loans for the nine months 
ended September 30, 1998 was $33 million, compared to $36 million for the same 
period in 1997.  As a general policy, the Corporation applies both principal and
interest payments received on impaired loans as a reduction of principal.   
Interest income recognized on impaired loans totaled $129,000 and $512,000 in 
the first nine months of 1998 and 1997, respectively.


                                     -11-
<PAGE>
NOTE 5. Allowance for Loan Losses
---------------------------------
	A summary of the activity in the allowance for loan losses is shown in the 
following table. (Dollars are in thousands)  

                                            Nine Months Ended     Year Ended
                                              September 30,     December 31,
                                           -------------------- ------------
                                               1998      1997           1997  
                                           ---------  ---------    ---------
Balance - beginning of period              $ 154,071  $ 136,754    $ 136,754 
 Loans charged-off                           (58,741)   (46,719)     (62,218)
 Recoveries on loans previously charged-off   14,931     12,543       16,421
                                           ---------  ---------    --------- 
     Net charge-offs                         (43,810)   (34,176)     (45,797)

 Provision charged to earnings                48,946     49,114       63,114
 Allowances of banks purchased                19,368         --           --
                                           ---------  ---------    ---------
Balance - end of period                    $ 178,575  $ 151,692    $ 154,071
                                           =========  =========    =========  

NOTE 6.  Deposits
-----------------
	The following table summarizes the composition of  deposits of the 
Corporation as of September 30, 1998 and December 31, 1997.  (Dollars are in 
thousands)

                                               September 30,   December 31,
                                                    1998           1997    
                                               -----------     ----------
Noninterest-bearing deposits                   $ 2,318,305     $1,953,682
Interest-bearing deposits:
   Savings                                       1,020,933        889,936
   NOW accounts                                    187,381        155,923
   Money market deposit accounts                 3,732,576      2,605,013
   Time deposits $100,000 and over - domestic      912,059        829,023 
   Foreign deposits $100,000 and over               11,920         30,143
   All other deposits                            4,768,861      3,307,693
                                               -----------     ----------
      Total interest-bearing deposits           10,633,730      7,817,731
                                               -----------     ----------
      Total deposits                           $12,952,035     $9,771,413
                                               ===========     ==========

NOTE 7.  Guaranteed Preferred Beneficial Interests In Corporation's Junior
Subordinated Debt
--------------------------------------------------------------------------
	In 1997, the Corporation formed Star Capital I ("the Trust"), a wholly 
owned Delaware business trust which issued $150 million of  Corporation-
obligated mandatorily redeemable Floating Rate Securities ("Capital Securities")
and $4,460,000 aggregate liquidation amount of Corporation-obligated redeemable 
Floating Rate Common Securities (the "Common Securities"; together with the 
Capital Securities, the "Trust Securities").   The Trust used the proceeds from 
the issuance of the Trust Securities to purchase a like amount of Floating Rate 
Junior Subordinated Debentures ("the Debentures") of the parent company.  The 
Debentures are the sole assets of the Trust and all the Common Securities are 
held by the Corporation.  The Corporation used the proceeds from the sale of the
Debentures for general corporate purposes, which included repurchase of common 
equity of the Corporation, repayment of indebtedness, and the financing of  
acquisitions.


                                     -12-
<PAGE>
NOTE 7. (cont.)
-------
	The Trust Securities accrue and pay distributions quarterly at an annual 
rate equal to three month LIBOR plus 0.765% of the liquidation amount of $1,000 
per Trust Security.  The Corporation has fully and unconditionally guaranteed 
the obligations of the Trust.  The guarantee covers the payment of the 
distributions and payments on liquidation of the Trust or the redemption of the 
Trust Securities, but only to the extent of the funds held by the Trust.   The 
Corporation has the right to defer payment of interest on the Debentures at any 
time or from time to time for a period not exceeding 20 consecutive quarters, 
provided that no deferred period extends beyond the stated maturity of the 
Debentures.  
	The Trust Securities are mandatorily redeemable upon the maturity of the 
Debentures on June 15, 2027, or upon earlier redemption as provided by the 
indenture.  The parent company can redeem the Debentures in whole or in part on 
or after June 15, 2007 or any time in whole or upon the occurrence of a Special 
Event (as defined in the offering circular).  For financial reporting purposes 
the Corporation treats the Trust Securities as debt and the distributions to the
security holders are recorded as interest expense.


NOTE 8. Income Tax
------------------
	The components of the net deferred tax liability included in other 
liabilities on the Corporation's consolidated balance sheets at September
30, 1998 and December 31, 1997 are shown in the following table. (Dollars
are in thousands)

                                     September 30,     December 31, 
                                         1998             1997
                                      ---------        ---------
Allowance for loan losses             $  54,224        $  53,812      
Deferred compensation                     5,519            4,499      
Deferred loan fees and costs              1,974            1,526        
Intangible asset amortization             2,146              280       
Other                                     9,935            3,593
                                      ---------        ---------       
    Total deferred tax asset             73,798           63,710
                                      ---------        ---------        

Leased assets                          (153,328)        (120,078)       
Fixed asset depreciation                 (7,156)          (6,634)      
Pension liabilities                      (6,541)          (6,410)
Unrealized gain on securities           (14,471)          (6,073)       
FHLB stock dividends                     (8,625)          (3,244)
Purchase accounting/intangible assets    (1,684)          (1,517)      
Mortgage servicing rights                (4,148)              --
Other                                    (6,367)          (3,226)
                                      ---------        ---------     
     Total deferred tax liability      (202,320)        (147,182)
                                      ---------        ---------      
      Net deferred tax liability      $(128,522)       $ (83,472)
                                      =========        =========      

The Corporation has not recorded a valuation reserve related to deferred tax
assets.


                                     -13-
<PAGE>
NOTE 9. Other Noninterest Expense
---------------------------------
	The following are included in all other expense for the three months and   
nine months ended September 30, 1998 and 1997. (Dollars are in thousands)

                                      Three Months         Nine Months
                                   -----------------    -----------------
                                      1998     1997        1998     1997 
                                   -------  --------    -------  --------
Amortization of intangible assets  $11,344  $ 4,549     $27,583  $13,903
Outside processing services          5,146    3,873      14,378   11,972
State taxes                          4,012    3,127      11,731    9,043
Marketing                            3,139    3,108      10,633    8,643


Note 10.  Merger Related Charges   
--------------------------------   
   As a result of the acquisition of Trans Financial Inc., the Corporation 
and Trans Financial incurred $30 million in merger-related charges. The 
following table summarizes the pre-tax merger related charges included in 
the third quarter 1998 income statement:  (Dollars are in thousands)

Severance                                                   $ 8,995
Occupancy/Equipment                                           5,343
Conversion and contract terminations                          4,701
Other merger related charges                                 10,931
                                                            -------
   Merger related charges included in noninterest expense   $29,970
                                                            =======

	Severance charges include the cost of severance, other benefits, and 
outplacement costs associated with the termination of employees primarily in 
centralized corporate support and data processing functions.  Occupancy / 
equipment represent write-offs for redundant office space and equipment.  
Conversion and contract terminations include preparation and mailing of numerous
customer communications for the acquisition and conversion of customer accounts,
and printing and distributing training materials.  Other merger related charges 
includes outside consulting fees, the establishment of a charitable foundation 
and other direct charges.  An additional $12.3 million loan loss provision 
charged to earnings at the merger date was recorded in connection with a change 
in the managment of Trans Financial's problem loans.

  The following table presents a summary of activity with respect to the 
Company's merger related charges payable:

          Amount charged to operating expense   $  29,970
          Cash outlays                            (17,170)
          Non-cash writedowns                      (5,882)
                                                ---------
          Balance at September 30, 1998         $   6,918     
                                                =========    


                                     -14-
<PAGE>
NOTE 11.  Mortgage Servicing Assets
-----------------------------------
	The Corporation recognizes servicing assets on residential mortgage loans 
to be sold on the secondary market. The value of  mortgage servicing assets are 
established based on either the amount of consideration paid for loans purchased
or pricing determined using a valuation model which calculates the present value
of estimated future cash flows based on the market rate at the time the loan was
originated.  The Corporation sold all mortgage servicing assets originated in 
1997 to a third party on a quarterly basis, therefore the value of those assets 
are established based on the future sale commitment.  Mortgage servicing assets 
are amortized as a reduction of servicing revenues, over the period of the 
estimated lives of the underlying loans, in proportion with estimated net 
servicing income.

	Quarterly impairment testing of all mortgage servicing assets is performed 
using a discounted cash flow methodology assuming current national prepayment 
speeds and a current discount rate.  The discount rates assumed  were 9.50 
percent at September 30, 1998 and 9.25 percent at December 31, 1997.  Impairment
will be recognized through a valuation allowance for each impaired stratum. 

	The following is a summary of mortgage servicing assets included in other 
assets at September 30, 1998 and  December 31, 1997.  (Dollars are in thousands)

                                         Sept. 30,      Dec. 31,
Mortgage Servicing Assets:                    1998          1997
                                          --------      --------
Balance at beginning of year              $ 56,156      $ 54,418 
   Amount capitalized/acquired             106,226        19,270 
   Amount sold                              (7,631)       (9,610)
   Amortization                            (15,766)       (7,922)
   Valuation reserve                          (230)           --
                                          --------      --------
       Balance at end of period           $138,755      $ 56,156 
                                          ========      ========


NOTE 12.  Earnings Per Share
----------------------------
	The following table shows the amounts used in the computation of basic and 
diluted earnings per share, in accordance with SFAS No. 128 for the three months
and nine months ended September 30, 1998.

                                         Three Months         Nine Months
                                     ------------------   -------------------
                                       1998       1997       1998       1997
                                     -------    -------   --------   --------
Net income                           $48,131    $56,288   $186,072   $160,584
Dividends on preferred stock              --         --         --         --
                                     -------    -------   --------   --------
Net income available to common
  shareholders                       $48,131    $56,288   $186,072   $160,584
                                     =======    =======   ========   ========
Weighted average shares:
Common shares                        107,218     96,248    105,477     96,523
Convertible preferred shares              --         --         --         --
Stock awards                              66         51         63         47
Stock options                          3,049      2,996      3,063      2,880
                                     -------    -------   --------   --------
Weighted average diluted common
 shares                              110,333     99,295    108,603     99,450
                                     =======    =======   ========   ========



                                     -15-
<PAGE>
NOTE 12. (cont.)
----------------

                                         Three Months         Nine Months
                                     ------------------   -------------------
                                       1998       1997       1998       1997
                                     -------    -------   --------   --------

Basic earnings per share             
  (net income available to common
  shareholders' divided by weighted
  average common shares)             $  0.45    $  0.58   $   1.76   $   1.66
                                     =======    =======   ========   ========

Diluted earnings per share         
  (net income divided by weighted
  average diluted common shares)     $  0.44    $  0.57   $   1.71   $   1.61
                                     =======    =======   ========   ========


NOTE 13.  Comprehensive Income
------------------------------
	During the year, the Corporation adopted FASB Statement No. 130, 
"Reporting Comprehensive Income".  Statement No. 130 requires the reporting of 
comprehensive income in addition to net income from operations.  Comprehensive 
income is a more inclusive financial reporting methodology that includes 
disclosure of certain financial information that historically has not been 
recognized in the calculation of net income.

	At period end the Corporation held securities classified as available-for-
sale, which have unrealized gains (losses).  The before tax and after tax amount
for the three months and nine months ended September 30, 1998 and 1997 is 
summarized below.

                                 Three Months        Six Months
                               ----------------   ----------------
                                  1998     1997      1998     1997
                               -------  -------   -------  -------
Net unrealized holding 
  gains(losses) before tax     $16,474  $12,459   $25,357  $ 2,723  
Tax (expense)/benefit           (5,640)  (4,334)   (8,509)    (993)
Reclassification adjustment
  for gains(losses)                       
  included in net income            --      971      (305)   4,594 
Tax (expense)/benefit               --     (340)      107   (1,608)
                               -------  -------   -------  -------
                               $10,834  $ 8,756   $16,650  $ 4,716 
                               =======  =======   =======  =======


NOTE 14.  Acquisitions
----------------------
	On February 7, 1998, the Corporation acquired Great Financial Corporation 
for 70 percent stock and 30 percent cash.  The 70 percent of Great Financial's 
shares were exchanged for common shares of Star Banc Corporation stock at an 
exchange ratio of 0.949 Star Banc shares for each share of Great Financial.  The
remaining 30 percent of Great Financial shares were exchanged for $44 in cash 
for each share.
  	The Corporation issued 9.5 million shares and the total value of this 
transaction was $648 million.  This transaction is structured as a tax-free 
exchange for shareholders receiving stock and has been accounted for as a 
purchase transaction.  The allocation of the purchase price for Great Financial 
is preliminary and may change as certain estimates and contingencies are 
finalized, although any adjustments are not expected to be material.


                                     -16-
<PAGE>
NOTE 14.  (cont.)
-----------------
 	The following table presents an Unaudited Pro Forma Combined Summary of 
Operations of the Corporation and Great Financial for the three months and
nine months ended September 30, 1997.  The Unaudited Pro Forma Combined
Summary of Operations is presented as if the Great Financial merger had
been effective January 1, 1997. (dollars are in thousands except per share
data)

                                     Three Months Ended   Nine Months Ended
                                     September 30, 1997  September 30, 1997
                                     ------------------  ------------------
Net interest income                            $154,826           $457,026
Net income                                       59,031            167,891
Basic earnings per common share                    0.56               1.58
Diluted earnings per common share                  0.54               1.54


 	On June 19, 1998, Star Bank, N.A., the primary subsidiary of the 
Corporation acquired 49 Bank One branches, including approximately $1.1 billion 
in deposits and approximately $120 million in loans.  The acquisition was 
accounted for as a purchase transaction with an initial premium of approximately
$116 million.  The allocation of the purchase price for the branches is 
preliminary and may change as certain estimates and contingencies are finalized,
although any adjustments are not expected to be material.

 	On August 21, 1998, the Corporation acquired Trans Financial, Inc. ("Trans 
Financial") through a stock-for-stock fixed exchange of 0.9003 Star Banc shares 
for each share of Trans Financial stock.  This transaction was structured as a 
tax-free exchange for shareholders and was accounted for as a pooling-of-
interests.  All financial information previously reported by the Corporation, 
except dividends per share, has been restated for the Trans Financial 
acquisition.

 	On July 1, 1998, the Corporation and Firstar Corporation ("Firstar") 
announced it had signed a definitive agreement to merge through an exchange of 
shares valued at approximately $7.2 billion.  Firstar is a $20.7 billion 
Milwaukee, Wisconsin-based financial services holding company.  Under the terms 
of the agreement, Firstar shareholders will receive a tax-free exchange of 0.76 
shares of common stock of the combined company for each share of Firstar common 
stock and shareholders of Star Banc will retain one share of common stock in the
combined company for each Star Banc share.  This transaction is expected to be 
accounted for as a pooling-of-interest.  The combined company will be known as 
Firstar Corporation.


                                        -17-
<PAGE>
ITEM 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations
------------------------------------------------------------------------

Overview
--------
Net income of Star Banc Corporation ("the Corporation") for the quarter ended 
September 30, 1998, was $48,131,000, a 14.5 percent decrease compared to the 
third quarter of 1997.  Net income for the first nine months of 1998 was 
$186,072,000, a 15.9 percent increase over the same period in 1997.  Diluted 
earnings per common share was $0.44 for the third quarter of 1998, compared to 
$0.58 for the third quarter of 1997, a decrease of 22.4 percent.  For the first 
nine months of 1998 diluted earnings per common share was $1.71, a 6.2 percent 
increase over the same period in 1997. 

   On August 21, 1998, the Corporation completed the acquisition of Trans 
Financial Inc., a $2.2 billion financial services holding company based in 
Bowling Green, Kentucky.  The purchase of Trans Financial Inc. was a tax-free 
stock-for-stock exchange which was accounted for as a pooling-of-interest.  
Under the terms of this agreement, the Corporation exchanged 0.9003 shares of 
Star Banc common stock for each share of Trans Financial.  The Corporation 
issued 10.7 million shares of stock in this transaction. As a result of this 
acquisition, all prior period financial information has been restated to include
the historical results of Trans Financial Inc.

   In connection with the acquisition of Trans Financial Inc., the Corporation 
incurred pre-tax merger-related charges of $30.0 million.  These charges 
included $9.0 million in severance and employee related costs, $5.3 million in 
occupancy and equipment charges, $4.7 million in conversion costs and contract 
terminations, $3.0 million to establish a charitable foundation for the Bowling 
Green area and $8.0 million in other merger costs such as legal and investment 
banking fees.  In addition, a $12.3 million provision for loan losses was 
charged to earnings on the merger date, in connection with a change in the 
management of Trans Financial problem loans.  Excluding merger-related charges 
and the additional provision, net income for the third quarter was $75.6 
million, a 34.3 percent increase over the third quarter of 1997.  Diluted 
earnings per share was $0.69 for the third quarter 1998, a 21.1 percent increase
over the same period of 1997.  Return on average assets was 1.75 percent for the
third quarter and 1.77 percent for the first nine months of 1998, compared to 
1.79 percent and 1.76 percent, respectively, for the same periods in 1997.  Due 
primarily to the acquisition of Great Financial Corporation (discussed below), 
return on average equity declined to 18.17 percent for the third quarter and 
18.61 percent for the first nine months of 1998, compared to 22.16 percent and 
21.73 percent, respectively, for the same periods in 1997.

   On February 7, 1998, the Corporation completed the acquisition of Great 
Financial Corporation ("GFC") for 70 percent stock and 30 percent cash.  The 
Corporation issued 9.5 million shares and the total value of the acquisition was
$648 million.  This transaction was a tax-free exchange for shareholders 
receiving stock and was accounted for as a purchase transaction.  The GFC 
acquisition added approximately $3.0 billion in assets and $1.9 billion in 
deposits, in addition to 43 branch offices in Kentucky and two in Indiana.

   On June 19, 1998, Star Bank, N.A. ("the Bank") completed the acquisition of 
49 branch offices located in 26 counties throughout Ohio from Bank One.  In this
acquisition the Bank acquired $1.1 billion in deposits and $120 million in loans
for a premium of $117 million.  The remaining cash received in this transaction 
was invested in mortgage-backed securities.
   

                                     -18-
<PAGE>
   On July 1, 1998, Star Banc Corporation and Firstar Corporation ("Firstar") 
announced they had signed a definitive agreement to merge through an exchange of
shares valued at approximately $7.2 billion. The merger is a tax-free stock 
exchange and will be accounted for as a pooling-of-interest.  Firstar is a $20 
billion financial services holding company based in Milwaukee, Wisconsin.  The 
combined company will provide a full range of consumer banking, commercial 
banking, trust and investment management services and products to more than 3 
million customers, with approximately 720 branch locations in eight Midwest 
states and Arizona, in addition to trust operations in Florida.  Under the terms
of the agreement, Firstar shareholders will receive 0.76 shares of common stock 
of the combined company for each share of Firstar common stock and Star Banc 
shareholders will retain one share of common stock in the combined company for 
each common share of Star Banc.  The combined company will be known as Firstar 
Corporation, and its corporate headquarters will be located in Milwaukee, with 
consumer banking and specialized lending operations located in Cincinnati.  All 
required regulatory approvals and shareholder approval has been received and the
transaction will close November 20, 1998.


Financial Condition
-------------------
   Total assets at September 30, 1998 amounted to $17.29 billion, up $4.2 
billion from $13.07 billion at December 31, 1997.  Total loans, net of
unearned interest, increased $1.83 billion to $11.71 billion at September
30, 1998, compared to $9.88 billion at December 31, 1997.  These increases
were due to the acquisitions of GFC and the Bank One branch offices.  The
acquisition of GFC added $2.81 billion in total assets and $1.87 billion
in loans.  Also in the first half of 1998, the Corporation swapped
$615 million in residential mortgages to investment securities.  Outside
of the changes in residential mortgages the Corporation experienced
strong loan growth in several loan areas for the first nine months of
1998, led by retail leasing up $277 million or 29.7 percent and residential
mortgages which were up $418 million or 29.3 percent.  Commercial loans
also showed strong growth increasing $449 million or 14.3 percent in the
first nine months of 1998.  

   Investment securities increased $1.29 billion to $2.74 billion at September 
30, 1998 compared to $1.44 billion at December 31, 1997.  This increase was due 
in part to the GFC acquisition and the residential mortgage swaps previously 
discussed.  In addition, the Corporation purchased $784 million in securities 
with the cash received in the Bank One branch acquisition, resulting in a total 
of  $1.06 billion in mortgage-backed securities purchased in the first nine 
months of 1998.  As of September 30, 1998, the Corporation's investment 
securities portfolio included $2.60 billion in securities classified as 
available-for-sale and $140 million classified as held-to-maturity.  The 
securities added as a result of the GFC acquisition and the mortgage swaps were 
all classified as available-for-sale.  At September 30, 1998, the Corporation 
reported a net unrealized gain of $41.3 million on available-for-sale 
securities, with an offsetting increase to shareholders' equity of $16.7 million
(net of tax).  For the first nine months of 1998, the after-tax net unrealized 
gain/(loss) reported as a separate component of equity increased from an 
unrealized gain of $10.2 million to an unrealized gain of $26.9 million, 
increasing equity $16.7 million.

  Total deposits increased $3.18 billion to $12.95 billion at September 30, 1998
from $9.77 billion at December 31, 1997.  The acquisition of GFC and the Bank 
One offices added $3.08 billion in deposits, with $1.71 billion in certificates 
of deposit,  $996 million in savings, NOW and money market accounts and $376 
million in noninterest bearing deposits.  Excluding GFC and Bank One, total 
deposits increased $101 million in the first nine months of 1998, with money 
market deposit accounts up $620 million, while small CDs declined $88 million 
and savings and NOW accounts declined $238 million. Noninterest-bearing deposits
were relatively flat for first nine months of 1998, as increases in business 


                                     -19-
<PAGE>
accounts were offset by declines in personal accounts.  The Corporation has 
continued to experience a decline in savings accounts (excluding the 
acquisitions) through the first nine months of 1998, as customers continue to 
transfer funds into tiered rate money market deposits and other higher yielding 
nonbank products. 

Results of Operations 
---------------------
   Net interest income, the Corporation's principal source of earnings, 
increased $29.8 million or 21.9 percent in the third quarter of 1998, compared 
to the same period in 1997.  For the first nine months of 1998, net interest 
income increased $80.5 million or 20.0 percent.  The increase in 1998 was due to
increased volumes from continued strong loan growth and the earning assets added
as a result of the GFC and Bank One branch acquisitions.  The increase due to 
higher earning asset volumes has been partially offset by negative earning asset
mix changes.  As a result of the GFC and Bank One acquisitions, the majority of 
the assets acquired were lower yielding residential mortgages and mortgage-
backed securities.  In addition, growth in Trans Financials' earning assets was 
more heavily weighted toward residential mortgages and mortgage-backed 
securities.  For the first nine months of 1998, average loans increased $2.02 
billion or 21.7 percent, with residential mortgages increasing $494 million or 
33.4 percent. Investment securities increased $826 million or 50.7 percent, 
compared to the same period in 1997. 

   Net interest margin decreased 43 basis points to 4.43 percent for the third 
quarter and 33 basis points to 4.53 percent for the first nine months of 1998, 
compared to 4.86 percent for the same periods in 1997.  These decreases in net 
interest margin reflect the decline in rates on earning assets related to the 
addition of residential mortgages and investment securities associated with the 
Great Financial, Bank One and Trans Financial acquisitions, as discussed above.
Also contributing to the decline in net interest margin were increases in the 
cost of supporting funds of eight basis points for the third quarter and 16 
basis point for the first nine months of 1998, compared to the same periods in 
1997.  These increases were principally due the higher costs of Great 
Financials' interest-bearing deposits and other funding sources, as compared to 
similar funds at Star Bank.  As a result, the acquisition of GFC compressed the 
Corporation's overall net interest margin.  Tables 1 and 2 provide detailed 
information on the average balances, interest income/expense and rates earned or
paid by major balance sheet category.

   An additional $12.3 million loan loss provision charged to earnings at the 
merger date was recorded in connection with a change in the management of Trans 
Financial problem loans.  Excluding this merger-related charge, the provision 
for loan losses decreased $7.1 million in the third quarter and $12.5 million 
for the first nine months of 1998, compared to the same periods in 1997.  As 
discussed further in the Asset Quality section, the provision was down as a 
result of lower levels of charge-offs (as a percentage of average loans) in 
1998.

   Noninterest income continues to be a growing source of revenue, representing 
34.5 percent of the Corporation's tax-equivalent net revenues for the third 
quarter and 33.2 percent for the first nine months of 1998, compared to 31.4 
percent and 30.2 percent respectively, for the same periods in 1997.  
Noninterest income was $88.2 million for the third quarter and $241.9 million 
for the first nine months of 1998, increases of 40.1 percent and 37.8 percent, 
from the same periods of 1997.  Excluding gains/(losses) on sales of securities,
noninterest income increased $61.4 million or 34.1 percent in the first nine 
months of 1998, compared to the same period in 1997.  The acquisitions of GFC 
and Trans Financial has added a significant mortgage servicing operation to the 
Corporation contributing greatly to 

                                     -20-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
TABLE 1 AVERAGE BALANCE SHEETS AND AVERAGE RATES
(Dollars in thousands)

<CAPTION>
                                          Third Quarter, 1998                 Third Quarter, 1997
                                    --------------------------------   ---------------------------------
                                        Daily               Average        Daily               Average
                                       Average   Interest    Rate         Average   Interest    Rate
                                    ----------- ---------   --------   ----------- ---------   --------
<S>                                 <C>         <C>           <C>      <C>         <C>           <C>
ASSETS:
Commercial loans....................$ 3,829,344 $  83,717     8.68 %   $ 3,492,064 $  78,045     8.87 %
Real estate loans...................  4,055,570    87,052     8.58       2,946,845    64,806     8.79
Retail loans........................  3,725,110    85,155     9.10       3,092,411    73,315     9.44
                                    ----------- ---------              ----------- ---------
     Total loans.................... 11,610,024   255,924     8.78       9,531,320   216,166     9.03
Loans held for sale.................    592,107    10,904     7.37         158,739     2,575     6.49
Taxable investment securities.......  2,780,531    46,016     6.61       1,470,648    24,300     6.60
Non-taxable investment securities...     88,101     2,586    11.74          62,807     2,201    14.02
Money market investments............     39,331       561     5.65          91,060     1,325     5.77
                                    ----------- ---------              ----------- ---------
     Total interest-earning assets.. 15,110,094 $ 315,991     8.33 %    11,314,574 $ 246,567     8.68 %
                                                =========     ====                 =========     ====
Cash and due from banks.............    670,423                            517,781
Allowance for loan losses...........   (180,862)                          (149,650)
Other assets........................  1,518,960                            775,499
                                    -----------                        -----------
     Total assets...................$17,118,615                        $12,458,204
                                    ===========                        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Savings and NOW.....................$ 1,277,009 $   7,882     2.45 %   $ 1,186,263 $   7,558     2.53 %
Money market deposit accounts.......  3,634,400    31,943     3.49       2,376,027    19,161     3.20
Time deposits $100,000 and over.....    842,302    11,930     5.62         531,965     7,474     5,57
Time deposits under $100,000........  4,887,035    66,185     5.37       3,632,423    49,935     5.45
Short-term borrowings...............  1,494,628    19,087     5.07       1,185,525    14,774     4.94
Long-term debt......................    690,294    11,413     6.59         592,589     9,938     6.68
                                    ----------- ---------              ----------- ---------
     Total interest-bearing
       liabilities.................. 12,825,668 $ 148,440     4.59 %     9,504,792 $ 108,840     4.55 %
                                                =========     ====                 =========     ====
Noninterest-bearing deposits........  2,314,343                          1,712,924
Other liabilities...................    327,851                            232,891
Shareholders' equity................  1,650,753                          1,007,597
                                    -----------                        -----------
     Total liabilities and
       shareholders' equity.........$17,118,615                        $12,458,204
                                    ===========                        ===========

Net interest margin.................                          4.43 %                             4.86 %
Interest rate spread................                          3.74                               4.13

Note:  Interest and average rate are presented on a fully-taxable equivalent basis.  Taxable equivalent 
       amounts are calculated utilizing marginal federal income tax rate of 35 percent. The total of 
       nonaccruing loans is included in average amounts outstanding.
</TABLE>

                                     -21-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
TABLE 2 AVERAGE BALANCE SHEETS AND AVERAGE RATES
(Dollars in thousands)

<CAPTION>
                                    Year through September 30, 1998    Year through September 30, 1997
                                    --------------------------------   ---------------------------------
                                        Daily               Average        Daily               Average
                                       Average   Interest    Rate         Average   Interest    Rate
                                    ----------- ---------   --------   ----------- ---------   --------
<S>                                 <C>         <C>           <C>      <C>         <C>           <C>
ASSETS:
Commercial loans....................$ 3,859,172 $ 253,296     8.77 %   $ 3,397,579 $ 226,644     8.92 %
Real estate loans...................  3,928,303   254,028     8.63       2,921,354   190,193     8.68
Retail loans........................  3,552,969   245,965     9.25       3,001,149   209,751     9.33
                                    ----------- ---------              ----------- ---------
     Total loans.................... 11,340,444   753,289     8.87       9,320,082   626,588     8.98
Loans held for sale.................    471,303    25,848     7.23         125,720     6,083     6.45
Taxable investment securities.......  2,376,545   118,209     6.63       1,568,258    76,961     6.55
Non-taxable investment securities...     76,664     7,198    12.52          59,466     6,449    14.46
Money market investments............     52,773     2,261     5.73          61,432     2,632     5.73
                                    ----------- ---------              ----------- ---------
     Total interest-earning assets.. 14,317,729 $ 906,805     8.45 %    11,134,958 $ 718,713     8.62 %
                                                =========     ====                 =========     ====
Cash and due from banks.............    619,350                            499,584
Allowance for loan losses...........   (174,645)                          (145,174)
Other assets........................  1,329,011                            724,130
                                    -----------                        -----------
     Total assets...................$16,091,445                        $12,213,498
                                    ===========                        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Savings and NOW.....................$ 1,233,246 $  23,354     2.53 %   $ 1,226,788 $  23,632     2.58 %
Money market deposit accounts.......  3,213,749    82,549     3.43       2,274,623    52,204     3.07
Time deposits $100,000 and over.....    753,163    31,700     5.63         531,067    22,060     5.55
Time deposits under $100,000........  4,635,118   188,181     5.43       3,679,864   149,491     5.43
Short-term borrowings...............  1,576,438    59,606     5.06       1,129,370    41,465     4.91
Long-term debt......................    705,617    34,835     6.59         481,194    23,742     6.59
                                    ----------- ---------              ----------- ---------
     Total interest-bearing
       liabilities.................. 12,117,331 $ 420,225     4.64 %     9,322,906 $ 312,594     4.49 %
                                                =========     ====                 =========     ====
Noninterest-bearing deposits........  2,140,728                          1,674,329
Other liabilities...................    299,283                            228,061
Shareholders' equity................  1,534,103                            988,202
                                    -----------                        -----------
     Total liabilities and
       shareholders' equity.........$16,091,445                        $12,213,498
                                    ===========                        ===========

Net interest margin.................                          4.53 %                             4.86 %
Interest rate spread................                          3.81                               4.13

Note:  Interest and average rate are presented on a fully-taxable equivalent basis.  Taxable equivalent 
       amounts are calculated utilizing marginal federal income tax rate of 35 percent. The total of 
       nonaccruing loans is included in average amounts outstanding.
</TABLE>

                                     -22-
<PAGE>
the increase in noninterest income as mortgage banking income increased $11.2 
million or 157 percent in the third quarter of 1998.  The Corporation also had 
strong growth in several other areas, led by trust income, which increased 22.6 
percent for the third quarter and 23.4 percent for the first nine months of 1998
due to new business in all product lines and improved market conditions.  
Service charges on deposits, including retail deposit and cash management income
increased 19.4 percent in the third quarter and 17.9 percent for the first nine 
months of 1998 due to higher demand deposit levels and increased transaction 
volumes, in addition to the acquisition of GFC.  Other areas of strong growth in
noninterest income for 1998 include insurance commissions and electronic banking
income.

   Noninterest expense totaled $159.2 million in the third quarter and $392.9 
million for the first nine months of 1998, increases of 61.4 percent and 36.2 
percent, respectively, compared to the same periods of 1997.  Excluding merger-
related costs, noninterest expense increased 31.0 percent in the third quarter 
and 25.8 percent for the first nine months of 1998. The increase in noninterest 
expenses in 1998 was primarily a result of the acquisitions of GFC and the Bank 
One branches, in addition to additional branch openings and expansion at Star 
Banc Finance, Inc.  Increases related to the Great Financial and Bank One 
acquisitions occurred in the following categories: salaries, occupancy, 
equipment, state taxes, communications, marketing, mortgage servicing and 
amortization of intangibles.  Incentive accruals, based on higher profit levels 
and increases in staff levels, are also up in 1998.  Although expenses grew 
significantly due to the acquisitions,  significant cost savings and 
efficiencies are expected in the future as a result of these acquisitions.

    The Corporation's effective tax rate for the first nine months of 1998 was 
34.3 percent up from 33.2 percent for the same period in 1997.  This increase 
was due in part to higher levels of nondeductible intangible amortization 
expense.


YEAR 2000
---------
   The Corporation's Year 2000 project is directed by a Year 2000 Project 
Management Office ("PMO"), chaired by the Executive Vice President of Consumer 
Banking.  The PMO provides direct oversight of the Year 2000 initiative and 
meets twice a month to review the project's progress.  The Corporation's 
Board of Directors receives project updates at every regular meeting.

   The Corporation has completed its assessment of Year 2000 issues, developed a
plan, and arranged for the required resources to complete the necessary 
remediation efforts.  The Corporation is utilizing both internal and external 
resources to reprogram, or replace, and test the software and hardware for Year 
2000 modifications.  Currently, the Corporation has remediated, tested and 
returned to production more than half of its applications.  Testing and 
remedation of all applications will be substantially completed by the end of 
1998.  The Corporation has established a separate test environment to 
accommodate its Year 2000 testing activity and the anticipated need to test 
with its customers and other third parties during 1999.

   The Corporation relies on several third party service providers for key 
business processesand works closely to monitor their Year 2000 efforts. The 
Corporation is in the process of obtaining written and verbal verification 
from significant third party service providers and vendors of their Year 2000
readiness.  Validation of Year 2000 readiness of all the Corporation's vendors 
continues with a particular focus on the readiness and alternatives, where 
possible, for vendors that have been identified as critical.


                                     -23-
<PAGE>
   While the Corporation continues to discuss these matters with, obtain 
written certification from, and test the systems of such other companies as to 
Year 2000 compliance, no assurance that any potential impact associated with 
incompatible systems after December 31, 1999 will have no material adverse 
effect on the Corporation's business, financial condition or results of 
operations.

   The Corporation previously established business continuity plans for its 
various lines of business and is assessing these plans for the possible 
impact of Year 2000 anticipated failures.  Existing business continuity plans 
will be adjusted where appropriate for those scenarios that may have the 
most severe impact on its operations.  This activity is expected to be 
substantially complete by December 31, 1998.

   The costs of the Year 2000 project are primarily staff related and are  
expensed as incurred.  Currently, the Corporation estimates that the total cost 
of the Year 2000 project will be approximately $12 million.  The Corporation 
has incurred approximately $4.8 million of expenses through September 30, 1998, 
and expects to incur approximately $6.5 million in expenses in 1998.


Recently Issued Accounting Standards
------------------------------------
   On January 1, 1998, the Corporation adopted the Financial Accounting 
Standards Board Statement of Financial Accounting Standards No. 130 (SFAS No. 
130), "Reporting Comprehensive Income."  SFAS No. 130 requires the reporting of 
comprehensive income as part of the Corporation's financial statements, in 
addition to net income from operations. Comprehensive income is a more inclusive
financial reporting methodology that includes disclosure of certain information 
that historically has not been recognized in the calculation of net income. 
Refer to Footnote No. 12 to the consolidated financial statements for further 
information.

   On January 1, 1998, SFAS No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" became effective and supercedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise."  This statement 
requires disclosure on a business segment basis, as defined by the Corporation, 
a description of products and services, interest income and expense, profit or 
loss and assets as measured by the Corporation's management in assessing 
performance of its business segments.  This statement is not required to be 
applied to interim periods for 1998.

   In June 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for 
Derivatives Instruments and Hedging Activities.  This Statement establishes 
accounting and reporting standards requiring that every derivative instrument be
recorded in the balance sheet as an asset or liability measured at its fair 
value.  SFAS No. 133 requires that changes in the derivative's fair value be 
recognized currently in earnings unless specific hedge accounting criteria are 
met.  SFAS No. 133 is effective for fiscal years beginning after June 15, 1999, 
the Corporation has not yet determined the impact of adopting SFAS No. 133 on 
the financial statements.  However it could increase volatility in earnings and 
comprehensive income.


                                     -24-
<PAGE>
STAR BANC CORPORATION AND SUBSIDIARIES
TABLE 3 SUMMARY OF LOAN LOSS EXPERIENCE
For the Periods Ended September 30
(Dollars in thousands)


                                      Third Quarter           Nine Months
                                ----------------------- -----------------------
                                     1998        1997         1998        1997
                                ----------- ----------- ----------- -----------

Average loans - net of unearned
  interest..................... $11,610,024 $ 9,531,320 $11,340,444 $ 9,320,082
                                =========== =========== =========== ===========

Allowance for loan losses:

  Balance - beginning of 
    period..................... $   176,857 $   146,505 $   154,071 $   136,754

  Charge-offs:
    Commercial.................     (13,993)     (4,075)    (20,430)    (13,322)
    Real estate................      (1,278)       (551)     (2,529)     (1,611)
    Retail.....................     (12,262)    (10,600)    (35,782)    (31,786)
                                ----------- ----------- ----------- -----------
      Total charge-offs........     (27,533)    (15,226)    (58,741)    (46,719)
                                ----------- ----------- ----------- -----------
  Recoveries:
    Commercial.................       4,196       1,021       5,894       4,479
    Real estate................          89         312         706         671
    Retail.....................       2,865       2,180       8,331       7,393
                                ----------- ----------- ----------- -----------
      Total recoveries.........       7,150       3,513      14,931      12,543
                                ----------- ----------- ----------- -----------

        Net charge-offs........     (20,383)    (11,713)    (43,810)    (34,176)

  Provision charged to
    earnings...................      22,101      16,900      48,946      49,114

  Allowances of banks purchased          --          --      19,368          --
                                ----------- ----------- ----------- -----------

  Balance - end of period...... $   178,575 $   151,692 $   178,575 $   151,692
                                =========== =========== =========== ===========

Ratio of net charge-offs to
  average loans - net of 
  unearned interest............        0.70%       0.49%       0.52%       0.49%
                                =========== =========== =========== ===========


                                     -25-
<PAGE>
Asset Quality
-------------
As of September 30, 1998, the allowance for loan losses was $178.6 million or 
1.53 percent of loans, net of unearned interest.  This compares to an allowance 
of $154.1 million or 1.56 percent of loans, net of unearned interest, at 
December 31, 1997.  The allowance as a percentage of nonperforming loans 
increased slightly to 359 percent at September 30, 1998 compared to 325 percent 
at December 31, 1997.  

   As previously discussed, a $12.3 million provision for loan losses was 
charged to earnings at the time of the Trans Financial merger. As a result of 
the change in management of Trans Financial problem loans, approximately $12.1 
million of loans were charged-off in conformity with Star Bank's policy of 
aggressively eliminating problem credits. Excluding the additional merger-
related charge-offs, net charge-offs totaled $8.3 million in the third quarter 
of 1998, a decrease of $3.4 million compared to the third quarter of 1997.  For 
the first nine months of 1998 net charge-offs totaled $31.8 million, a decline 
of $2.4 million compared to 1997.  Annualized net charge-offs as a percentage of
average outstanding loans were 0.28 percent for the third quarter of 1998, down 
14 basis points from the first two quarters of 1998 and down 21 basis points 
compared to 0.49 percent for the same period in 1997.  Table 3 provides a 
summary of activity in the allowance for loan losses account by type of loan.

    Excluding the merger-related charge-offs, the percentage of net charge-offs 
to average loans has continued to trend downward over the last year.  This 
decline in net charge-offs has been primarily in the commercial loan area, 
partially offset by continued increases in retail loans.  Net charge-offs for 
retail loans declined slightly in the third quarter of 1998, compared to the 
prior year, as net charge-offs on credit cards decreased $550,000 million 
compared to the third quarter of 1997.  Installment loan and retail leasing 
charge-offs increased $524,000 compared to the third quarter of 1997, primarily 
due to higher loan volumes.  Net charge-offs on commercial loans have continued 
to decline in 1998, as third quarter net charge-offs decreased $4.0 million 
compared to the same period in 1997.  The acquisition of GFC has resulted in 
slight increases in residential and retail loan charge-off levels in the third 
quarter of 1998, primarily as a result of higher loan volumes.

   As shown in Tables 4 and 5, nonperforming assets levels increased $1.2 
million to $54.0 million at September 30, 1998, compared to $52.9 million at 
September 30, 1997. The increase in the third quarter was due primarily to 
increases in nonaccrual residential mortgages and OREO related to GFC.  
Increases in nonaccrual commercial and commercial real estate loans were offset 
by a decline in restructured loans.  Nonperforming assets increased $2.8 million
in the nine months ended September 30, 1998, due primarily to GFC.  The 
percentage of nonperforming loans to end of period loans decreased nine basis 
points to 0.42 percent, compared to 0.51 at September 30, 1997 and was down six 
basis points from December 31, 1997.  Loans past due 90 days or more and still 
accruing interest increased $18.4 million in the first nine months of 1998, and 
increased $18.5 million compared to September 30, 1997.  The increase in loans 
past due 90 days or more since September 30, 1997 was due to increases in 
residential mortgages related to GFC and commercial loans. 

    Certain accruing FHA/VA loans, in addition to insured FHA and guaranteed VA 
loans which are contractually past due 90 days or more, are purchased by the 
Corporation from GNMA pools it services or from third parties.  By purchasing 
delinquent loans out of pools, the Corporation is able to retain the benefit of 
the net interest rate differential between the coupon rate the Corporation (as 
servicer) would otherwise be obligated to pay the GNMA security holder and the 
Corporation's current cost of funds.  Most of the Corporation's investment in 
delinquent FHA and VA loans is recoverable through claims 


                                     -26-
<PAGE>
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
TABLE 4 NONPERFORMING ASSETS
(Dollars in thousands)

<CAPTION>
                                  September 30,   December 31,    September 30,
                                     1998            1997             1997
                                  ------------    ------------    -------------
<S>                               <C>             <C>             <C>
Loans on nonaccrual status....... $     49,701    $     46,755    $      37,810
Loans which have been
  renegotiated...................            8             698           12,146
                                  ------------    ------------    -------------
  Total nonperforming loans......       49,709          47,453           49,956

Other real estate owned..........        4,306           3,804            2,896
                                  ------------    ------------    -------------

  Total nonperforming assets..... $     54,015    $     51,257    $      52,852
                                  ============    ============    =============

Percentage of nonperforming
  loans to loans* ...............         0.42%           0.48%            0.51%
                                  ============    ============    =============
Percentage of nonperforming
  assets to loans* and other
  real estate owned..............         0.46%           0.52%            0.54%
                                  ============    ============    =============
Loans past due 90 days
  or more........................ $     35,012    $     16,567    $      16,461
                                  ============    ============    =============

*  Net of unearned interest.

</TABLE>


                                     -27-
<TABLE>
STAR BANC CORPORATION AND SUBSIDIARIES
TABLE 5 COMPOSITION OF NONPERFORMING LOANS
(Dollars in thousands)

<CAPTION>
                                             September 30, 1998                              December 31, 1997
                           ------------------------------------------------ ------------------------------------------------
                                     Nonperforming Loans          90 Days                 Nonperforming Loans      90 Days
                           --------------------------------------    or      -------------------------------------    or
                              Non-   Restruc-          Percentage   More       Non-   Restruc-          Percentage   More
                            accrual   tured    Total   of Loans   Past Due   accrual   tured    Total   of Loans   Past Due
                           ------------------------------------------------ ------------------------------------------------

<S>                         <C>          <C>  <C>          <C>     <C>       <C>         <C>   <C>          <C>    <C>  
Commercial:
  Corporate.................$25,971      $ 8  $25,979      0.80 %  $6,158    $28,965     $ 11  $28,976      1.03 % $   748
  Commercial leasing........     84       --       84      0.02        --        806       --      806      0.23        --
                            -------      ---  -------              ------    -------      ---  -------             -------
    Total commercial loans.. 26,055        8   26,063      0.73     6,158     29,771       11   29,782      0.95       748
                            -------      ---  -------              ------    -------      ---  -------             -------
Real estate loans:
  Residential...............  9,324       --    9,324      0.51    14,848      6,894      678    7,572      0.53     4,627
  Commercial mortgage.......  6,961       --    6,961      0.38       893      4,913       --    4,913      0.31       644
  Construction/land 
    development.............  2,406       --    2,406      0.37     1,201      1,556       --    1,556      0.31     1,025
                            -------      ---  -------              ------    -------      ---  -------             -------
    Total real estate loans. 18,691       --   18,691      0.43    16,942     13,363      678   14,041      0.40     6,296
                            -------      ---  -------              ------    -------      ---  -------             -------
Retail loans:
  Other retail..............  2,086       --    2,086      0.10     5,257      1,019        9    1,028      0.06     2,469
  Credit cards..............  2,515       --    2,515      0.61     5,894      2,092       --    2,092      0.47     6,679
  Retail leasing............    354       --      354      0.03       761        510       --      510      0.05       375
                            -------      ---  -------              ------    -------      ---  -------             -------
    Total retail loans......  4,955       --    4,955      0.14    11,912      3,621        9    3,630      0.11     9,523
                            -------      ---  -------              ------    -------      ---  -------             -------

    Total loans.............$49,701      $ 8  $49,709      0.42 % $35,012    $46,755     $698  $47,453      0.48 % $16,567
                            =======      ===  =======      ====   =======    =======     ====  =======      ====   =======
</TABLE>


                                     -28-
<PAGE>
made against FHA and VA.  Any credit losses incurred are no greater than if the 
FHA/VA loans remained in the GNMA pools and the Corporation remained as 
servicer.  The same risk from foreclosure or loss of interest exists for the 
Corporation as servicer or owner of the loan.  At September 30, 1998, the 
Corporation held in its loan portfolio $118 million of these FHA/VA buyout 
loans.

    The specific valuation allowance recorded on impaired loans, as prescribed 
by Statement of Financial Accounting Standards No. 114 (as amended by SFAS No. 
118), is included in the total allowance for loan losses.  In addition to the 
valuation allowance on impaired loans, the adequacy of the total allowance for 
loan losses is monitored on a continual basis and is based on management's 
evaluation of several key factors: the quality of the current loan portfolio, 
current economic conditions, evaluation of significant problem loans, an 
analysis of periodic internal loan reviews, delinquency trends and ratios, 
changes in the mix and levels of various loan types, historical charge-off and 
recovery experience and other pertinent information. These estimates are 
reviewed continually and, as adjustments become necessary, they are reported in 
earnings in the period in which they become known.  Management believes that the
allowance for loan losses at September 30, 1998 was adequate to absorb all 
anticipated losses in the loan portfolio as of that date.

   The recorded investment in impaired loans at September 30, 1998 was $36 
million with a related valuation allowance calculated under SFAS No. 114 of  $2 
million.    


Liquidity, Capital Resources and Cash Flows  
-------------------------------------------
To ensure that adequate funds are always available to meet unexpected 
customer demands for funds, such as high levels of deposit withdrawals or loan 
demand, or other aspects of the banking business, the Corporation has succeeded 
in developing and maintaining a large stable base of core funding from customers
based in its local market areas.  By policy, the Corporation limits the amount 
its banking subsidiary can borrow, subject to the Corporation's ability to 
borrow funds in the capital markets in an efficient and cost effective manner.  
Star Bank N.A. (the Bank) is a member of the Federal Home Loan Bank of 
Cincinnati and is able to issue national market retail and institutional 
certificates of deposit as a funding source.  In 1994, the Bank prepared an 
offering circular in order to issue senior or subordinated bank notes of up to 
$500 million with terms that can vary from 30 days to 30 years.  In December 
1997, the Bank issued $100 million in subordinated notes under this offering 
circular.  In addition to these funding alternatives, the Corporation maintains 
a presence in the national fed funds, repurchase agreements, and eurodollar 
markets.


   The Corporation issues commercial paper notes through a private placement 
memorandum up to a maximum aggregate amount of $150 million, with maturities of 
up to 270 days.  The proceeds of the notes from the commercial paper program are
used for general corporate purposes and to provide funding to Star Banc Finance,
Inc.  As of September 30, 1998, $109 million in commercial paper was 
outstanding. The Corporation's consolidated long-term debt, which consists of 
subordinated and senior notes issued by the Bank and medium term notes issued by
the Parent Company, declined $54 million in the first nine months of 1998 to 
$485 million. The decline in long-term debt was due to the payoff of $105 
million in FHLB long-term advances previously held by Trans Financial, partially
offset by an increase in medium term notes outstanding.


                                     -29-
<PAGE>
In 1996, the Board of Directors approved the purchase of a total of nine 
million shares under the Corporation's buyback program over the next three 
years.  The repurchased shares are held as treasury shares for reissue in 
connection with employee stock options.  The Corporation repurchased 188,000 
shares in 1998 for a total of 5.7 million shares repurchased under the buyback 
program.  All remaining treasury shares acquired through the buyback program 
were reissued for the GFC acquisition.  On August 21, 1998, in connection with 
the  acquisition of Trans Financial Inc., the Corporation rescinded its buyback
program.

   Total shareholders' equity increased $622 million in the first nine months to
$1.68 billion at September 30, 1998.  This increase was the result of the $458 
million in equity added for Great Financial, in addition to the retention of 
earnings for the first nine months of 1998.  The suspension of the buyback 
program in the first quarter of 1998 has resulted in a $44 million increase in 
equity related to shares issued from the exercise of stock options.  The 
Corporation also raised its quarterly dividend rate per common share from $0.20 
in 1997 to $0.23 in 1998, a 15.0 percent increase.

   Banking industry regulators define minimum capital requirements for banks and
bank holding companies. The Corporation's tier 1 and total risk-based capital 
ratios at September 30, 1998 were 8.11 percent and 11.36 percent, respectively, 
well above the minimum requirements of 4.0 percent for tier 1 capital to risk-
weighted assets and 8.0 percent for total capital to risk-weighted assets.  
These compare to tier 1 and total ratios of 8.77 percent and 12.61 percent at 
December 31, 1997.  Regulatory authorities have also established a minimum 
adjusted equity-to-average quarterly assets ("leverage") ratio of 3.0 percent.  
As of September 30, 1998 the Corporation's leverage ratio was 6.75 percent 
compared to 8.01 percent at December 31, 1997.  The decreases in the 
Corporation's tier 1 and total capital ratios in the first half of 1998 were due
to the increase in intangible assets related to the Bank One branch acquisition.

   As shown in the Condensed Consolidated Statements of Cash Flows, through the 
first nine months of 1998, the Corporation used $39 million in cash flows from 
operating activities, compared to $166 million provided by operating activities 
for the same period in 1997.  This change is due to the high level of 
residential mortgage origination's at the end of the third quarter significantly
increasing loans held-for-sale additional cash should be provided when these 
loans are sold on the secondary market.  


With the exception of historical information, the matters discussed or 
incorporated by reference in this quarterly Form 10Q may contain certain 
forward-looking statements that involve risk and uncertainties including, but 
not limited to, economic conditions, product demand and industry capability, 
competitive products and pricing, new product development, the regulatory and 
trade environment and other risks indicated in filings with the Securities and 
Exchange.


                                     -30-
<PAGE>
PART II.  OTHER INFORMATION 
---------------------------

 ITEMS 1. through 5. are not applicable.
 

 ITEM  6.  Exhibits and Reports on Form 8-K 

            (A)  Exhibits filed: 
                 Exhibit 11 - Computation of Earnings Per Share 
                 Exhibit 27 - Financial Data Schedule

            (B)  The Corporation filed a Current Report on Form 8-K on   
                 July 2, 1998 (as amended on July 10, 1998) announcing  
                 the signing of a definitive agreement to merge with
                 Firstar Corporation.



SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.    


                                        STAR BANC CORPORATION

  November 13, 1998                     /s/ Jerry A. Grundhofer
-----------------------                 ------------------------------
        Date                            Jerry A. Grundhofer
                                        Chairman, President, and Chief
                                        Executive Officer


  November 13, 1998                     /s/ David M. Moffett
-----------------------                 ------------------------------
        Date                            David M. Moffett
                                        Executive Vice President 
                                        and Chief Financial Officer


                                     -31-