STAR BANC CORPORATION AND SUBSIDIARIES
FORM 10Q
September 30, 1995


                                                                         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.....9-14
        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations.....................15-26

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..........................27

Signatures.................................................................27


                                        -2-
<PAGE>
<TABLE>
<CAPTION>

    PART I.  FINANCIAL INFORMATION
    FINANCIAL HIGHLIGHTS
    (Dollars in thousands except per share data)



                                               Third Quarter                       Year thru September
                                                                    Percent                              Percent
                                               1995         1994    Change         1995         1994     Change

    <S>                                  <C>          <C>            <C>      <C>          <C>            <C>   
    Net income...........................$    34,197  $    29,807    14.7 %   $   100,733  $    86,183    16.9 %

    Per share:
      Primary earnings...................$      1.14  $      1.00    14.0 %   $      3.35  $      2.88    16.3 %
      Fully diluted earnings.............       1.14         0.99    15.2            3.34         2.84    17.6
      Common stock dividends declared....       0.40         0.35    14.3            1.20         1.05    14.3
      Preferred dividends declared.......       1.50         1.50     --             4.50         4.50     --
      Book value per common share........      26.35        23.50    12.1           26.35        23.50    12.1
      Market value per common share......      53.50        41.00    30.5           53.50        41.00    30.5

    Average balances:
      Total assets.......................$ 9,507,859  $ 8,227,994    15.6 %   $ 9,362,910  $ 7,919,643    18.2 %
      Earning assets.....................  8,638,367    7,664,824    12.7       8,544,335    7,373,861    15.9
      Loans, net of unearned interest....  6,793,289    5,817,796    16.8       6,576,855    5,591,584    17.6
      Deposits...........................  7,482,081    6,091,796    22.8       7,237,600    6,002,676    20.6
      Shareholders' equity...............    788,224      703,899    12.0         767,994      695,694    10.4

    Ratios:
      Return on average assets...........       1.43 %       1.44 %                  1.44 %       1.45 %
      Return on average equity...........      17.21        16.80                   17.54        16.56
      Average shareholders' equity
        to average assets................       8.29         8.55                    8.20         8.78

      Risk-based capital ratios:
        Tier 1...........................       7.73         8.59                    7.73         8.59
        Total............................      11.01        12.17                   11.01        12.17
      Leverage...........................       6.10         6.04                    6.10         6.04

      Net interest margin................       4.53         4.60                    4.41         4.63
      Noninterest expense to net revenue.      54.22        54.21                   54.64        55.06
      Noninterest income as a percent
        of net revenue...................      24.70        24.49                   25.89        25.19

</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, 1995, and the
related condensed consolidated statements of income for the three-month and 
nine-month periods ended September 30, 1995 and 1994, and the condensed 
consolidated statements of changes in shareholders' equity and cash flows 
for the nine-month periods ended September 30, 1995 and 1994.  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, 1994 (not presented herein), and, in our report dated January 
9, 1995, 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, 1994, 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 10, 1995


                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                       STAR BANC CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                               (Dollars in thousands)      


                                                          (Unaudited)
                                                         September 30,         December 31,
                                                              1995                 1994
    <S>                                                  <C>                   <C>   
    ASSETS:
    Cash and Due From Banks...........................   $     472,435         $   429,467
    Interest Bearing Deposits in Banks................             100                 100
    Federal Funds Sold and Securities Purchased
      Under Agreements to Resell......................           5,924              56,545
    Investment Securities:
      Available-For-Sale..............................         217,136             563,091
      Held-To-Maturity (market value of $1,654,838
        at September 30, 1995 and $1,671,088 at 
        December 31, 1994)............................       1,653,039           1,764,854
      Total Securities................................       1,870,175           2,327,945
    Loans:
      Commercial Loans................................       2,242,100           2,079,804
      Real Estate Loans...............................       2,628,451           2,378,661
      Retail Loans....................................       2,127,013           1,865,295
        Total Loans...................................       6,997,564           6,323,760
        Less: Unearned Interest.......................          93,246              74,203
                                                             6,904,318           6,249,557
              Allowance for Loan Losses...............         106,019              95,979
        Net Loans.....................................       6,798,299           6,153,578
    Premises and Equipment............................         131,894             122,829
    Acceptances - Customers' Liability................          25,372               8,249
    Other Assets......................................         422,497             292,078
        Total Assets..................................   $   9,726,696         $ 9,390,791

    LIABILITIES:
    Deposits:
      Noninterest-Bearing Deposits....................   $   1,302,281         $ 1,214,703
      Interest-Bearing Deposits:
        Savings and NOW...............................       1,964,751           2,048,442
        Time Deposits $100,000 and Over...............         458,315             636,181
        All Other Deposits............................       3,891,932           3,464,489
          Total Deposits..............................       7,617,279           7,363,815
    Short-term Borrowings.............................       1,005,115           1,034,700
    Long-term Debt....................................         161,141             166,466
    Acceptances Outstanding...........................          25,372               8,249
    Other Liabilities.................................         130,894              99,343
        Total Liabilities.............................       8,939,801           8,672,573

    SHAREHOLDERS' EQUITY:
    Preferred Stock:
      Shares Authorized - 1,000,000
      Shares Outstanding - 4,374 at September 30, 1995
        and 29,707 at December 31, 1994...............             363               2,466
    Common Stock:
      Shares Authorized - 50,000,000
      Shares Issued - 30,160,458 at September 30, 1995
        and 30,105,835 at December 31, 1994...........         150,802             150,529
    Surplus...........................................          77,092              78,037
    Retained Earnings.................................         575,013             510,268
    Treasury Stock:
      At cost - 314,746 shares at September 30, 1995
      and 303,039 at December 31, 1994................         (11,724)             (9,445)
    Net Unrealized (Loss) on Securities...............          (4,651)            (13,637)
        Total Shareholders' Equity....................         786,895             718,218

        Total Liabilities and Shareholders' Equity....   $   9,726,696         $ 9,390,791

    See Notes to Condensed Consolidated Financial Statements

</TABLE>


                                           -5-
<PAGE>
<TABLE>
<CAPTION>

                            STAR BANC CORPORATION AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE PERIODS ENDED SEPTEMBER 30
                                          (Unaudited)          
                          (Dollars in thousands except per share data)

    
                                                     Third Quarter             Nine Months
                                                     1995      1994           1995      1994
    <S>                                          <C>        <C>           <C>        <C>
    INTEREST INCOME:
    Interest and Fees on Loans...................$ 151,241  $ 119,680     $ 432,514  $ 337,700
    Interest on Investment Securities:
      Taxable....................................   30,113     22,891        94,186     64,576
      Non-Taxable................................      143        362           522      1,179
    Interest on Federal Funds Sold and Securities
      Purchased Under Agreements to Resell.......      180        528           655      1,145
    Interest on Interest-Bearing Deposits........        2        300             4        457
      Total Interest Income......................  181,679    143,761       527,881    405,057

    INTEREST EXPENSE:
    Interest on Savings and NOW..................   11,225      9,743        32,762     28,336
    Interest on Time Deposits $100,000 and Over..    6,485      4,422        21,444     11,353
    Interest on Other Deposits...................   51,901     28,968       141,616     79,874
    Interest on Short-Term Borrowings............   12,370     11,147        43,501     25,079
    Interest on Long-Term Debt...................    2,815      2,051         8,327      6,908
      Total Interest Expense.....................   84,796     56,331       247,650    151,550

        Net Interest Income......................   96,883     87,430       280,231    253,507

    Provision for Loan Losses....................    7,288      7,100        19,441     19,392

        Net Interest Income after
          Provision for Loan Losses..............   89,595     80,330       260,790    234,115

    NONINTEREST INCOME:
    Trust Income.................................   10,602      8,986        30,616     26,915
    Service Charges on Deposits..................   11,074      9,063        32,013     25,686
    Other Service Charges and Fees...............   10,309      8,412        29,336     24,841
    Investment Securities Gains-Net..............        3          9         1,187          8
    All Other Income.............................       69      2,139         5,611      8,715
      Total Noninterest Income...................   32,057     28,609        98,763     86,165

    NONINTEREST EXPENSE:
    Salaries.....................................   29,092     26,887        83,537     76,435
    Pension and Other Employee Benefits..........    4,588      4,861        14,740     14,243
    Equipment Expense............................    3,964      3,578        11,858     11,223
    Occupancy Expense - Net......................    5,429      4,504        15,790     13,284
    All Other Expense............................   27,301     23,494        82,523     73,129
      Total Noninterest Expense..................   70,374     63,324       208,448    188,314

    INCOME BEFORE TAX............................   51,278     45,615       151,105    131,966
    Income Tax...................................   17,081     15,808        50,372     45,783

    NET INCOME...................................$  34,197  $  29,807     $ 100,733  $  86,183

    PER SHARE:
    Primary Earnings.............................$    1.14  $    1.00     $    3.35  $    2.88
    Fully Diluted Earnings.......................     1.14       0.99          3.34       2.84
    Common Stock Cash Dividends Declared.........     0.40       0.35          1.20       1.05
    Preferred Stock Cash Dividends Declared......     1.50       1.50          4.50       4.50

    See Notes to Condensed Consolidated Financial Statements

</TABLE>


                                               -6-
<PAGE>
<TABLE>
<CAPTION>

                              STAR BANC CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                          (In Thousands)             
                                           (Unaudited)


                                   Series B                                         Unrealized
                                   Preferred  Common            Retained   Treasury Gain/(Loss  Total
                                   Stock      Stock    Surplus  Earnings   Stock    Securities  Equity

    <S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>     
    Balance, January 1, 1994..... $  14,622 $ 148,767 $  80,038 $ 435,724 $  (3,352)$      -- $ 675,799

     Net income..................                                  86,183                        86,183

     Cash dividends declared on
      common stock...............                                 (31,295)                      (31,295)

     Cash dividends declared on
      Series B Preferred Stock...                                    (277)                         (277)

     Issuance of shares upon
      exercise of options on
      common stock...............                  90        17               2,348               2,455

     Conversion of Series B 
      Preferred Stock into 
      common stock, including 
      treasury stock issued......   (12,064)    1,672    (1,938)             12,329                  (1)

     Purchase of treasury stock..                                          (24,809)             (24,809)

     Treasury shares issued to
      meet deferred compensation
      obligations................                          (276)                276                  --

     Shares reserved to meet 
      deferred compensation 
      obligations................                           793                 312               1,105

     Initial adoption of 
      SFAS 115...................                                                       4,386     4,386

     Change in net unrealized 
      gain/(loss) on securities 
      available for sale.........                                                     (12,606)  (12,606)

    Balance, September 30, 1994.. $   2,558 $ 150,529 $  78,634 $ 490,335 $ (12,896)$  (8,220)$ 700,940

    Balance, January 1, 1995..... $   2,466 $ 150,529 $  78,037 $ 510,268 $  (9,445)$ (13,637)$ 718,218

     Net income..................                                 100,733                       100,733

     Cash dividends declared on
      common stock...............                                 (35,918)                      (35,918)

     Cash dividends declared on
      Series B Preferred Stock...                                     (70)                          (70)

     Issuance of common stock
      and treasury shares........                 273       800               2,301               3,374

     Conversion of Series B 
      Preferred Stock into 
      common stock, including 
      treasury stock issued......    (2,103)             (2,727)              4,829                  (1)

     Purchase of treasury stock..                                           (9,363)              (9,363)

     Shares reserved to meet 
      deferred compensation 
      obligations................                           982                 (46)                936

     Change in net unrealized 
      gain/(loss) on securities 
      available for sale.........                                                       8,986     8,986

    Balance, September 30, 1995.. $     363 $ 150,802 $  77,092 $ 575,013 $ (11,724)$  (4,651)$ 786,895

</TABLE>


                                                -7-
<PAGE>
<TABLE>
<CAPTION>

                           STAR BANC CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)
                                   (Dollars in thousands)

                                                                      Nine Months Ended
                                                                      September 30
                                                                      1995        1994

    <S>                                                          <C>         <C>      
    CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income                                                 $  100,733  $    86,183
      Adjustments to reconcile net income to net cash provided                
        by operating activities:
          Depreciation and amortization..........................    23,994       22,965
          Provision for loan losses..............................    19,441       19,392
          Provision for deferred taxes...........................    11,918        1,149
          (Gain)/loss on sale of premises and equipment - net....      (209)        (131)
          (Gain)/loss on sale of securities - net................    (1,187)          (1)
          (Gain)/loss on sale of residential real estate loans...     3,206         (572)
          Proceeds from sale of mortgage loans ..................   113,738      106,659
          Mortgage Loans originated for sale on secondary market.  (138,564)     (67,239)
          Net change in other assets.............................   (91,039)      (7,991)
          Net change in other liabilities........................     4,645       (4,447)
            Total adjustments....................................   (54,057)      69,784
            Net cash provided by operating activities............    46,676      155,967

    CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from maturities of held-to-maturity securities....   150,838      233,530
      Proceeds from maturities of available-for-sale securities..   104,663      296,914
      Proceeds from sales of available-for-sale securities.......   422,791          991
      Purchase of held-to-maturity securities....................   (39,551)  (1,006,422)
      Purchase of available-for-sale securities..................  (168,729)    (397,586)
      Net change in loans........................................  (652,796)    (789,260)
      Proceeds from sales of loans...............................    13,483       17,998
      Proceeds from sales of premises and equipment..............     1,844          986
      Purchase of premises and equipment.........................   (13,161)     (16,074)
      Net change due to acquisition of branches..................   568,488      972,568
        Net cash provided by/(used in) investing activities......   387,870     (686,355)

    CASH FLOWS FROM FINANCING ACTIVITIES:
      Net change in deposits.....................................  (391,614)      15,862
      Net change in short-term borrowings........................   (29,585)     323,866
      Principal payments on long-term debt.......................    (5,470)     (33,390)
      Proceeds from issuance of long-term debt...................        --      147,975
      Proceeds from issuance of common stock.....................     3,374        2,455
      Purchase of treasury stock.................................    (9,363)     (24,810)
      Conversion of preferred stock..............................        (1)          --
      Shares reserved to meet deferred compensation obligations..       936        1,105
      Dividends paid.............................................   (10,476)     (29,974)
        Net cash provided by/(used in) financing activities......  (442,199)     403,089
      Net change in cash and cash equivalents....................    (7,653)    (127,299)
      Cash and cash equivalents at beginning of year.............   486,112      560,534
      Cash and cash equivalents at June 30.......................$  478,459  $   433,235

                                                             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid for three months ended June 30                         1995         1994
        Interest.................................................$  234,509  $   140,878
        Income Taxes.............................................    32,584       41,700
      Noncash transfer of loans to other real estate owned.......     1,238          867

    See Notes to Condensed Consolidated Financial 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, 1994, filed with the
Securities and Exchange Commission. 

     These condensed consolidated financial statements include the
accounts of the Corporation and all 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.


Note 2.  Investment Securities 

The following table summarizes unrealized gains and losses for
held-to-maturity and available-for-sale securities at September 30, 
1995 and December 31, 1994.  (Dollars are in thousands)                  
   
<TABLE>
<CAPTION>

                                     September 30, 1995                   December 31, 1994           

                            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

U.S. Treasuries and
  agencies                $       --  $    --  $    --  $       --  $       -- $  --  $    --  $       --

Mortgage-backed
  securities               1,606,219   17,008   17,339   1,605,888   1,742,165   506   94,493   1,648,178 

Obligations of state and
  political subdivisions      45,685    2,135        4      47,816      21,554   249       25      21,778 

Other debt securities          1,135       --        1       1,134       1,135    --        3       1,132 

  Total held-to-maturity
      securities          $1,653,039  $19,143  $17,344  $1,654,838  $1,764,854  $755  $94,521  $1,671,088


Available-for-Sale

U.S. Treasuries and
  agencies                $   23,286  $   350  $    41  $   23,595  $  117,357  $ 42  $ 1,149  $  116,250 

Mortgage-backed
  securities                 154,863      271       16     155,118     424,461    21   11,469     413,013 

Obligations of state and
  political subdivisions          --       --       --          --          --    --       --          -- 

Other debt securities            187        6       --         193         215    --        6         209 

Federal reserve/FHLB stock
  and other equity 
  securities                  38,230       --       --      38,230      33,619    --       --      33,619 

  Total available-for-sale
      securities          $  216,566  $   627  $    57  $  217,136  $  575,652  $ 63  $12,624  $  563,091 

</TABLE>

                                                  -9-
<PAGE>
     As of September 30, 1995, the Corporation reported a net
unrealized loss of $4.7 million for securities. For the first 
nine months of 1995, the net unrealized gain/(loss) reported as 
a separate component of equity changed from an unrealized loss 
of $13.6 million to an unrealized loss of $4.7 million, increasing 
shareholders' equity $8.9 million.

     The following table presents the amortized cost and fair
value of held-to-maturity and available-for-sale debt securities 
at September 30, 1995.  (Dollars are in thousands)


                                     Amortized        Fair   
Held-to-Maturity                          Cost       Value

One year or less                   $   281,877  $  281,463
After one year through five years      881,752     877,404
After five years through ten years     270,128     272,182
After ten years                        219,282     223,789
     Total                         $ 1,653,039  $1,654,838   


Available-for-Sale

One year or less                   $    31,421  $   31,622
After one year through five years      103,727     103,984
After five years through ten years      35,330      35,384
After ten years                          7,857       7,916
     Total                         $   178,335  $  178,906


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, 1995 
and December 31, 1994.  (Dollars are in thousands)                   
 
                                     September 30,  December 31, 
                                          1995          1994      

 Commercial loans: 
     Corporate loans                    $1,713,031   $1,625,934
     Asset-based lending                   212,029      180,738
     Commercial leasing                    236,946      196,504
     Industrial revenue bonds               39,399       41,176
               Total commercial loans    2,201,405    2,044,352

 Real estate loans: 
     Residential mortgage                1,342,073    1,168,828
     Commercial mortgage                 1,070,878      981,954
     Construction and land development     215,500      227,879
               Total real estate loans   2,628,451    2,378,661

 Retail loans: 
     Installment                         1,392,243    1,310,012
     Credit cards                          301,672      228,673
     Retail leasing                        380,547      287,859
               Total retail loans        2,074,462    1,826,544

     Total loans, net of unearned 
         interest                       $6,904,318   $6,249,557



Note 4. 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, 
                                              1995          1994  

Balance - beginning of period            $  95,979     $  83,156 
  Loans charged-off                        (20,764)      (24,570)
  Recoveries on loans 
    previously charged-off                  11,363        13,021 
      Net charge-offs                       (9,401)      (11,549)

  Provision charged to earnings             19,441        24,372  
Balance - end of period                  $ 106,019      $ 95,979


                              -11-
<PAGE>
Note 5.  Impaired Loans

Effective January 1, 1995, the Corporation adopted Statement of
Financial Accounting Standards No. 114 (SFAS No. 114), as amended 
by Statement of Financial Accounting Standards No. 118 (SFAS 
No. 118), related to accounting by creditors for impairment of 
loans.  SFAS No. 114 requires that impaired loans as defined by
the statement be measured based on (1) the present value of the 
expected future cash flows discounted at the loan's effective 
interest rate, or (2) as a practical expedient, at the loan's 
observable market price or the fair value of the collateral if
the loan is collateral dependent.  When the measure of the impaired 
loan is less than the recorded investment in the loan, a valuation 
allowance is recorded.  The Corporation had previously measured 
the allowance for loan losses on impaired loans using methods 
similar to those prescribed by SFAS No. 114.

     The valuation allowance recorded on impaired loans is
included in the total allowance for loan losses shown in Note 4. 
In addition to the methods prescribed in SFAS No. 114  for 
impaired loans, the adequacy of the total allowance for loan 
losses is based on management's evaluation of several key 

factors, including  the current loan portfolio, current economic
conditions, evaluation of significant problem loans, changes in 
the mix and levels of  various types of loans, past charge-off 
experience and other pertinent information.  There was no 
additional allowance for loan losses required  in 1995 as 
a result of  the adoption of  SFAS No. 114 and No. 118.  

     The following table shows the Corporation's recorded
investment in impaired loans and the related valuation 
allowance, as calculated under SFAS No. 114, at September 30, 
1995. (Dollars are in thousands)

                                    September 30, 1995        
                                    Recorded  Valuation 
                                  Investment  Allowance 

Impaired Loans:
  Valuation allowance required      $  8,803   $ 2,510 
  No valuation allowance required     19,515        --  
     Total impaired loans           $ 28,318   $ 2,510 


     The average recorded investment in impaired loans for the
nine months ended September 30, 1995 was $28 million.  As a 
general policy, the Corporation applies both principal and 
interest payments received on impaired loans as a reduction of 
principal.  The Corporation recognized $68,000 in interest 
income on impaired loans in the first nine months of 1995. 


                              -12-
<PAGE>
Note 6. Income Tax

The components of the net deferred tax asset/(liability)
included in the Corporation's consolidated balance sheets at 
September 30, 1995 and December 31, 1994 are shown in the 
following table. (Dollars are in thousands)

                                     September 30, December 31, 
                                             1995         1994    

Allowance for loan losses               $  37,377     $ 33,151 
Deferred loan fees                          1,892        2,313 
Deferred compensation                       2,388        1,825 
Unrealized loss on securities               2,504        7,343 
Intangible asset amortization                 512          543 
Other                                       3,055        2,656 
    Total deferred tax asset               47,728       47,831 

Leased assets                             (49,033)     (32,206)
Pension liabilities                        (4,842)      (4,511)
Fixed asset depreciation                   (4,406)      (4,444)
Purchase accounting/intangible assets      (1,694)      (1,508)
Other                                      (1,191)      (1,516)
     Total deferred tax liability         (61,166)     (44,185)
     Net deferred tax asset/(liability) $ (13,438)    $  3,646 


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


Note 7. Noninterest Income and Other Noninterest Expense

The following are included in other service charges and fees, and
all other income for the three months and nine months ended 
September 30, 1995 and 1994. (Dollars are in thousands)

                          Three Months       Nine Months     
                          1995     1994     1995     1994 

Credit card fees        $ 3,904  $ 3,258  $10,944  $ 8,978
ATM fees                  2,073    1,319    5,574    3,573
Mortgage banking income  (2,195)   1,023     (330)   3,284


The following are included in all other expense for the three
months and nine months ended September 30, 1995 and 1994.

                          Three Months       Nine Months  
                          1995     1994     1995     1994 

FDIC insurance          $   492  $ 3,217  $ 8,350  $ 9,875
Amortization of 
  intangible assets       3,939    1,640    9,878    4,586
Outside processing 
  services                2,563    2,412    7,649    7,143
Marketing                 3,074    1,769    7,099    6,092
State taxes               2,239    2,429    6,703    7,225


                              -13-
<PAGE>
Note 8.  Acquisitions

On July 15, 1995, Star Bank, N.A. ("the Bank"), the lead bank of
the Corporation, purchased 24 Columbus area branch offices of the 
Ohio division of Household Bank, f.s.b.  This transaction was 
accounted for as a purchase, and accordingly, all assets acquired 
and liabilities assumed were recorded at fair value.  In purchasing 
these branches, the Bank  received $564 million in cash and $645
million in deposits for a premium of 9.75 percent of deposits or 
approximately $64 million. The allocation of the purchase price 
has not been completed at this time.


Note 9. Mortgage Servicing Rights

In May 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 122 (SFAS 
No. 122) "Accounting for Mortgage Servicing Rights, an 
amendment of FASB  Statement No. 65."  SFAS No. 122 requires
a mortgage banking enterprise to capitalize mortgage servicing 
rights on originated mortgage loans, when the underlying 
loans are sold or securitized and servicing is retained.  
A mortgage banking enterprise that acquires mortgage servicing 
rights through either the purchase or origination of mortgage 
loans and sells or securitizes those loans with servicing rights 
retained should allocate the total cost of the mortgage
loans to the mortgage servicing rights and the loans 
(excluding the servicing rights) based on their relative 
fair values.  SFAS No. 122 also requires that capitalized
servicing rights are assessed based on the fair value of those 
rights.  Capitalized mortgage servicing rights should 
be stratified based upon one or more of the predominant risk
characteristics of the underlying loans and impairment should 
be recognized through a valuation allowance for each impaired 
stratum.

     Adoption of SFAS No. 122 is required for fiscal years
beginning after December 15, 1995 and is applied prospectively 
to transactions in which mortgage loans are sold or securitized 
with servicing rights retained and to impairment valuations of 
all capitalized mortgage servicing rights.  The adoption of 
SFAS No. 122 in 1996,  is not expected to have a material impact 
on the Corporation's financial condition or results of 
operations.


Note 10. Stock Options

In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 (SFAS 
No. 123) "Accounting for Stock-Based Compensation."  

SFAS No. 123 defines a fair value based method of accounting for
employee stock options, under which compensation cost is 
measured at the grant date based on the value of the award and is 
recognized over the vesting period.  SFAS No. 123 encourages 
adoption of this method of accounting for all employee stock 
compensation plans, however; it also allows an entity to 
continue to measure compensation cost for those plan as 
prescribed in APB Opinion No. 25 "Accounting for Stock Issued to
Employees."  If a company elects to remain with APB No. 25, 
pro forma disclosures of net income and earnings per share 

must be made as if fair value based accounting, as defined by
SFAS No. 123, had been applied.

     At this time the Corporation expects to remain with its 
current method accounting for stock based compensation.  The 
disclosure requirements of SFAS No. 123 will be adopted as 
required for financial statements beginning in 1996.


                              -14-





<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, was $34,197,000, a 14.7 percent
increase over the third quarter of 1994.  Net income for the
first nine months of 1995 was $100,733,000 a 16.9 percent
increased compared to 1994.  Primary and fully diluted earnings
per share were $1.14 for the third quarter of 1995, compared to
$1.00 and $0.99, respectively, for the third quarter of 1994. 
These amounts represent increases of 14.0 percent and 15.2
percent on primary and fully diluted earnings per share,
respectively.  For the first nine months of 1995, earnings per
share was $3.35 on a primary basis and $3.34 fully diluted. 
This represents an increase over 1994 of 16.3 percent on a
primary basis and 17.6 percent on a fully diluted basis. 

     Earnings results for the third quarter and first nine months
of 1995 reflect increases in net interest income and noninterest
income partially offset by an increase in noninterest expenses
as a result of recent acquisitions.  Included in the third
quarter of 1995 was a $3.8 million refund of deposit insurance
premiums from the FDIC.  In addition, the Corporation
transferred $118 million of residential real estate loans from
the mortgage portfolio to held-for-sale loans resulting in a
$2.8 million loss for the quarter.  Also included in the third
quarter was approximately $1.0 million in additional expenses
related to the introduction and development of new retail
banking products.

     Return on average assets was 1.43 percent for the third
quarter and 1.44 percent for the first nine months of 1995,
relatively flat compared to the same periods in 1994.  Return
on average equity increased to 17.21 percent for the third 
quarter and 17.54 percent for the first nine months of 1995
compared to 16.80 percent and 16.56 percent, respectively, for
the same periods in 1994.

     On July 15, 1995,  Star Bank, N.A. , the lead bank of the
Corporation, acquired 24 Columbus area branch offices of the
Ohio division of Household Bank, f.s.b.  This transaction was
accounted for as a purchase, and accordingly, the assets
acquired and liabilities assumed were recorded at estimated fair
value.  In purchasing these branch offices, the Bank received 
$564 million in cash and acquired $645 million in deposits for a
premium of approximately $64 million. 

     On September 17, 1994, Star Bank, N.A., ("the Bank") acquired
47 former TransOhio Federal Savings Bank branch offices located
in the Cleveland and Akron, Ohio areas from the Resolution Trust
Corporation.  The Bank acquired $1.1 billion in deposits for a
premium of $122 million in this transaction.


Financial Condition

Total assets at September 30, 1995, amounted to $9.73 billion
compared to $9.39 billion at December 31, 1994.  The increase in
total assets was due to continued strong loan growth throughout
1995, in addition to the acquisition of the Household branch
offices. Total loans, net of unearned interest, increased $655
million to $6.90 billion at September 30, 1995,  compared to
$6.25 billion at December 31, 1994. The corporation has
experienced strong increases in loan volumes for most lending
areas in 1995.  Total loans, net of unearned interest, have
increased at an annualized rate of 14.0 percent in the first
nine months of 1995.  Through September 30, 1995, commercial
loans increased $157 million, real estate loans increased $250
million and retail loans were up $248 million.


                              -15-
<PAGE>
     Investment securities declined $458 million to $1.87 billion
at September 30, 1995, compared to $2.33 billion at December 31,
1994. This decrease was due to the sale of $375 million in
mortgage-backed securities in the first quarter, in addition to
sales of $31 million in mortgaged-backed securities and $17
million of U.S. Treasuries in the second quarter of 1995, and
maturities and paydowns of mortgage-backed securities.  All
security sales were from the Corporation's available-for-sale
portfolio.  The proceeds of these sales were used to pay down
higher cost borrowings.  Also in the third quarter of 1995,
the Corporation used a portion of the proceeds from the
Household acquisition to purchase $175 million in
mortgage-backed securities.  

     As of September 30, 1995, the Corporation's investment
securities portfolio included $1.65 billion in securities
classified as held-to-maturity, a decline of $112 million from
December 31, 1994.  There was $217 million in securities
classified as available-for-sale at September 30, 1995, a
decline of $346 million from December 31, 1994.  

     Deposits increased $253 million to $7.62 billion at
September 30, 1995, from $7.36 billion at December 31, 1994.
This increase was the result of the purchase of $645 million
in deposits and 24 branch offices from Household Bank in the
third quarter.  Excluding the Household acquisition, deposits
decreased $400 million, as foreign deposits $100,000 and over
declined $216 million and savings and NOW accounts were down 
$187 million.  Foreign deposits declined in the first nine
months of 1995 due primarily to reduction in funding needs as a
result of the sale of investment securities and the Household
acquisition. The Corporation also noted customers continuing to
shift funds from savings and NOW accounts and certificates of
deposit into money market accounts, and nonbank financial
products in 1995.  As a result of this movement of customer
funds, excluding the Household acquisition, money market deposit
accounts increased $89 million or 13.7 percent in the first nine
months of 1995.


Results of Operations 

Net interest income, the Corporation's principal source of
earnings, increased $9.5 million in the third quarter and $26.7
million for the first nine months of 1995.  This represents
increases of 10.8 percent in the third quarter and 10.5 percent
for the first nine months of 1995, compared to the same periods
in 1994.  These increases were due to an increase in the level
of average interest-earning assets, primarily loans, and a shift
from borrowed funds to less expensive core deposits.  Average
earning assets were up $1.17 billion or 15.9% in the first nine
months of 1995 with average loans increasing $985 million or
17.6 percent, compared to 1994. The increase in net interest
income due to the higher loan and earning asset levels was
partially offset by a decline in spreads between the rates
received on earning assets relative to rates paid on
interest-bearing liabilities in 1995, compared to 1994. 

     Net interest margin declined 7 basis points to 4.53 percent
in the third quarter of 1995, compared to 4.60 percent for the
same period in 1994.  Net interest margin for the first nine
months of 1995 declined 22 basis points compared to the prior
year.  The decline in net interest margin was caused by rates on
interest bearing liabilities rising faster than rates on
interest earning assets throughout 1994 and into 1995.  In
addition, the TransOhio acquisition has compressed the net
interest margin for 1995, compared to 1994, as the proceeds
received were invested in securities which have lower yields
than the average yields of the Corporation's assets.   


                              -16-
<PAGE>
     The Corporation's net interest margin has begun to rebound
in 1995, with increases in the second and third quarters of
1995.  The recent increases in net interest margin are due to
an improvement in the mix of interest earning assets, as the
continued strong loan growth has been funded by maturities and
sales of lower yielding securities. In addition, with the
Household acquisition in the third quarter of 1995, there has
been a shift in funding sources from borrowed funds to less
expensive core deposits.  Table 1 provides detailed information
as to the average balances, interest income/expense and rates
earned or paid by major balance sheet category.

     Excluding the write-down from transferring residential real
estate loans into the held-for-sale category, noninterest income
was $34.9 million for the third quarter of 1995, an increase of
$6.2 million or 21.8 percent, from $28.6 million for the same
period of 1994.  Service charges on deposits increased $2.0
million or 22.2 percent for the third quarter, due in part to
the TransOhio acquisition.  Other areas recognizing increases
for the third quarter included ATM fees, credit card fees and
trust income which were up 57.2, 19.8 and 18.0 percent,
respectively, compared to the same period in 1994.  For the
first nine months of 1995, noninterest income has increased
$15.4 million or 17.9 percent, compared to the prior year.  This
increase was also led by service charges on deposits, ATM fees,
credit card fees and trust income.  Included in 1995 are net
gains on sales of securities of $1.2 million.  Excluding the net
securities gains, noninterest income increased $14.2 million or
16.5 percent in 1995, compared to the same period in 1994.

     Noninterest expense totaled $70.4 million in the third
quarter of 1995, an 11.1 percent increase from the same period of
1994. Included in the third quarter of 1995, was a $3.8 million 
refund of deposit insurance premiums from the FDIC.  Excluding 
the FDIC refund, noninterest expense increased 17.1 percent to 
$74.2 million in the third quarter of 1995, compared to the same
period in 1994.  This increase in noninterest expenses was due
primarily to the TransOhio and Household acquisitions. 
Additional expenses included in 1995 related to these
acquisitions include salaries, occupancy, FDIC insurance, 
equipment, supplies and amortization of intangibles.  Also
contributing to this increase was additional expenses as a
result of new retail banking products and services.  

     The Corporation's noninterest expense ratio remained flat at
54.2 percent in the third quarter of 1995, compared to the third
quarter of 1994, as the increase in expense levels related to
the TransOhio and Household acquisitions was partially offset by
the FDIC refund.  For the first nine months of 1995, the
noninterest expense ratio decreased 42 basis points to 54.64
percent.  The improvement in the noninterest expense ratio in
1995 is primarily a result of growth in revenues, continued
strong loan growth and stringent expense controls.  The
efficiency ratio is expected to trend lower in future quarters
as the integration of the Household offices is completed,
providing additional cost savings and revenue enhancements.

     The Corporation's effective tax rate amounted to 33.3
percent for the three months and nine months ended September 30, 
1995.  This compares to an effective tax rate of 34.7 percent for 
the same periods of 1994.  The decline in the effective rate for
1995 is due to tax benefits received from Corporate and Bank
owned life insurance programs established in the beginning of
1995, in addition to tax benefits recorded on limited
partnership investments of the parent company.


                              -17-
<PAGE>
<TABLE>
<CAPTION>

    TABLE 1 AVERAGE BALANCE SHEETS AND AVERAGE RATES
    (dollars in thousands)


                                                  Third Quarter, 1995                Third Quarter, 1994
                                               Daily                Average       Daily                Average
                                              Average   Interest     Rate        Average   Interest     Rate
    <S>                                     <C>        <C>           <C>       <C>        <C>           <C>
    ASSETS:
    Commercial loans........................$2,173,825 $  50,014     9.14 %    $1,893,422 $  40,299     8.45 %
    Real estate loans....................... 2,598,568    55,555     8.54       2,241,441    44,044     7.85
    Retail loans............................ 2,020,896    46,462     9.15       1,682,933    35,942     8.50
         Total loans........................ 6,793,289   152,031     8.91       5,817,796   120,285     8.23
    Taxable investment securities........... 1,823,326    30,112     6.60       1,750,710    22,891     5.23
    Non-taxable investment securities.......     9,725       203     8.36          28,424       536     7.69
    Federal funds sold and securities       
      purchased under agreements to resell..    11,927       181     6.01          44,203       528     4.74
    Interest bearing deposits in banks......       100         1     4.96          23,691       300     5.01
         Total interest earning assets...... 8,638,367 $ 182,528     8.42 %     7,664,824 $ 144,540     7.52 %
    Cash and due from banks.................   421,757                            366,536
    Allowance for loan losses...............  (105,429)                           (91,219)
    Other assets............................   553,164                            287,853
         Total assets.......................$9,507,859                         $8,227,994


    LIABILITIES AND SHAREHOLDERS' EQUITY:
    Savings and NOW.........................$1,979,896 $  11,225     2.25 %    $1,808,357 $   9,743     2.14 %
    Money market deposit accounts...........   845,441     8,163     3.83         732,335     5,035     2.73
    Time deposits $100,000 and over.........   437,488     6,485     5.88         381,229     4,422     4.60
    Time deposits under $100,000............ 3,004,167    43,739     5.78       2,131,427    23,933     4.45
    Short-term borrowings...................   921,731    12,370     5.32       1,062,282    11,147     4.16
    Long-term debt..........................   161,418     2,815     6.92         166,841     2,051     4.88
         Total interest bearing liabilities. 7,350,141 $  84,797     4.58 %     6,282,471 $  56,331     3.55 %
    Noninterest bearing deposits............ 1,215,089                          1,038,448
    Other liabilities.......................   154,405                            203,176
    Shareholders' equity....................   788,224                            703,899
         Total liabilities and
           shareholders' equity.............$9,507,859                         $8,227,994


    Net interest margin.....................                         4.53 %                             4.60 %
    Interest rate spread....................                         3.84                               3.97

    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 for 1995 and 1994.  
           The total of nonaccruing loans is included in average amount outstanding. Yields on available-for-sale
           securities are calculated based on average amortized historical cost balances.

</TABLE>


                                                      -18-
<PAGE>
<TABLE>
<CAPTION>

    TABLE 2 AVERAGE BALANCE SHEETS AND AVERAGE RATES
    (dollars in thousands)


                                                   Nine Months, 1995                  Nine Months, 1994
                                                Daily               Average        Daily               Average
                                               Average   Interest    Rate         Average   Interest    Rate
    <S>                                      <C>        <C>           <C>       <C>        <C>          <C>
    ASSETS:
    Commercial loans........................ $2,143,588 $ 148,133     9.24 %    $1,851,946 $ 112,725     8.14 %
    Real estate loans.......................  2,507,483   157,709     8.39       2,155,328   126,531     7.83
    Retail loans............................  1,925,784   128,935     8.94       1,584,310   100,164     8.45
         Total loans........................  6,576,855   434,777     8.83       5,591,584   339,420     8.11
    Taxable investment securities...........  1,939,150    94,186     6.48       1,701,956    64,576     5.06
    Non-taxable investment securities.......     14,483       786     7.24          29,354     1,785     8.23
    Federal funds sold and securities       
      purchased under agreements to resell..     13,747       655     6.37          36,873     1,145     4.20
    Interest bearing deposits in banks......        100         4     4.74          14,094       457     4.15
         Total interest earning assets......  8,544,335 $ 530,408     8.29 %     7,373,861 $ 407,383     7.38 %
    Cash and due from banks.................    404,716                            361,093
    Allowance for loan losses...............   (102,612)                           (88,646)
    Other assets............................    516,471                            273,335
        Total assets........................ $9,362,910                         $7,919,643


    LIABILITIES AND SHAREHOLDERS' EQUITY:
    Savings and NOW......................... $1,961,226 $  32,762     2.23 %    $1,807,142 $  28,336     2.10 %
    Money market deposit accounts...........    728,907    19,550     3.59         727,818    13,681     2.51
    Time deposits $100,000 and over.........    488,670    21,444     5.87         362,156    11,353     4.19
    Time deposits under $100,000............  2,914,644   122,066     5.60       2,058,163    66,193     4.30
    Short-term borrowings...................  1,056,153    43,501     5.51         940,644    25,079     3.56
    Long-term debt..........................    164,671     8,327     6.76         151,364     6,908     6.10
         Total interest bearing liabilities.  7,314,271 $ 247,650     4.53 %     6,047,287 $ 151,550     3.35 %
    Noninterest bearing deposits............  1,144,153                          1,047,397
    Other liabilities.......................    136,492                            129,265
    Shareholders' equity....................    767,994                            695,694
         Total liabilities and
           shareholders' equity............. $9,362,910                         $7,919,643


    Net interest margin.....................                          4.41 %                             4.63 %
    Interest rate spread....................                          3.76                               4.03

    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 for 1995 and 1994.  
           The total of nonaccruing loans is included in average amount outstanding.  Yields on available-for-sale 
           securities are calculated based on average amortized historical cost balances.

</TABLE>

                                                      -19-
<PAGE>
Asset Quality

As of  September 30, 1995, the allowance for loan losses was
$106.0 million or 1.54 percent of loans, net of unearned
interest.  This compares to an allowance of $96.0 million or
1.54 percent of loans, net of unearned interest, at December 31,
1994.  The allowance as a percentage of nonperforming loans has
continued to improve, increasing to 310.4 percent at September
30, 1995, compared to 272.3 percent at December 31, 1994.  

     Table 3 provides a summary of activity in the allowance for
loan losses account by type of loan.  As shown in that table,
net charge-offs totaled $4.3 million in the third quarter of
1995, up from $2.6 million for the same period a year earlier. 
Net charge-offs for the first nine months of 1995 were $9.4
million, down slightly from $9.8 million for the same period in
1994.  Annualized net charge-offs as a percentage of average
outstanding loans have remained at historically low levels at
0.25 percent for the third quarter and 0.19 percent for the
first nine months of 1995.  This compares to 0.18 percent and
0.23 percent, respectively, for the same periods in 1994.

     The increase in net charge-offs in the third quarter of 1995
was primarily in the retail loan area led by credit card
charge-offs.  For the nine months ended September 30, 1995, net
charge-offs have declined $351,000, compared to 1994.  The most
significant decrease was in the commercial loan area due in part
to a large recovery received in 1995.  

     As shown in Tables 4 and 5, the Corporation's nonperforming
assets have remained at historically low levels in 1995. 
Nonperforming assets have declined $7.2 million to $37.6 million
at September 30, 1995, compared to September 30, 1994. 
Nonperforming assets have also declined slightly from December
31, 1994, levels.  The percentage of nonperforming loans to
end-of-period loans has continued to decline in 1995, 
decreasing to 0.49 percent at September 30, 1995, compared to
0.68 percent at September 30, 1994, and 0.56 percent at December
31, 1994.   Loans past-due 90 days or more and still accruing
interest decreased $906,000 in the first nine months of 1995,
and $2.3 million compared to September 30, 1994.  This decrease
also occurred within the commercial loan and commercial real
estate portfolios.

     Effective January 1, 1995, the Corporation adopted Statement
of Financial Accounting Standards No. 114 (SFAS No. 114), as
amended by Statement of Financial Accounting Standards No. 118
(SFAS No. 118), related to accounting by creditors for
impairment of loans.  SFAS No. 114 requires that impaired loans
as defined by the statement be measured based on (1) the
present value of the expected future cash flows discounted at
the loan's effective interest rate, or (2) as a practical
expedient, at the loan's observable market price or the fair
value of the collateral if the loan is collateral dependent. 
When the measure of the impaired loan is less than the recorded
investment in the loan, a valuation allowance is recorded.  The
Corporation had previously measured the allowance for loan
losses on impaired loans using methods similar to those
prescribed by SFAS No. 114.


                              -20-
<PAGE>
     The specific valuation allowance recorded on impaired loans
is included in the total allowance for loan losses.  In addition 
to the methods prescribed in SFAS No. 114 for 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. It is management's opinion that the allowance for loan
losses at September 30, 1995, was adequate to absorb all
anticipated losses in the loan portfolio as of that date.

     The  recorded investment in impaired loans at September 30,
1995, was $28.3 million with a related valuation allowance
calculated under SFAS No. 114 of $2.5 million.  There was no
additional allowance for loan losses required in 1995 as a
result of the adoption of SFAS No. 114 and No. 118. 


                              -21-
<PAGE>
<TABLE>
<CAPTION>

    TABLE 3 SUMMARY OF LOAN LOSS EXPERIENCE
    (Dollars in thousands)

 
                                               Third Quarter            Nine Months
                                              1995        1994        1995        1994

    <S>                                  <C>         <C>         <C>         <C>       
    Average loans - net of unearned
      interest.......................... $ 6,793,289 $ 5,817,796 $ 6,576,855 $ 5,591,584

    Allowance for loan losses:

      Balance - beginning of period..... $   103,039 $    88,307 $    95,979 $    83,156

      Charge-offs:

        Commercial......................      (2,461)     (2,621)     (9,532)     (8,896)

        Real estate.....................        (104)       (225)     (1,273)       (905)

        Retail..........................      (4,122)     (2,878)     (9,959)     (9,453)

          Total charge-offs.............      (6,687)     (5,724)    (20,764)    (19,254)

      Recoveries:

        Commercial......................         569       1,154       4,959       3,009

        Real estate.....................          68         139       1,011         685

        Retail..........................       1,742       1,820       5,393       5,808

          Total recoveries..............       2,379       3,113      11,363       9,502

            Net charge-offs.............      (4,308)     (2,611)     (9,401)     (9,752)

      Provision charged to earnings.....       7,288       7,100      19,441      19,392


      Balance - end of period........... $   106,019 $    92,796 $   106,019 $    92,796




    Ratio of net charge-offs to average
      loans - net of unearned interest..        0.25%       0.18%       0.19%       0.23%


</TABLE>


                                          -22-
<PAGE>
<TABLE>
<CAPTION>

    TABLE 4 NONPERFORMING ASSETS
    (Dollars in thousands)



                                    September 30,    December 31,    September 30,
                                        1995            1994             1994

    <S>                             <C>              <C>             <C>         
    Loans on nonaccrual status..... $      34,066    $     34,990    $      40,650

    Loans which have been
      renegotiated.................            89             261              273


      Total nonperforming loans....        34,155          35,251           40,923

    Other real estate owned........         3,484           2,793            3,876


      Total nonperforming assets... $      37,639    $     38,044    $      44,799


    Percentage of nonperforming
      loans to loans* .............          0.49%           0.56%            0.68%


    Percentage of nonperforming
      assets to loans* and other
      real estate owned............          0.54%           0.61%            0.74%



    Loans past due 90 days
      or more...................... $       7,358    $      8,264    $       9,612


    *  Net of unearned interest.

</TABLE>


                                         -23-
<PAGE>
<TABLE>
<CAPTION>

TABLE 5 COMPOSITION OF NONPERFORMING LOANS
(Dollars in thousands)


                       September 30, 1995                           December 31, 1994            
                                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............ $18,942   $89  $19,031   1.09 %   $  408    $20,813   $261  $21,074   1.26 %  $1,213
                                                    
  Asset-based lending..      --    --       --     --         --         --     --       --     --        --

  Commercial leasing...     234    --      234   0.10         --         25     --       25   0.01        --

    Total commercial
      loans............  19,176    89   19,265   0.87        408     20,838    261   21,099   1.03     1,213

Real estate loans:

  Residential..........   4,367    --    4,367   0.33      2,969      4,431     --    4,431   0.38     1,906

  Commercial mortgage..   8,284    --    8,284   0.77      1,078      8,268     --    8,268   0.84     2,090

  Construction/land 
    development........     404    --      404   0.19      1,017        404     --      404   0.18     1,446

    Total real estate
      loans............  13,055    --   13,055   0.50      5,064     13,103     --   13,103   0.55     5,442

Retail loans:

  Installment..........   1,016    --    1,016   0.07        553        651     --      651   0.05       801

  Credit cards.........     746    --      746   0.25      1,333        297     --      297   0.13       765

  Retail leasing.......      73    --       73   0.02         --        101     --      101   0.04        43

    Total retail loans.   1,835    --    1,835   0.09      1,886      1,049     --    1,049   0.06     1,609

    Total loans........ $34,066   $89  $34,155   0.49 %   $7,358    $34,990   $261  $35,251   0.56 %  $8,264

</TABLE>


                                                                 -24-

<PAGE>
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 each banking subsidiary can
borrow, subject to the Corporation's ability to borrow funds in
the capital markets in an efficient and cost effective manner. 
The Corporation's lead bank, Star Bank N.A. ("the Bank"), is a
member of the Federal Home Loan Bank of Cincinnati, and in
1995 began issuing national market retail certificates of
deposits.  In 1994, the Bank prepared an offering circular in
order to issue bank notes of up to $500 million with terms that
can vary from 30 days to 30 years.  Currently, the Bank has not
issued any notes under this offering circular.  In addition to
these funding alternatives, the Corporation maintains a presence
in the national fed funds, repurchase agreement, certificate of
deposit and Eurodollar markets.

     In the first quarter of 1995, the Bank began issuing retail
brokered certificates of deposit, with $50 million outstanding
at September 30, 1995.  In the third quarter of 1995, the
Corporation prepared a private placement memorandum in order to
issue commercial paper notes up to a maximum aggregate amount of
$100 million, with maturities up to 270 days.  The proceeds of
the notes from the commercial paper program will be used for
general corporate purposes and to provide funding to Star Banc
Finance Inc.  There is currently $17 million in commercial
paper outstanding at September 30, 1995.  The Corporation's
consolidated long-term debt, which includes senior and
promissory notes, declined $5.3 million to $161 million at
September 30, 1995.  The decrease in long-term debt was due to
scheduled principal payments.

     Total shareholders' equity increased $69 million in the first
nine months to $787 million at September 30, 1995.  The
Corporation also raised its quarterly dividend rate per common
share from $0.35 in 1994 to $0.40 in 1995, a 14.0 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, 1995, were
7.73 percent and 11.01 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 8.66 percent and 12.16 percent at December 31, 1994. 
Regulatory authorities have also established a minimum adjusted
equity-to-average quarterly assets ("leverage") ratio of 3.00
percent.  As of  September 30, 1995, the Corporation's leverage
ratio was 6.10 percent compared to 6.27 percent at December 31,
1994.  The decline in the Corporation's regulatory capital
ratios in the third quarter of 1995 was primarily a result of
the acquisition of the Household branch offices, which added
approximately $250 million in assets, including $65 million in
intangible assets, without any addition to the Corporation's
capital.  The Corporation and each of its subsidiary banks
maintain risk-based and leverage capital ratios within the "well
capitalized" category as defined by the FDIC.  

     In 1994, the board of directors of the Corporation approved a
common stock buyback program to purchase up to one million
shares of common stock over the next three years.  The
repurchased shares are held as treasury shares for reissue in
connection with conversion of preferred shares, employee stock
options and other corporate purposes.  Through September 30,
1995, the Corporation has repurchased 836,000 shares, of which
147,000 had not yet been reissued.


                              -25-
<PAGE>
     As shown in the Condensed Consolidated Statements of Cash
Flows, cash and cash equivalents decreased $8 million in the
first nine months of 1995, compared to a decline of $127 million
for the same period in 1994.  Cash flows provided by operating
activities amounted to $47 million for the nine months ended
September 30, 1995 compared to $156 million for the same period
in 1994.  The decrease was attributable to a $50 million 
investment in bank owned life insurance in the first quarter of
1995, in addition to a $64 million net change in mortgage loans
held for sale in the first nine months of 1995, compared to the
same period in 1994.  

     Investing activities provided $388 million in cash flows in the
first nine months of 1995, compared to a use of $686 million in
the first nine months of 1994.  This change was due to the
reduction of the investment securities portfolio in 1995 as a
result of security sales and maturities, in addition to the cash
received from the acquisition of the Household branch offices. 
The funds provided by the security sales and maturities were
used to  fund loan growth, reduce the level of short-term
borrowings and replace funding previously provided by national
market deposit sources.  Cash flows used in financing
activities were $442 million in the first nine months of 1995 as
a result of the decline in deposit and borrowing levels in
1995, compared to increases in deposits and borrowings in 1994.


Recently Issued Accounting Standards

In May 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 122 (SFAS No.
122) "Accounting for Mortgage Servicing Rights, an amendment of
FASB Statement No. 65."  Management anticipates adopting SFAS No.
122 in 1996 as is required.  Additional information on SFAS No.
122 is shown in Note 8 of the Notes to Condensed Consolidated
Financial Statements.

     In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123 (SFAS
No. 123) "Accounting for Stock-Based Compensation."  The
disclosure requirements of SFAS No. 123 will be adopted in 1996.
Additional information on SFAS No. 123 is shown in Note 9 of
the Notes to Condensed Consolidated Financial Statements.


                              -26-
<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)  There were no Current Reports on Form 8-K filed by the
           Corporation during the third quarter of 1995.


                                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 14, 1995                          /s/ Jerry A. Grundhofer
 -------------------                       ---------------------------
      Date                                    Jerry A. Grundhofer
                                              Chairman, President, and Chief
                                              Executive Officer  




  November 14, 1995                          /s/ David M. Moffett
 -------------------                       ----------------------------
      Date                                    David M. Moffett
                                              Executive Vice President   
                                              and Chief Financial Officer



                                      -27-