FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended             June 30, 1999
                               ----------------------------------------------

                                       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 No. 0-27868

                        FIDELITY FINANCIAL OF OHIO, INC.
             (Exact name of registrant as specified in its charter)

           Ohio                                              31-1455721
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

5535 Glenway Avenue
Cincinnati, Ohio                                                45238
(Address of principal                                         (Zip Code)
executive office)

Registrant's telephone number, including area code: (513) 922-5959

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 ____

As of August 12, 1999,  the latest  practicable  date,  9,125,406  shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 18 pages

<PAGE>


                        Fidelity Financial of Ohio, Inc.

                                      INDEX

                                                                         Page

PART I   - FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition                   3

           Consolidated Statements of Earnings                              4

           Consolidated Statements of Comprehensive Income                  5

           Consolidated Statements of Cash Flows                            6

           Notes to Consolidated Financial Statements                       8

           Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                                      10

           Quantitative and Qualitative Disclosures About
           Market Risk                                                     16


PART II  - OTHER INFORMATION                                               17

SIGNATURES                                                                 18



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                           June 30,        December 31,
         ASSETS                                                                                1999                1998
                                                                                                             (Restated)
<S>                                                                                           <C>                 <C>
Cash and due from banks                                                                    $  4,564            $  5,385
Interest-bearing deposits in other financial institutions                                     8,517              23,315
                                                                                            -------             -------
         Cash and cash equivalents                                                           13,081              28,700

Investment securities available for sale - at market                                         15,686                 838
Investment securities held to maturity- at cost, approximate market value of
  $7,191 at December 31, 1998                                                                    -                7,079
Mortgage-backed securities available for sale - at market                                    52,152              29,432
Mortgage-backed securities held to maturity - at cost, approximate market value of
  $23,073 and $38,200 at June 30, 1999 and December 31, 1998, respectively                   23,157              38,234
Loans receivable - net                                                                      668,322             675,807
Loans held for sale - at lower of cost or market                                              1,434                 236
Office premises and equipment - at depreciated cost                                          12,348              12,876
Real estate acquired through foreclosure                                                        204                  32
Federal Home Loan Bank stock - at cost                                                        7,427               7,176
Accrued interest receivable on loans                                                          4,064               3,521
Accrued interest receivable on mortgage-backed securities,
  investment securities and other                                                               597                 537
Cash surrender value of life insurance                                                        1,714               1,073
Prepaid expenses and other assets                                                             1,616               1,683
Goodwill and other intangible assets, net of accumulated amortization                         6,738               7,124
Prepaid federal income taxes                                                                     11                 316
                                                                                            -------             -------

         Total assets                                                                      $808,551            $814,664
                                                                                            =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $607,668            $629,158
Advances from the Federal Home Loan Bank                                                     97,972              78,752
Advances by borrowers for taxes and insurance                                                   998               3,592
Accrued interest and other liabilities                                                        4,134               3,490
Deferred federal income taxes                                                                   517               1,372
                                                                                            -------             -------
         Total liabilities                                                                  711,289             716,364

 Stockholders' equity
  Preferred stock - authorized, 5,000,000 shares at $.10 par value; none issued                  -                   -
  Common stock - authorized, 15,000,000 shares at $.10 par value; 9,125,406 and
    9,093,684 shares issued and outstanding at June 30, 1999 and December 31, 1998              912                 909
  Additional paid-in capital                                                                 54,655              54,434
  Retained earnings - restricted                                                             43,852              44,906
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,558)             (1,633)
  Less shares acquired for stock benefit plans                                                 (256)               (314)
  Unrealized loss on securities designated as available for sale,
    net of related tax effects                                                                 (343)                 (2)
                                                                                            -------             -------
         Total stockholders' equity                                                          97,262              98,300
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $808,551            $814,664
                                                                                            =======             =======

</TABLE>

                                        3


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                   For the three and six months ended June 30,
                        (In thousands, except share data)


                                                                            Six months ended         Three months ended
                                                                                June 30,                    June 30,
                                                                            1999         1998           1999       1998
                                                                                   (Restated)                (Restated)
<S>                                                                        <C>         <C>              <C>        <C>
Interest income
  Loans                                                                  $25,610      $26,783        $12,686    $13,299
  Mortgage-backed securities                                               1,978        2,287            996      1,251
  Investment securities                                                      298          417            168        210
  Interest-bearing deposits and other                                        714          964            321        433
                                                                          ------       ------         ------     ------
         Total interest income                                            28,600       30,451         14,171     15,193

Interest expense
  Deposits                                                                13,452       15,649          6,646      7,678
  Borrowings                                                               2,460        2,518          1,252      1,345
                                                                          ------       ------         ------     ------
         Total interest expense                                           15,912       18,167          7,898      9,023
                                                                          ------       ------         ------     ------

         Net interest income                                              12,688       12,284          6,273      6,170

Provision for losses on loans                                                175          247            100        152
                                                                          ------       ------         ------     ------

         Net interest income after provision for losses on loans          12,513       12,037          6,173      6,018

Other income
  Gain on sale of investment and mortgage-backed securities                   -           104             -          42
  Gain (loss) on sale of loans                                                 6           89            (26)        29
  Gain (loss) on sale of real estate acquired through foreclosure             (2)         (19)            11        (19)
  Gain on sale of office premises and equipment                               11           84             -          -
  Other operating                                                            904          990            443        489
                                                                          ------       ------         ------     ------
         Total other income                                                  919        1,248            428        541

General, administrative and other expense
  Employee compensation and benefits                                       5,394        3,591          1,758      1,835
  Occupancy and equipment                                                  1,392        1,108            550        532
  Federal deposit insurance premiums                                         176          198             90         95
  Franchise taxes                                                            606          450            296        181
  Amortization of goodwill and other intangible assets                       386          414            193        207
  Data processing                                                            792          414             49        190
  Other operating                                                          2,787        1,247            535        590
                                                                          ------       ------         ------     ------
         Total general, administrative and other expense                  11,533        7,422          3,471      3,630
                                                                          ------       ------         ------     ------

         Earnings before income taxes                                      1,899        5,863          3,130      2,929

Federal income taxes
  Current                                                                  1,769        1,818          1,218        825
  Deferred                                                                  (688)         268           (126)       214
                                                                          ------       ------         ------     ------
         Total federal income taxes                                        1,081        2,086          1,092      1,039
                                                                          ------       ------         ------     ------

         NET EARNINGS                                                    $   818      $ 3,777        $ 2,038    $ 1,890
                                                                          ======       ======         ======     ======

         EARNINGS PER SHARE
           Basic                                                            $.09         $.43           $.23       $.21
                                                                             ===          ===            ===        ===

           Diluted                                                          $.09         $.42           $.23       $.21
                                                                             ===          ===            ===        ===
</TABLE>

                                        4


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                        Six months ended              Three months ended
                                                                            June 30,                      June 30,
                                                                       1999         1998              1999         1998
<S>                                                                     <C>          <C>               <C>         <C>
Net earnings                                                           $818       $3,777            $2,038       $1,890

Other comprehensive income, net of tax:
  Unrealized losses on securities designated as
    available for sale                                                 (341)        (125)             (426)        (139)

Reclassification adjustment for gains included
  in net earnings                                                        -           (69)               -           (28)
                                                                        ---        -----             -----        -----

Comprehensive income                                                   $477       $3,583            $1,612       $1,723
                                                                        ===        =====             =====        =====

</TABLE>































                                        5



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the six months ended June 30,
                                 (In thousands)

                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                              <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   818          $  3,777
  Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                                 539               521
    Amortization of premiums on investments and mortgage-backed securities                        104                46
    Amortization of deferred loan origination costs                                                98               113
    Amortization expense of employee stock benefit plans                                          167               327
    Amortization of goodwill and other intangible assets                                          386               414
    Amortization of purchase accounting adjustments                                                23              (143)
    Gain on sale of investment and mortgage-backed securities                                      -               (104)
    Loss on sale of mortgage loans                                                                 15                51
    Loans disbursed for sale in the secondary market                                           (5,354)          (11,882)
    Proceeds from sale of mortgage loans                                                        4,394            11,639
    Gain on sale of office premises and equipment                                                 (11)              (84)
    Loss on sale of real estate acquired through foreclosure                                        2                19
    Federal Home Loan Bank stock dividends                                                       (251)             (240)
    Provision for losses on loans                                                                 175               247
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                       (543)             (429)
      Accrued interest receivable on mortgage-backed securities, investments and other            (60)              (43)
      Prepaid expenses and other assets                                                          (543)             (536)
      Accrued interest and other liabilities                                                      644               (98)
      Federal income taxes
        Current                                                                                   305              (335)
        Deferred                                                                                 (688)              268
                                                                                               ------           -------
         Net cash provided by operating activities                                                220             3,528

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                           (7,949)           (1,992)
  Proceeds from maturities/calls of investment securities held to maturity                         -              2,500
  Proceeds from sale of investment securities designated as available for sale                     -              1,142
  Maturities of investment securities designated as available for sale                             -                 22
  Purchase of mortgage-backed securities designated as available for sale                     (19,423)           (8,210)
  Principal repayments on investment securities designated as available for sale                  111                -
  Principal repayments on mortgage-backed securities                                           11,208            11,028
  Proceeds from sale of mortgage-backed securities designated as available for sale                -              1,578
  Purchase of mortgage-backed securities designated as held to maturity                            -            (19,398)
  Loan disbursements                                                                          (85,274)         (121,214)
  Principal repayments on loans                                                                92,233           128,610
  Proceeds from sale of office premises and equipment                                             215             1,596
  Purchases and additions to office premises and equipment                                       (523)             (650)
  Disposal of office premises and equipment                                                       290                25
  Purchase of Federal Home Loan Bank stock                                                        (31)              (58)
  Increase in cash surrender value of life insurance                                               -                (31)
  Proceeds from sale of real estate acquired through foreclosure                                   30               213
  Additions to real estate acquired through foreclosure                                          (204)               (6)
                                                                                               ------           -------
         Net cash used in investing activities                                                 (9,317)           (4,845)
                                                                                               ------           -------

         Net cash used in operating and investing activities
           (subtotal carried forward)                                                          (9,097)           (1,317)
                                                                                               ------           -------
</TABLE>


                                        6


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                        For the six months ended June 30,

                                 (In thousands)
                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                             <C>                 <C>
         Net cash used in operating and investing activities
           (subtotal brought forward)                                                         $(9,097)          $(1,317)

Cash provided by (used in) financing activities:
  Net decrease in deposit accounts                                                            (21,373)          (21,639)
  Proceeds from Federal Home Loan Bank advances                                                25,550            57,041
  Repayment of Federal Home Loan Bank advances                                                 (6,423)          (40,385)
  Shares issued under stock option and benefit plans                                              217               120
  Dividends on common stock                                                                    (1,899)           (1,374)
  Advances by borrowers for taxes and insurance                                                (2,594)           (2,109)
                                                                                               ------            ------
         Net cash used in financing activities                                                 (6,522)           (8,346)
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                     (15,619)           (9,663)

Cash and cash equivalents at beginning of period                                               28,700            35,132
                                                                                               ------            ------

Cash and cash equivalents at end of period                                                    $13,081           $25,469
                                                                                               ======            ======


Supplemental disclosure of cash flow information: Cash paid during the year for:
    Federal income taxes                                                                      $ 1,325           $ 2,220
                                                                                               ======            ======

    Interest on deposits and borrowings                                                       $15,977           $18,143
                                                                                               ======            ======

Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                      $  (341)          $  (194)
                                                                                               ======            ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                              $    54           $   140
                                                                                               ======            ======

  Transfer of investment securities to an available for sale classification                   $ 7,079           $    -
                                                                                               ======            ======

  Transfer of mortgage-backed securities to an available for sale
    classification                                                                            $16,900           $    -
                                                                                               ======            ======

  Transfer of mortgage-backed securities from available for sale
    to held to maturity                                                                       $27,241           $    -
                                                                                               ======            ======

  Issuance of treasury shares related to exercise of stock options                            $   (16)          $   (20)
                                                                                               ======            ======

  Transfer from loans to real estate acquired through foreclosure                             $   204           $    -
                                                                                               ======            ======

</TABLE>




                                        7


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    1.   Basis of Presentation

    On September 28, 1998,  Fidelity Financial of Ohio, Inc. (the "Corporation")
    entered  into an  Agreement  of Merger with  Glenway  Financial  Corporation
    ("Glenway"),  pursuant  to which  Glenway  would  merge into a  wholly-owned
    subsidiary  of  the  Corporation,  and  Fidelity  Federal  Savings  Bank,  a
    wholly-owned  subsidiary of the Corporation  ("Fidelity"),  would merge with
    and into Centennial Savings Bank to form a new entity to be named Centennial
    Bank ("Centennial",  or the "Bank"). The merger was consummated on March 19,
    1999 and was  accounted  for  using  the  pooling  of  interests  method  of
    accounting.  Accordingly,  the financial statements as of December 31, 1998,
    and for the periods ending June 30, 1998,  have been restated to give effect
    to the combination.

    The accompanying  unaudited  consolidated financial statements were prepared
    in accordance with instructions for Form 10-Q and, therefore, do not include
    information or footnotes necessary for a complete  presentation of financial
    position,  results of operations and cash flows in conformity with generally
    accepted  accounting  principles.  Accordingly,  these financial  statements
    should be read in conjunction with the consolidated financial statements and
    notes thereto of the Corporation  included in the Annual Report on Form 10-K
    for the year ended December 31, 1998. However, in the opinion of management,
    all  adjustments  (consisting of only normal  recurring  accruals) which are
    necessary  for a fair  presentation  of the financial  statements  have been
    included.  The  results of  operations  for the three and six month  periods
    ended June 30, 1999 are not necessarily  indicative of the results which may
    be expected for the entire year.

    2.   Principles of Consolidation

    The accompanying  consolidated  financial statements include the accounts of
    the Corporation and its wholly owned subsidiary, Centennial. All significant
    intercompany items have been eliminated.

    3.   Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding during the period,  less shares in the ESOP that are unallocated
    and not committed to be released. Weighted-average common shares outstanding
    totaled  8,964,082  and  8,841,962  for the six month periods ended June 30,
    1999 and 1998, respectively, and 8,969,315 and 8,842,735 for the three month
    periods ended June 30, 1999 and 1998, respectively.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    9,015,685  and  8,984,850  for the six month periods ended June 30, 1999 and
    1998,  respectively,  and 9,020,918 and 8,985,800 for the three months ended
    June 30, 1999 and 1998, respectively.

    Incremental shares related to the assumed exercise of stock options included
    in the computation of diluted  earnings per share totaled 51,603 and 142,888
    for the six month  periods  ended  June 30,  1999 and 1998,  and  51,603 and
    143,065  for  the  three  month  periods  ended  June  30,  1999  and  1998,
    respectively.


                                        8


<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements

    In June 1998, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting
    for Derivative  Instruments and Hedging Activities," which requires entities
    to recognize all derivatives in their financial  statements as either assets
    or  liabilities  measured at fair  value.  SFAS No. 133 also  specifies  new
    methods of accounting  for hedging  transactions,  prescribes  the items and
    transactions that may be hedged,  and specifies  detailed criteria to be met
    to qualify for hedge accounting.

    The  definition  of a derivative  financial  instrument  is complex,  but in
    general,  it is an  instrument  with  one or  more  underlyings,  such as an
    interest  rate or  foreign  exchange  rate,  that is  applied  to a notional
    amount,  such  as  an  amount  of  currency,  to  determine  the  settlement
    amount(s).  It generally requires no significant  initial investment and can
    be settled  net or by delivery  of an asset that is readily  convertible  to
    cash.  SFAS No. 133  applies to  derivatives  embedded  in other  contracts,
    unless the  underlying  of the  embedded  derivative  is clearly and closely
    related to the host contract.

    SFAS No.  133, as amended by SFAS No. 137,  is  effective  for fiscal  years
    beginning  after June 15,  2000.  On  adoption,  entities  are  permitted to
    transfer  held-to-maturity  debt  securities  to the  available-for-sale  or
    trading  category  without  calling into question their intent to hold other
    debt  securities to maturity in the future.  SFAS No. 133 is not expected to
    have a material impact on the Corporation's financial statements.


























                                        9


<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Forward-Looking Statements

In  addition to the  historical  information  contained  herein,  the  following
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Economic circumstances,  the Corporation's operations and actual
results could differ  significantly from those discussed in the  forward-looking
statements.  Some  of the  factors  that  could  cause  or  contribute  to  such
differences  are  discussed  herein but also include  changes in the economy and
interest  rates in the nation and the  Corporation's  general  market area.  The
forward-looking  statements  contained  herein include,  but are not limited to,
those with respect to the following matters:

1.   Management's  determination of the amount and adequacy of the allowance for
     loan losses;
2.   The effect of changes in interest rates;
3.   Management's opinion as to the effects of recent accounting  pronouncements
     on the Corporation's consolidated financial statements;
4.   Management's   determination  of  the  effect  of  the  year  2000  on  its
     information technology systems.


Discussion  of Financial  Condition  Changes from  December 31, 1998 to June 30,
1999

The Corporation's  consolidated  total assets amounted to $808.6 million at June
30, 1999, a decrease of $6.1 million,  or .8%, from the $814.7  million total at
December 31, 1998.  The decline in assets  resulted  primarily from a decline in
deposits of $21.5 million and decline in  stockholder's  equity of $1.0 million,
which were partially offset by an increase of $19.2 million in Federal Home Loan
Bank ("FHLB") advances.

Cash  and  cash   equivalents,   comprised  of  cash  and  due  from  banks  and
interest-bearing  deposits in other  financial  institutions,  amounted to $13.1
million at June 30, 1999, a decrease of $15.6 million,  or 54.4%, from the total
in 1998.  Excess  liquidity was generally  utilized to fund net deposit outflows
during the 1999 six month period.

Investment  securities  (including investment securities classified at available
for sale)  totaled  $15.7 million at June 30, 1999, an increase of $7.8 million,
or 98.1%.  During the six months  ended June 30,  1999,  $7.9  million of agency
securities  were  purchased.   In  accordance  with  SFAS  No.  115,  management
reclassified $7.1 million of investment  securities from held to maturity to the
available  for  sale  classification  at  the  effective  date  of  the  merger.
Investments   reclassified   included  U.S.   Government   treasury  and  agency
securities, and municipal securities.

Mortgage-backed  securities  (including  securities  classified as available for
sale) totaled  $75.3  million at June 30, 1999, an increase of $7.6 million,  or
11.3%,  over the total at December  31, 1998.  The  increase in  mortgage-backed
securities  was due  primarily to  purchases  during the period  totaling  $19.4
million,  which were  partially  offset by principal  repayments  totaling $11.2
million.  In accordance with SFAS No. 115 management  reclassified $16.9 million
of  mortgage-backed  securities  from held to maturity to the available for sale
classification  and  transferred  $27.2 million of securities from available for
sale to the held to maturity portfolio at the effective date of the merger.


                                       10



<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)


Discussion  of Financial  Condition  Changes from  December 31, 1998 to June 30,
1999 (continued)

Loans  receivable  totaled  $669.8  million at June 30, 1999, a decrease of $6.3
million,  or .9%,  from the $676.0  million  total at  December  31,  1998.  The
decrease resulted primarily from principal repayments totaling $92.2 million and
sales of $4.4  million  which  exceeded  loan  originations  of  $90.6  million.
Centennial's loan originations  during 1999 were comprised  primarily of one- to
four-family and multi-family loans.

Centennial's allowance for loan losses totaled $3.1 million at June 30, 1999, an
increase  of  $157,000,  or 5.3%,  over the  total at  December  31,  1998.  The
allowance represented .46% and .44% of total loans at June 30, 1999 and December
31, 1998,  respectively,  and 122.4% and 125.6% of  nonperforming  loans,  which
totaled  $2.5  million  and  $2.4  million  at  those  respective  dates.  While
management believes  Centennial's  allowance for loan losses is adequate at June
30, 1999,  based upon the  available  facts and  circumstances,  there can be no
assurance  that  additions  to the  allowance  will not be  necessary  in future
periods, which could adversely affect future operating results.

Deposits  totaled  $607.7 million at June 30, 1999, a decrease of $21.5 million,
or 3.4%,  from  the  total at  December  31,  1998.  Deposits  subject  to daily
repricing  totaled  $159.8  million,  or 26.3% of deposits at June 30, 1999,  as
compared to 25.4% of total  deposits  at  December  31,  1998.  Certificates  of
deposit totaled $438.2 million at June 30, 1999, a decrease of $19.5 million, or
4.3%,  from the $457.7  million  total at December  31,  1998.  The  decrease in
certificates  of deposit  was the result of  management's  strategy to allow the
outflow of  higher-yielding  certificates  in order to reduce the  Corporation's
funding cost.

Advances from the Federal Home Loan Bank totaled $98.0 million at June 30, 1999,
an increase of $19.2 million,  or 24.4%,  over the balance at December 31, 1998.
The increase resulted primarily from $25.6 million in borrowings during the 1999
period,  which were  partially  offset by  repayments  of $6.4  million.  Of the
additional  borrowings,  $8.0 million  consisted  of  fixed-rate  advances  with
maturities  ranging between five and eight years, and the remaining  increase in
borrowings  was  comprised  of  short-term  (one  year  or  less)  variable-rate
advances. Proceeds from such advances were used primarily to offset the decrease
in deposits.

Stockholders'  equity totaled $97.3 million at June 30, 1999, a decrease of $1.0
million,  or 1.1%,  from the total at December 31, 1998.  The decrease  resulted
primarily from  dividends paid which totaled $1.9 million,  which were partially
offset by net earnings of $818,000.










                                       11



<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Operating  Results for the Six Month  Periods ended June 30, 1999
and 1998

General

Net  earnings  amounted to $818,000  for the six months  ended June 30,  1999, a
decrease  of $3.0  million,  or 78.3%,  from the $3.8  million  in net  earnings
recorded for the six months  ended June 30,  1998.  The decrease in net earnings
resulted from an increase in general,  administrative  and other expense of $4.1
million due to  non-recurring  merger-related  costs of $4.2 million.  Excluding
such merger-related costs, net earnings amounted to $4.0 million, an increase of
$182,000,  or 4.8%, over the six months ended June 30, 1998. The increase in net
earnings  resulted from a $404,000  increase in net interest  income,  a $72,000
decrease in the provision for losses on loans and a $1.0 million decrease in the
provision for federal income taxes, which were partially offset by a decrease in
other income of $329,000.

Net Interest Income

Net  interest  income  totaled  $12.7  million for the six months ended June 30,
1999, an increase of $404,000,  or 3.3%,  over the 1998 period.  Interest income
decreased  by $1.9  million,  or 6.1%,  for the six months  ended June 30, 1999,
compared  to 1998.  Interest  income  on loans  and  mortgage-backed  securities
decreased by $1.5 million,  or 5.1%, due primarily to a $12.9 million,  or 1.7%,
decrease in the average  balance  outstanding  year to year,  coupled  with a 26
basis point decline in the  weighted-average  yield, from 7.66% in 1998 to 7.40%
in 1999. Interest income on investment securities and interest-bearing  deposits
decreased by $369,000,  or 26.7%,  during 1999 due primarily to a $12.2 million,
or 26.6%, decrease in the average balance outstanding.

Interest  expense on deposits  decreased by $2.2 million,  or 14.0%, for the six
months ended June 30,  1999,  as compared to the six months ended June 30, 1998.
The decrease  was due  primarily to a $31.5  million,  or 4.9%,  decrease in the
average  balance  outstanding,  coupled  with a decline in the  average  cost of
deposits of 46 basis points,  from 4.83% for the six month period ended June 30,
1998,  to 4.37%  for the  same  period  in  fiscal  1999.  Interest  expense  on
borrowings  decreased by $58,000, or 2.3%, due to a $1.1 million decrease in the
average balance of outstanding borrowings during 1999.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by $404,000,  or 3.3%,  for the six months ended
June 30,  1999  compared to 1998.  The  interest  rate spread  amounted to 2.80%
during 1999 and 2.62% in 1998,  while the net interest  margin amounted to 3.26%
and 3.05% for the six months ended June 30, 1999 and 1998, respectively.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on historical experience,  the volume and type of lending conducted by the Bank,
the  status  of past due  principal  and  interest  payments,  general  economic
conditions,  particularly as such  conditions  relate to the Bank's market area,
and other factors related to the collectibility of the Bank's loan portfolio. As
a result of such analysis,  management  recorded a $175,000 provision for losses
on loans  during the six months  ended June 30, 1999, a decrease of $72,000 from
the amount recorded in the 1998 six month period. There can be no assurance that
the  allowance  for loan losses of the Bank will be adequate to cover  losses on
nonperforming assets in the future.

                                       12


<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Operating  Results for the Six Month  Periods ended June 30, 1999
and 1998 (continued)

Other Income

Other income totaled $919,000 for the six months ended June 30, 1999, a decrease
of $329,000, or 26.4%, compared to the six month period ended June 30, 1998. The
decrease was due primarily to an $83,000  decrease in gain on sale of loans,  an
$86,000, or 8.7%, decrease in other operating income,  which consisted primarily
of  service  charges  and  fees,  and a  $104,000  decrease  in gains on sale of
securities year to year.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled  $11.5 million for the six
months ended June 30, 1999, an increase of $4.1 million, or 55.4%, over the 1998
total.  Excluding  non-recurring merger charges totaling $4.2 million,  general,
administrative,  and other expense  would have been reported as $7.3 million,  a
decrease of $89,000,  or 1.2%,  from the 1998 total.  The  non-recurring  merger
charges included employee  compensation and benefits of $1.7 million,  occupancy
and  equipment of $290,000,  data  processing of $522,000,  and other  operating
expenses  of $1.7  million.  The  decrease in general  administrative  and other
expenses,  excluding  one-time  merger  expenses,  was due to a decline  in data
processing expense of $144,000,  or 34.8%, a decline in other operating expenses
of  $117,000,  or 9.4%,  a decline  in  Federal  Deposit  Insurance  Corporation
("FDIC")  insurance  premiums  of  $22,000,  and a decline  in  amortization  of
goodwill of $28,000, which were partially offset by a $72,000, or 2.0%, increase
in employee  compensation  and  benefits and a $156,000,  or 34.7%,  increase in
franchise tax expense.

The decline in data processing  expense  reflects the elimination of third-party
processing costs following the merger,  as the Fidelity accounts have been added
to Centennial's in-house processing system.

The  increase in employee  compensation  and  benefits  was due  primarily  to a
reduction  in  deferred  loan  origination  costs  associated  with a decline in
lending volume year to year.

The  increase in franchise  taxes  resulted  from the increase in  stockholders'
equity year to year.

Federal Income Taxes

The provision  for federal  income taxes totaled $1.1 million for the six months
ended June 30, 1999, a decrease of $1.0  million,  or 48.2%,  from the provision
recorded in the six months ended June 30, 1998. The decrease resulted  primarily
from a $4.0 million, or 67.6%, decrease in pretax earnings,  which was partially
offset by the effects of  non-deductible  merger expenses totaling $1.1 million.
The  Corporation's  effective  tax rates were 56.9% and 35.6% for the six months
ended June 30, 1999 and 1998, respectively.





                                       13



<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three Month Periods ended June 30, 1999
and 1998

General

Net earnings  amounted to $2.0 million for the three months ended June 30, 1999,
an increase of $148,000, or 7.8%, over the $1.9 million in net earnings recorded
for the three months ended June 30,  1998.  The increase was due  primarily to a
$103,000  increase in net interest  income,  a $52,000 decrease in the provision
for losses on loans and a $159,000 decrease in general, administrative and other
expense,  which were partially offset by a $113,000 decrease in other income and
a $53,000 increase in the provision for federal income taxes.

Net Interest Income

Net  interest  income  totaled  $6.3 million for the three months ended June 30,
1999, an increase of $103,000,  or 1.7%,  over the 1998 period.  Interest income
decreased by $1.0  million,  or 6.7%,  for the three months ended June 30, 1999,
compared  to 1998.  Interest  income  on loans  and  mortgage-backed  securities
decreased by $868,000,  or 6.0%,  due  primarily  to a $19.2  million,  or 2.5%,
decrease in the average  balance  outstanding  year to year,  coupled  with a 27
basis point decline in the  weighted-average  yield, from 7.62% in 1998 to 7.35%
in 1999. Interest income on investment securities and interest-bearing  deposits
decreased by $154,000,  or 24.0%,  during 1998 due primarily to a $10.2 million,
or 24.3%, decrease in the average balance outstanding.

Interest expense on deposits decreased by $1.0 million,  or 13.4%, for the three
months  ended June 30,  1999,  compared to the three months ended June 30, 1998.
The decrease  was due  primarily to a $28.4  million,  or 4.4%,  decrease in the
average  balance  outstanding,  coupled  with a 45 basis  point  decline  in the
average  cost of deposits  from 4.79% for the three month  period ended June 30,
1998 to 4.34% for the same period in fiscal 1999. Interest expense on borrowings
decreased by $93,000,  or 6.9%,  due to a $4.1  million  decrease in the average
balance of outstanding borrowings during 1999.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $103,000,  or 1.7%, for the three months ended
June 30,  1999  compared to 1998.  The  interest  rate spread  amounted to 2.78%
during 1999 and 2.61% in 1998,  while the net interest margin increased to 3.23%
from 3.06% for the three months ended June 30, 1999 and 1998, respectively.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending  conducted by the Bank,  the status of past due  principal  and interest
payments, general economic conditions, particularly as such conditions relate to
the Bank's market area, and other factors related to the  collectibility  of the
Bank's loan portfolio.  Management  recorded a $100,000  provision for losses on
loans  during the three  months  ended June 30, 1999, a decrease of $52,000 from
the amount  recorded in the 1998 three month  period.  There can be no assurance
that the  allowance for loan losses of the Bank will be adequate to cover losses
on nonperforming assets in the future.



                                       14



<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three Month Periods ended June 30, 1999
and 1998 (continued)

Other Income

Other income  decreased by  $113,000,  or 20.9%,  to a total of $428,000 for the
three months ended June 30, 1999, compared to $541,000 in 1998. The decrease was
due  primarily  to a $55,000  decrease in gain on sale of loans,  a $46,000,  or
9.4%,  decrease in other operating income,  which consisted primarily of service
charges and fees, and a $42,000  decrease in gains on sale of securities year to
year.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $3.5 million for the three
months  ended June 30,  1999,  a decrease of  $159,000,  or 4.4%,  from the 1998
total.  The decrease  resulted  primarily from a $77,000,  or 4.2%,  decrease in
employee  compensation  and  benefits,  a $141,000,  or 74.2%,  decrease in data
processing and a $55,000,  or 9.3%,  decrease in other operating expense,  which
were partially offset by a $115,000, or 63.5%, increase in franchise taxes.

The decrease in employee  compensation  and benefits  resulted  primarily from a
decrease in staffing levels and related benefit plan costs. The decrease in data
processing  resulted  from the  elimination  of  third  party  processing  costs
following the merger.

The  increase in franchise  taxes  resulted  from the increase in  stockholders'
equity year to year.

Federal Income Taxes

The provision for federal income taxes totaled $1.1 million for the three months
ended June 30,  1999,  an  increase  of  $53,000,  or 5.1%,  over the  provision
recorded in the three months ended June 30, 1998.  The  Corporation's  effective
tax rates were  34.9% and 35.5% for the three  months  ended  June 30,  1999 and
1998, respectively.


Year 2000 Compliance Matters

Centennial  has been working for the last several years to resolve the potential
impact of Year 2000 on the  ability of the  computerized  information  system to
accurately  process  information that may be date sensitive.  Centennial's  Year
2000 compliance plan has five phases: (1) project management and awareness,  (2)
assessment,  (3) renovation and implementation,  (4) validation and testing, and
(5) development of a contingency plan.  Centennial has  substantially  completed
all phases and appropriate follow-up activities continue to occur.

Centennial's main core processing  application (loans and deposits) is processed
on the Data  Communications,  Inc.  ("DCI")  in-house  client  server  software.
Centennial  converted to DCI in 1998.  All screens and reports show 4-digit date
fields, and DCI has tested internal programming codes to ensure Y2K compliance.



                                       15



<PAGE>


                        Fidelity Financial of Ohio, Inc.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS (CONTINUED)

Year 2000 Compliance Matters (continued)

Centennial participated with DCI in testing for Y2K compliance. DCI's validation
and testing was completed by December 31, 1998.  Centennial  staff monitored DCI
testing and  certification  progress by review of DCI Y2K update  documentation,
which has been  provided  to DCI users,  and  contact  with  designated  DCI Y2K
project and executive staff.  Internal testing by Centennial staff was completed
using  actual  databases  which were  future-dated  to  validate  Y2K test dates
recommended by the Federal Financial Institutions Examination Council ("FFIEC").
No system errors were found.

Centennial's  anticipated  direct expenses are less than $50,000,  primarily for
Y2K  upgrades to existing  user PC's.  Additional  expense  could be incurred if
PC's, ATM's, and phone systems require further modifications. This expense would
be capitalized and depreciated over differing periods resulting in an immaterial
effect to the Corporation's financial statements.

Centennial's  contingency  planning  includes  assessment  of  account  off-line
procedures, staffing requirements,  security, cash needs, etc. The plan includes
consideration of the resources needed and available to resume normal  operations
following a disaster.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative  and  Qualitative  disclosures  about market risk are  presented at
December 31, 1998 in Item 7A of the  Corporation's  Annual  Report on Form 10-K,
filed with the SEC on March 30,  1999.  Management  believes  there have been no
material changes in the Corporation's market risk since December 31, 1998.























                                       16


<PAGE>


                        Fidelity Financial of Ohio, Inc.
                                     PART II

ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         Exhibit 27                  Financial Data Schedule for the six months
                                     ended June 30, 1999.


























                                       17


<PAGE>



                                   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.





Date:    August 13, 1999                         By: /s/Robert R. Sudbrook
                                                     Robert R. Sudbrook
                                                     Chairman and Chief
                                                     Executive Officer





Date:    August 13, 1999                         By: /s/Paul D. Staubach
                                                     Paul D. Staubach
                                                     Senior Vice President and
                                                     Chief Financial Officer





























                                       18