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          March 31, 1998
                               ---------------------------------------

                                       OR

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

For the transition period from ____________ to _______________

Commission File 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)

4555 Montgomery Road
Cincinnati, Ohio                                                 45212
(Address of principal                                          (Zip Code)
executive office)

Registrant's telephone number, including area code: (513) 351-6666

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 May 11,  1998,  the  latest  practicable  date,  5,595,058  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                7

                 Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                               11


PART II -    OTHER INFORMATION                                            17

SIGNATURES                                                                18



<PAGE>


                        Fidelity Financial of Ohio, Inc.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                    March 31,        December 31,
         ASSETS                                                                          1998                1997
<S>                                                                                     <C>               <C>
Cash and due from banks                                                            $    3,868          $    2,801
Federal funds sold                                                                     23,550              22,646
Interest-bearing deposits in other financial institutions                               5,050               5,084
                                                                                    ---------           ---------
         Cash and cash equivalents                                                     32,468              30,531

Investment securities available for sale - at market                                    4,886               6,020
Mortgage-backed securities available for sale - at market                              31,738              25,827
Mortgage-backed securities - at cost, approximate market value of
  $27,052 and $13,706 at March 31, 1998 and December 31, 1997, respectively            27,189              13,527
Loans receivable - net                                                                420,685             436,414
Loans held for sale - at lower of cost or market                                          993                 438
Office premises and equipment - at depreciated cost                                     7,286               7,462
Real estate acquired through foreclosure                                                  160                  -
Federal Home Loan Bank stock - at cost                                                  4,232               4,157
Accrued interest receivable on loans                                                    2,186               2,110
Accrued interest receivable on mortgage-backed securities                                 349                 245
Accrued interest receivable on investments                                                 58                 132
Prepaid expenses and other assets                                                         722                 289
Goodwill and other intangible assets, net of accumulated amortization                   7,456               7,628
Prepaid federal income taxes                                                               -                  320
                                                                                    ---------          ----------

         Total assets                                                                $540,408            $535,100
                                                                                      =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                             $424,737            $432,024
Advances from the Federal Home Loan Bank                                               44,476              34,233
Advances by borrowers for taxes and insurance                                           1,328               2,134
Accrued interest and other liabilities                                                  3,777               1,826
Accrued federal income taxes                                                              308                  -
Deferred federal income taxes                                                             632                 609
                                                                                   ----------          ----------
         Total liabilities                                                            475,258             470,826

 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; 5,595,058 and
    5,593,969 shares issued at March 31, 1998 and December 31, 1997                       559                 559
  Additional paid-in capital                                                           41,559              41,548
  Retained earnings - restricted                                                       25,000              24,147
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                         (1,748)             (1,785)
  Less shares of common stock held in treasury - at cost                                   -                  (20)
  Less shares acquired by Management Recognition Plan (MRP)                              (292)               (292)
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                             72                 117
                                                                                     --------            --------
         Total stockholders' equity                                                    65,150              64,274
                                                                                     --------            --------

         Total liabilities and stockholders' equity                                  $540,408            $535,100
                                                                                      =======             =======
</TABLE>



                                        3


<PAGE>


                        Fidelity Financial of Ohio, Inc.

<TABLE>
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                      For the three months ended March 31,
                        (In thousands, except share data)


                                                                                    1998              1997
<S>                                                                                  <C>               <C>
Interest income
  Loans                                                                           $8,296            $7,964
  Mortgage-backed securities                                                         704               775
  Investment securities                                                               90               282
  Interest-bearing deposits and other                                                477               265
                                                                                  ------            ------
         Total interest income                                                     9,567             9,286

Interest expense
  Deposits                                                                         5,297             5,040
  Borrowings                                                                         545               325
                                                                                  ------            ------
         Total interest expense                                                    5,842             5,365
                                                                                   -----             -----

         Net interest income                                                       3,725             3,921
Provision for losses on loans                                                         20                25
                                                                                 -------           -------
         Net interest income after provision for losses on loans                   3,705             3,896

Other income
  Gain on sale of investment and mortgage-backed securities                           62               125
  Gain on sale of loans                                                               39                -
  Gain on sale of real estate                                                        141                 6
  Rental                                                                              54                60
  Other operating                                                                    209               176
                                                                                  ------            ------
         Total other income                                                          505               367

General, administrative and other expense
  Employee compensation and benefits                                                 969             1,042
  Occupancy and equipment                                                            392               386
  Federal deposit insurance premiums                                                  66                65
  Franchise taxes                                                                    198               185
  Amortization of goodwill and other intangible assets                               172               175
  Data processing                                                                    125               122
  Other operating                                                                    408               409
                                                                                  ------            ------
         Total general, administrative and other expense                           2,330             2,384
                                                                                   -----             -----

         Earnings before income taxes                                              1,880             1,879

Federal income taxes
  Current                                                                            628               405
  Deferred                                                                            49               264
                                                                                 -------            ------
         Total federal income taxes                                                  677               671
                                                                                  ------            ------

         NET EARNINGS                                                             $1,203            $1,208
                                                                                   =====             =====

         EARNINGS PER SHARE
           Basic                                                                    $.22              $.22
                                                                                     ===               ===

           Diluted                                                                  $.22              $.22
                                                                                     ===               ===

</TABLE>

                                        4


<PAGE>


                        Fidelity Financial of Ohio, Inc.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                      For the three months ended March 31,
                                 (In thousands)


                                                          1998            1997
<S>                                                        <C>            <C>
Net earnings                                            $1,203          $1,208

Other comprehensive income, net of tax:
  Unrealized losses on securities designated as
    available for sale                                     (45)           (326)

  Reclassification adjustment for gains included
    in net earnings                                         41              82
                                                       -------         -------

Comprehensive income                                    $1,199         $   964
                                                         =====          ======

</TABLE>
































                                        5



<PAGE>


                        Fidelity Financial of Ohio, Inc.

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the three months ended March 31,
                                 (In thousands)

                                                                                        1998         1997
<S>                                                                                     <C>           <C>
Cash flows from operating activities:
  Net earnings for the period                                                       $  1,203     $  1,208
  Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                        178          201
    Amortization of premiums on investments and mortgage-backed securities                46           22
    Amortization of deferred loan origination (fees) costs                               156          (81)
    Amortization expense of employee stock benefit plans                                 134           72
    Amortization of goodwill and other intangible assets                                 172          175
    Amortization of purchase accounting adjustments                                      (81)        (277)
    Gain on sale of investment and mortgage-backed securities                            (62)        (125)
    Loss on sale of mortgage loans                                                        37           -
    Loans disbursed for sale in the secondary market                                  (6,685)          -
    Proceeds from sale of mortgage loans                                               6,136           -
    Gain on sale of real estate                                                         (141)          (6)
    Federal Home Loan Bank stock dividends                                               (75)         (65)
    Provision for losses on loans                                                         20           25
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                               (76)        (126)
      Accrued interest receivable on mortgage-backed securities                         (104)         (12)
      Accrued interest receivable on investments                                          74           16
      Prepaid expenses and other assets                                                 (433)        (252)
      Accrued interest and other liabilities                                           1,951         (456)
      Federal income taxes
        Current                                                                          628          419
        Deferred                                                                          49          264
                                                                                   ---------     --------
         Net cash provided by operating activities                                     3,127        1,002

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                      -        (7,487)
  Proceeds from sale of investment securities designated as available for sale         1,142        2,997
  Maturities of investment securities designated as available for sale                    13           12
  Purchase of mortgage-backed securities designated as available for sale             (8,210)      (6,426)
  Proceeds from sale of mortgage-backed securities designated as
    available for sale                                                                    -         4,152
  Principal repayments on mortgage-backed securities designated as
    available for sale                                                                 2,238        1,263
  Purchase of mortgage-backed securities designated as held to maturity              (14,883)      (5,078)
  Principal repayments on mortgage-backed securities designated as held
    to maturity                                                                        1,208          375
  Loan disbursements                                                                 (25,945)     (23,067)
  Purchase of loan participations                                                         -        (5,038)
  Principal repayments on loans                                                       41,324       11,878
  Proceeds from sale of real estate                                                      213          135
  Purchases and additions to office premises and equipment                               (70)        (280)
  Additions to real estate acquired through foreclosure                                   (6)          -
                                                                                     -------       ------
         Net cash used in investing activities                                        (2,976)     (26,564)
                                                                                     -------       ------

         Net cash provided by (used in) operating and investing activities
           (subtotal carried forward)                                                    151      (25,562)
                                                                                    --------       ------

</TABLE>


                                        6


<PAGE>


                        Fidelity Financial of Ohio, Inc.

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the three months ended March 31,

                                 (In thousands)
                                                                                           1998         1997
<S>                                                                                        <C>           <C>
         Net cash provided by (used in) operating and investing activities
           (subtotal brought forward)                                                 $     151     $(25,562)

Cash provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                            (7,233)      11,976
  Proceeds from Federal Home Loan Bank advances                                          11,000        2,000
  Repayment of Federal Home Loan Bank advances                                             (759)        (286)
  Proceeds from the exercise of stock options                                                31           -
  Dividends on common stock                                                                (447)        (392)
  Advances by borrowers for taxes and insurance                                            (806)        (596)
                                                                                       --------    ---------
         Net cash provided by financing activities                                        1,786       12,702
                                                                                        -------      -------

Net increase (decrease) in cash and cash equivalents                                      1,937      (12,860)

Cash and cash equivalents at beginning of period                                         30,531       22,610
                                                                                         ------      -------

Cash and cash equivalents at end of period                                              $32,468    $   9,750
                                                                                         ======     ========


Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                               $     -     $      -
                                                                                        =======     =======

    Interest on deposits and borrowings                                                $  5,769    $   4,975
                                                                                        =======     ========

Supplemental disclosure of noncash investing and financing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                               $    (45)   $    (326)
                                                                                        =======     ======== 

Recognition of mortgage servicing rights in accordance with SFAS No. 125               $     76    $      -
                                                                                        =======     =======
</TABLE>


















                                        7


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    1.   Basis of Presentation

    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  Fidelity  Financial  of Ohio,  Inc.  (the  "Corporation")
    included in the Annual  Report on Form 10-K for the year ended  December 31,
    1997. 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  month  period  ended  March  31,  1998  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,  Fidelity  Federal Savings
    Bank (the "Savings  Bank").  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,  which gives  effect to 175,047 and  191,115  unallocated  ESOP
    shares,  totaled  5,418,975  and 5,402,854 for the three month periods ended
    March 31, 1998 and 1997, 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
    5,499,559 and 5,440,925 for the three month periods ended March 31, 1998 and
    1997, respectively.

    4.   Effects of Recent Accounting Pronouncements

    In June 1996, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 125,  "Accounting
    for  Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
    Liabilities",  that provides  accounting  guidance on transfers of financial
    assets,  servicing of financial assets,  and  extinguishment of liabilities.
    SFAS No. 125 introduces an approach to accounting for transfers of financial
    assets that  provides a means of dealing with more complex  transactions  in
    which the seller disposes of only a partial interest in the assets,  retains
    rights  or  obligations,  makes  use  of  special  purpose  entities  in the
    transaction,  or otherwise has continuing  involvement  with the transferred
    assets.  The new  accounting  method,  the  financial  components  approach,
    provides that the



                                        8


<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements (continued)

    carrying  amount  of  the  financial  assets  transferred  be  allocated  to
    components of the transaction based on their relative fair values.  SFAS No.
    125 provides  criteria for  determining  whether  control of assets has been
    relinquished  and  whether a sale has  occurred.  If the  transfer  does not
    qualify as a sale, it is accounted for as a secured borrowing.  Transactions
    subject to the provisions of SFAS No. 125 include,  among others,  transfers
    involving repurchase  agreements,  securitizations of financial assets, loan
    participations,  factoring  arrangements,  and transfers of receivables with
    recourse.

    An  entity  that  undertakes  an  obligation  to  service  financial  assets
    recognizes either a servicing asset or liability for the servicing  contract
    (unless  related  to a  securitization  of assets,  and all the  securitized
    assets are retained and classified as  held-to-maturity).  A servicing asset
    or liability  that is purchased  or assumed is initially  recognized  at its
    fair value.  Servicing assets and liabilities are amortized in proportion to
    and over the period of estimated net servicing  income or net servicing loss
    and are  subject to  subsequent  assessments  for  impairment  based on fair
    value.

    SFAS No. 125 provides  that a liability  is removed  from the balance  sheet
    only  if  the  debtor  either  pays  the  creditor  and is  relieved  of its
    obligation  for the liability or is legally  released from being the primary
    obligor.

    SFAS No. 125 is effective for  transfers  and servicing of financial  assets
    and extinguishment of liabilities  occurring after December 31, 1997, and is
    to be applied  prospectively.  Earlier  or  retroactive  application  is not
    permitted.  Management  adopted SFAS No. 125  effective  January 1, 1998, as
    required,   without  material  effect  on  the  Corporation's   consolidated
    financial position or results of operations.

    In June  1997,  the FASB  issued  SFAS  No.  130,  "Reporting  Comprehensive
    Income."  SFAS No. 130  establishes  standards  for reporting and display of
    comprehensive  income  and its  components  (revenues,  expenses,  gains and
    losses) in a full set of general-purpose financial statements.  SFAS No. 130
    requires that all items that are required to be recognized  under accounting
    standards as components of  comprehensive  income be reported in a financial
    statement  that is displayed  with the same  prominence  as other  financial
    statements.  It does not  require  a  specific  format  for  that  financial
    statement  but requires that an  enterprise  display an amount  representing
    total comprehensive income for the period in that financial statement.

    SFAS  No.  130  requires  that an  enterprise  (a)  classify  items of other
    comprehensive  income  by their  nature  in a  financial  statement  and (b)
    display the accumulated  balance of other  comprehensive  income  separately
    from retained earnings and additional  paid-in capital in the equity section
    of a statement of financial  position.  SFAS No. 130 is effective for fiscal
    years  beginning  after  December  15, 1997.  Reclassification  of financial
    statements  for  earlier  periods  provided  for  comparative   purposes  is
    required. The Corporation adopted SFAS No. 130 effective January 1, 1998, as
    required, without material effect on the Corporation's financial statements.



                                        9



<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements (continued)

    In June 1997, the FASB issued SFAS No. 131,  "Disclosures  about Segments of
    an Enterprise and Related  Information." SFAS No. 131 significantly  changes
    the way that public business  enterprises report information about operating
    segments in annual financial  statements and requires that those enterprises
    report selected  information about reportable  segments in interim financial
    reports issued to shareholders.  It also  establishes  standards for related
    disclosures  about  products  and  services,   geographic  areas  and  major
    customers.  SFAS No. 131 uses a "management  approach" to disclose financial
    and  descriptive  information  about the way that  management  organizes the
    segments within the enterprise for making operating  decisions and assessing
    performance.  For many  enterprises,  the  management  approach  will likely
    result in more segments being reported.  In addition,  SFAS No. 131 requires
    significantly  more information to be disclosed for each reportable  segment
    than is presently  being  reported in annual  financial  statements and also
    requires  that  selected   information  be  reported  in  interim  financial
    statements.  SFAS No. 131 is  effective  for fiscal  years  beginning  after
    December 15, 1997. SFAS No. 131 is not expected to have a material impact on
    the Corporation's financial statements.































                                       10



<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
uncertanties.  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, 1997 to March 31, 
1998

The Corporation's  consolidated total assets amounted to $540.4 million at March
31, 1998, an increase of $5.3 million, or 1.0%, over the $535.1 million total at
December 31, 1997. The growth in assets was funded primarily through an increase
of $10.2 million in FHLB advances and undistributed earnings of $756,000,  which
were partially offset by a decline in deposits of $7.3 million.

Cash and cash equivalents,  comprised of cash and due from banks,  federal funds
sold and interest-bearing deposits in other financial institutions,  amounted to
$32.5 million at December 31, 1997, an increase of $1.9 million,  or 6.3%,  over
the total in 1997.

Investment securities totaled $4.9 million at March 31, 1998, a decrease of $1.1
million,  or 18.8%,  from 1997 levels.  The decrease was due  primarily to sales
during the period  totaling  $1.1  million.  Proceeds  from sales of  investment
securities were used to fund payments of dividends to shareholders.

Mortgage-backed  securities  (including  securities  classified as available for
sale) totaled $58.9 million at March 31, 1998, an increase of $19.6 million,  or
49.7%,  from the total at December  31, 1997.  The  increase in  mortgage-backed
securities was due primarily to purchases  totaling  $23.1  million,  which were
partially offset by principal  repayments of $3.4 million.  Purchases during the
current  quarter  consisted of $17.0  million of  fixed-rate  intermediate  term
securities and $5.1 million of adjustable-rate  securities.  Such purchases were
funded by proceeds from loan repayments.

Loans  receivable  decreased  by $15.2  million,  or 3.5%,  to a total of $421.7
million at March 31, 1998,  as compared to $436.9  million at December 31, 1997.
The decrease resulted primarily from loan disbursements of $32.6 million,  which
were exceeded by principal  repayments  totaling $41.3 million and sales of $6.1
million. Loan originations during the 1998 quarter increased by $9.6 million, or
41.4%, over the comparable quarter in 1997. The Savings Bank's loan originations
during 1998 were  primarily  comprised of one- to four-family  and  multi-family
loans, which totaled $29.4 million, or 90.1%, of total loan originations.

                                       11


<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, 1997 to March 31,
 1998 (continued)

The Savings  Bank's  allowance for loan losses totaled $1.7 million at March 31,
1998, an increase of $13,000,  or .8%, over the total at December 31, 1997.  The
allowance  represented  .39%  and .37% of total  loans  at  March  31,  1998 and
December 31, 1997,  respectively,  and 209.1% and 173.2% of nonperforming loans,
which  totaled  $799,000  and $1.0  million  at those  respective  dates.  While
management  believes the Savings Bank's allowance for loan losses is adequate at
March 31, 1998, 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  $424.7 million at March 31, 1998, a decrease of $7.3 million,
or 1.7%,  from  the  total at  December  31,  1997.  Deposits  subject  to daily
repricing totaled $92.3 million and $91.4 million, or 21.7% of total deposits at
March 31,  1998,  as compared to 21.2% of total  deposits at December  31, 1997.
Certificates of deposit  totaled $331.9  million,  or 78.3% of total deposits at
March 31, 1998, as compared to 78.8% at December 31, 1997.

Advances  from the Federal  Home Loan Bank  totaled  $44.5  million at March 31,
1998, an increase of $10.2 million,  or 29.9%,  over the balance at December 31,
1997. The increase  resulted  primarily from $11.0 million in borrowings  during
the 1998 quarter, which were partially offset by repayments of $759,000.  During
the three months ended March 31, 1998, management elected to utilize advances to
fund net deposit  outflows in order to achieve an overall  reduction in the cost
of funds.

Stockholders'  equity  totaled  $65.2  million at March 31, 1998, an increase of
$876,000,  or 1.4%,  over the total at December 31, 1997. The increase  resulted
primarily from the net earnings of $1.2 million.


Comparison of Operating Results for the Three Month Periods ended March 31, 1998
and 1997

General

Net earnings amounted to $1,203,000 for the three months ended March 31, 1998, a
decrease of $5,000, or .4%, from the $1,208,000 in net earnings recorded for the
three months ended March 31, 1997.  Net interest  income  decreased by $196,000,
which was partially offset by a $138,000  increase in other income and a $54,000
decrease in general, administrative and other expense.

Net Interest Income

Net  interest  income  totaled $3.7 million for the three months ended March 31,
1998, a decrease of $196,000,  or 5.0%,  from the 1997 quarter.  Interest income
increased by $281,000,  or 3.0%,  for the three months ended March 31, 1998,  as
compared  to 1997.  Interest  income  on loans  and  mortgage-backed  securities
increased by $261,000,  or 3.0%,  due  primarily  to a $25.5  million,  or 5.7%,
increase in the average balance  outstanding  year to year,  which was partially
offset by a 20 basis point decline in the weighted-average  yield, from 7.76% in
1997  to  7.56%  in  1998.   Interest   income  on  investment   securities  and
interest-bearing  deposits  increased  by  $20,000,  or  3.7%,  during  1998 due
primarily  to  a  $1.4  million,  or  3.8%,  increase  in  the  average  balance
outstanding.

                                       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 Three Month Periods ended March 31, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits  increased  by  $257,000,  or 5.1%,  for the three
months  ended March 31,  1998,  as compared to the three  months ended March 31,
1997.  The increase was due primarily to a $12.9 million,  or 3.1%,  increase in
the average balance  outstanding,  coupled with a 10 basis point increase in the
average cost of  deposits,  to 4.96% for the quarter  ended March 31,  1998,  as
compared to 4.86% for the 1997 quarter. Interest expense on borrowings increased
by $220,000, or 67.7%, due to a $14.6 million increase in the average balance of
outstanding borrowings during 1998.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  decreased by $196,000,  or 5.0%, for the three months ended
March 31, 1998 as compared to 1997.  The interest rate spread  amounted to 2.40%
during 1998 and 2.69% in 1997,  while the net interest  margin declined to 2.90%
from 3.22% for the three months ended March 31, 1998 and 1997, 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
Savings Bank,  the status of past due principal and interest  payments,  general
economic  conditions,  particularly  as such  conditions  relate to the  Savings
Bank's  market area,  and other  factors  related to the  collectibility  of the
Savings Bank's loan portfolio. As a result of such analysis, management recorded
a $20,000  provision for losses on loans during the three months ended March 31,
1998, a decrease of $5,000 from the amount  recorded in the 1997 quarter.  There
can be no assurance  that the allowance for loan losses of the Savings Bank will
be adequate to cover losses on nonperforming assets in the future.

Other Income

Other income  increased by  $138,000,  or 37.6%,  to a total of $505,000 for the
three months ended March 31, 1998, as compared to $367,000 in 1997. The increase
was due  primarily  to a  $135,000  increase  in gains on sales of real  estate,
coupled  with a $39,000  gain on sale of loans and a $33,000  increase  in other
operating income, which consisted primarily of service charges and fees.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $2.3 million for the three
months  ended March 31,  1998,  a decrease of  $54,000,  or 2.3%,  from the 1997
total.  The decrease  resulted  primarily from a $73,000,  or 7.0%,  decrease in
employee compensation and benefits,  which was partially offset by a $13,000, or
7.0%, increase in franchise taxes.


                                       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 March 31, 1998
and 1997 (continued)

General, Administrative and Other Expense (continued)

The decrease in employee  compensation and benefits  resulted  primarily from an
increase in deferred loan origination costs associated with the increase in loan
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  $677,000 for the three months
ended March 31, 1998, an increase of $6,000, or .9%, over the provision recorded
in the three months ended March 31, 1997. The Corporation's  effective tax rates
were  36.0%  and  35.7%  for the three  months  ended  March 31,  1998 and 1997,
respectively.

Liquidity and Capital Resources

The Savings Bank is required under  applicable  federal  regulations to maintain
specified  levels of "liquid"  investments in qualifying  types of United States
Government and government agency obligations and other similar investments. Such
investments  are  intended to provide a source of  relatively  liquid funds upon
which the Savings Bank may rely if necessary to fund deposit withdrawals and for
other short-term funding needs. The required level of such liquid investments is
currently  4% of certain  liabilities  as defined by the OTS and is changed from
time to time to reflect economic conditions.

The  liquidity  of the Savings  Bank,  as  measured  by the ratio of cash,  cash
equivalents,   (not  committed,   pledged  or  required  to  liquidate  specific
liabilities), investment and qualifying mortgage-backed securities to the sum of
withdrawable deposit accounts and borrowings payable on demand or with unexpired
maturities  of one year or less,  was 22.3% at March 31, 1998. At March 31, 1998
the Savings Bank's "liquid" assets totaled  approximately  $80.6 million,  which
was $66.2 million in excess of the current OTS minimum requirement.

The Savings Bank's  liquidity,  represented by cash and cash  equivalents,  is a
product of its operating, investing and financing activities. The Savings Bank's
primary sources of funds are deposits, borrowings, amortization, prepayments and
maturities of outstanding loans and  mortgage-backed  securities,  maturities of
investment  and  mortgage-backed  securities and other  short-term  investments,
sales of loans and investment and mortgage-backed  securities and funds provided
from   operations.   While   scheduled  loan  and   mortgage-backed   securities
amortization







                                       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 March 31, 1998
and 1997 (continued)

Liquidity and Capital Resources (continued)

and maturing  investment  securities and short-term  investments  are relatively
predictable  sources of funds,  deposit flows and loan  prepayments  are greatly
influenced by general interest rates,  economic conditions and competition.  The
Savings Bank  manages the pricing of its  deposits to maintain a steady  deposit
balance.  In  addition,  the Savings  Bank  invests  excess  funds in  overnight
deposits and other short-term  interest-earning  assets which provides liquidity
to meet lending requirements. The Savings Bank generates cash through the retail
deposit  market and, to the extent deemed  necessary,  utilizes  borrowings  for
liquidity  purposes   (primarily   consisting  of  advances  from  the  FHLB  of
Cincinnati).  At  March  31,  1998,  the  Savings  Bank  had  $44.5  million  of
outstanding advances from the FHLB of Cincinnati.  Furthermore, the Savings Bank
has access to the Federal Reserve Bank discount window.

Liquidity  management  is  both a  daily  and  long-term  function  of  business
management.  Excess  liquidity is generally  invested in short-term  investments
such as overnight deposits. On a longer-term basis, the Savings Bank maintains a
strategy  of  investing  in  various  loans,   mortgage-backed   securities  and
investment  securities.  The Savings Bank uses its sources of funds primarily to
meet its ongoing  commitments,  to pay maturing savings certificates and savings
withdrawals,  fund loan  commitments  and maintain a portfolio of investment and
mortgage-backed   securities.  At  March  31,  1998,  the  total  approved  loan
commitments outstanding amounted to $15.7 million. At the same date, commitments
under unused lines of credit secured by one- to four-family residential property
amounted to $4.9 million,  commitments  under unused lines of credit  secured by
multi-family  and  non-residential  real  estate  totaled  $4.2  million and the
unadvanced portion of construction loans approximated $5.3 million. Certificates
of deposit  scheduled to mature in one year or less at March 31,  1998,  totaled
$268.4 million. The Savings Bank believes that it has adequate resources to fund
all of its  commitments  and  that it can  adjust  the rate of  certificates  of
deposit in order to retain deposits in changing interest rate environments.

The Savings Bank is subject to minimum capital standards promulgated by the OTS.
At March 31,  1998,  the Savings  Bank's  capital was well in excess of all such
minimum capital requirements.












                                       15



<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 March 31, 1998
and 1997 (continued)

Other Matters

As with all providers of financial  services,  the Savings Bank's operations are
heavily  dependent  on  information  technology  systems.  The  Savings  Bank is
addressing  the potential  problems  associated  with the  possibility  that the
computers  that  control or operate the Savings  Bank's  information  technology
system and  infrastructure  may not be programmed to read  four-digit date codes
and, upon arrival of the year 2000, may recognize the two-digit code "00" as the
year 1900,  causing  systems to fail to function or to generate  erroneous data.
The  Savings  Bank is working  with the  companies  that  supply or service  its
information  technology  systems to  identify  and remedy any year 2000  related
problems.

As of the date of this Form  10-Q,  management  has  developed  an  estimate  of
expenses  that are  reasonably  likely to be  incurred  by the  Savings  Bank in
connection with this issue, however does not expect to incur significant expense
to implement  the  necessary  corrective  measures.  No assurance  can be given,
however, that significant expense will not be incurred in future periods. In the
event that the Savings  Bank is  ultimately  required  to  purchase  replacement
computer systems,  programs and equipment,  or incur substantial expense to make
the Savings Bank's current systems,  programs and equipment year 2000 compliant,
the Savings  Bank's net  earnings  and  financial  condition  could be adversely
affected.

In addition to possible  expense  related to its own  systems,  the Savings Bank
could  incur  losses if loan  payments  are  delayed  due to year 2000  problems
affecting any major borrowers in the Savings Bank's primary market area. Because
the  Savings  Bank's  loan  portfolio  is  highly  diversified  with  regard  to
individual  borrowers and types of  businesses  and the Savings  Bank's  primary
market area is not  significantly  dependent upon one employer or industry,  the
Savings Bank does not expect any significant or prolonged difficulties that will
affect net earnings or cash flow.

Impact of Inflation and Changing Prices

The   consolidated   financial   statements  of  the   Corporation  and  related
consolidated  financial data  presented  herein have been prepared in accordance
with generally accepted  accounting  principles which require the measurement of
financial  position and operating results in terms of historical dollars without
considering the change in the relative  purchasing  power of money over time due
to inflation.  The impact of inflation is reflected in the increased cost of the
Corporation's  operations.  Unlike  most  industrial  companies,  nearly all the
assets and liabilities of the  Corporation are monetary in nature.  As a result,
interest rates have a greater impact on the  Corporation's  performance  than do
the effects of general levels of inflation.  Interest  rates do not  necessarily
move in the same  direction  or to the same  extent  as the  prices of goods and
services.





                                       16


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

ITEM 4.  Submission of Matters to a Vote of Security Holders

         1.   Election of Directors

         The nominees and voting were as follows:

         Nominees                         For                         Withheld
         Constantine N. Papadakis         4,631,267                   44,686
         Paul D. Staubach                 4,648,771                   27,182
         Michael W. Jordan                4,632,179                   43,774

         There were 919,015 non-votes.

         2.  Ratification of Independent Auditors

         Voting on the  proposal  to ratify  the  appointment  of Grant
         Thornton LLP as the Company's  independent auditors for fiscal
         1998 was as follows:

         For                                       Withheld

         5,632,179                                 43,774

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         There  were  no Form 8-K's filed  by  Fidelity  Financial of Ohio, Inc.
         during the quarter ended March 31, 1998.

         Exhibit 27:          Financial Data Schedule for the Three Months Ended
                              March 31, 1998.





                                       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:       May 11, 1998                     By: /s/John R. Reusing
       -------------------------                 ------------------
                                                  John R. Reusing
                                                  President and Chief Executive
                                                  Officer





Date:       May 11, 1998                     By: /s/Paul D. Staubach
       -------------------------                 -------------------
                                                 Paul D. Staubach
                                                 Senior Vice President and
                                                 Chief Financial Officer





























                                       18