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, 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 August 10, 1998,  the latest  practicable  date,  5,599,428  shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 20 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                                                   11

             Quantitative and Qualitative Disclosures About
             Market Risk                                                  18


PART II -    OTHER INFORMATION                                            19

SIGNATURES                                                                20



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                           June 30,        December 31,
         ASSETS                                                                                1998                1997
<S>                                                                                           <C>                  <C>
Cash and due from banks                                                                    $  3,374            $  2,801
Federal funds sold                                                                           17,742              22,646
Interest-bearing deposits in other financial institutions                                     1,153               5,084
                                                                                            -------             -------
         Cash and cash equivalents                                                           22,269              30,531

Investment securities available for sale - at market                                          4,871               6,020
Mortgage-backed securities available for sale - at market                                    28,725              25,827
Mortgage-backed securities - at cost, approximate market value of
  $29,694 and $13,706 at June 30, 1998 and December 31, 1997, respectively                   29,562              13,527
Loans receivable - net                                                                      423,031             436,414
Loans held for sale - at lower of cost or market                                                697                 438
Office premises and equipment - at depreciated cost                                           7,248               7,462
Real estate acquired through foreclosure                                                        160                  -
Federal Home Loan Bank stock - at cost                                                        4,308               4,157
Accrued interest receivable on loans                                                          2,197               2,110
Accrued interest receivable on mortgage-backed securities                                       359                 245
Accrued interest receivable on investments                                                       99                 132
Prepaid expenses and other assets                                                               733                 289
Goodwill and other intangible assets, net of accumulated amortization                         7,285               7,628
Prepaid federal income taxes                                                                    382                 320
                                                                                            -------             -------

         Total assets                                                                      $531,926            $535,100
                                                                                            =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $418,404            $432,024
Advances from the Federal Home Loan Bank                                                     43,845              34,233
Advances by borrowers for taxes and insurance                                                 1,275               2,134
Accrued interest and other liabilities                                                        1,742               1,826
Deferred federal income taxes                                                                   645                 609
                                                                                            -------             -------
         Total liabilities                                                                  465,911             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; 5,598,180 and
    5,593,969 shares issued and outstanding at June 30, 1998 and December 31, 1997              560                 559
  Additional paid-in capital                                                                 41,597              41,548
  Retained earnings - restricted                                                             25,782              24,147
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,710)             (1,785)
  Less shares of common stock held in treasury - at cost                                         -                  (20)
  Less shares acquired by Management Recognition Plan (MRP)                                    (234)               (292)
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                                   20                 117
                                                                                            -------             -------
         Total stockholders' equity                                                          66,015              64,274
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $531,926            $535,100
                                                                                            =======             =======

</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,
                                                                            1998         1997           1998       1997
<S>                                                                         <C>          <C>             <C>        <C>
Interest income
  Loans                                                                  $16,408      $16,252         $8,112     $8,288
  Mortgage-backed securities                                               1,662        1,455            958        680
  Investment securities                                                      183          593             93        311
  Interest-bearing deposits and other                                        841          496            364        231
                                                                          ------       ------          -----      -----
         Total interest income                                            19,094       18,796          9,527      9,510

Interest expense
  Deposits                                                                10,357       10,269          5,060      5,229
  Borrowings                                                               1,225          673            680        348
                                                                          ------       ------          -----      -----
         Total interest expense                                           11,582       10,942          5,740      5,577
                                                                          ------       ------          -----      -----

         Net interest income                                               7,512        7,854          3,787      3,933

Provision for losses on loans                                                 47           50             27         25
                                                                          ------       ------          -----      -----

         Net interest income after provision for losses on loans           7,465        7,804          3,760      3,908

Other income
  Gain on sale of investment and mortgage-backed securities                   62          128             -           3
  Gain on sale of loans                                                       68            4             29          4
  Gain on sale of real estate                                                141            6             -          -
  Rental                                                                     103          116             49         56
  Other operating                                                            437          399            228        223
                                                                          ------       ------          -----      -----
         Total other income                                                  811          653            306        286

General, administrative and other expense
  Employee compensation and benefits                                       1,956        2,047            987      1,005
  Occupancy and equipment                                                    753          736            361        350
  Federal deposit insurance premiums                                         123          123             57         58
  Franchise taxes                                                            396          372            198        187
  Amortization of goodwill and other intangible assets                       343          350            171        175
  Data processing                                                            247          223            122        101
  Other operating                                                            791          818            383        409
                                                                          ------       ------          -----      -----
         Total general, administrative and other expense                   4,609        4,669          2,279      2,285
                                                                          ------       ------          -----      -----

         Earnings before income taxes                                      3,667        3,788          1,787      1,909

Federal income taxes
  Current                                                                  1,242        1,005            614        598
  Deferred                                                                    88          354             39         90
                                                                          ------       ------          -----      -----
         Total federal income taxes                                        1,330        1,359            653        688
                                                                          ------       ------          -----      -----

         NET EARNINGS                                                    $ 2,337      $ 2,429         $1,134     $1,221
                                                                          ======       ======          =====      =====

         EARNINGS PER SHARE
           Basic                                                           $0.43        $0.45          $0.21      $0.23
                                                                            ====         ====           ====       ====

           Diluted                                                         $0.42        $0.45          $0.21      $0.22
                                                                            ====         ====           ====       ====

</TABLE>

                                        4


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


                                                                  1998                1997
<S>                                                                <C>                <C>
Net earnings                                                    $2,337              $2,429

Other comprehensive income, net of tax:
  Unrealized losses on securities designated as
    available for sale                                             (28)                (28)

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

Comprehensive income                                            $2,309              $2,401
                                                                 =====               =====

</TABLE>

































                                        5



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                      1998         1997
<S>                                                                                                    <C>          <C>
Cash flows from operating activities:
  Net earnings for the period                                                                      $ 2,337      $ 2,429
  Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                                      322          340
    Amortization of premiums on investments and mortgage-backed securities                              73           22
    Amortization of deferred loan origination (fees) costs                                             263           (5)
    Amortization expense of employee stock benefit plans                                               326          187
    Amortization of goodwill and other intangible assets                                               343          350
    Amortization of purchase accounting adjustments                                                   (143)        (493)
    Gain on sale of investment and mortgage-backed securities                                          (62)        (128)
    (Gain) loss on sale of mortgage loans                                                               63           (4)
    Loans disbursed for sale in the secondary market                                               (10,759)        (536)
    Proceeds from sale of mortgage loans                                                            10,504          253
    Gain on sale of real estate                                                                       (141)          (6)
    Federal Home Loan Bank stock dividends                                                            (151)        (136)
    Provision for losses on loans                                                                       47           50
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                             (87)        (293)
      Accrued interest receivable on mortgage-backed securities                                       (114)          63
      Accrued interest receivable on investments                                                        33          (65)
      Prepaid expenses and other assets                                                               (444)        (163)
      Accrued interest and other liabilities                                                           (84)        (844)
      Federal income taxes
        Current                                                                                        (62)         375
        Deferred                                                                                        88          354
                                                                                                   -------       ------
         Net cash provided by operating activities                                                   2,352        1,750

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                                    -        (9,489)
  Proceeds from sale of investment securities designated as available for sale                       1,142        6,489
  Maturities of investment securities designated as available for sale                                  22           19
  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                     -        14,309
  Principal repayments on mortgage-backed securities designated as available for sale                5,165        2,589
  Purchase of mortgage-backed securities designated as held to maturity                            (19,398)      (5,078)
  Principal repayments on mortgage-backed securities designated as held to maturity                  3,338          840
  Loan disbursements                                                                               (63,598)     (58,992)
  Sale of loan participations                                                                        1,477           -
  Purchase of loan participations                                                                   (1,999)      (5,038)
  Principal repayments on loans                                                                     77,028       28,402
  Purchase of Federal Home Loan Bank stock                                                              -           (93)
  Proceeds from sale of office premises and equipment                                                   -           135
  Proceeds from sale of real estate                                                                    213           -
  Purchases and additions to office premises and equipment                                            (183)        (622)
  Additions to real estate acquired through foreclosure                                                 (6)          -
                                                                                                   -------       ------
         Net cash used in investing activities                                                      (5,009)     (32,955)
                                                                                                   -------       ------

         Net cash used in operating and investing activities
           (subtotal carried forward)                                                               (2,657)     (31,205)
                                                                                                   -------       ------

</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)
                                                                                                      1998         1997
<S>                                                                                                    <C>          <C>
         Net cash used in operating and investing activities
           (subtotal brought forward)                                                              $(2,657)    $(31,205)

Cash provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                                      (13,528)      22,569
  Proceeds from Federal Home Loan Bank advances                                                     13,000        9,000
  Repayment of Federal Home Loan Bank advances                                                      (3,393)      (6,737)
  Purchase of treasury stock                                                                            -          (219)
  Purchase of stock for Management Recognition Plan                                                     -          (292)
  Proceeds from the exercise of stock options                                                           70            2
  Dividends on common stock                                                                           (895)        (782)
  Advances by borrowers for taxes and insurance                                                       (859)        (405)
                                                                                                    ------      -------
         Net cash provided by (used in) financing activities                                        (5,605)      23,136
                                                                                                    ------      -------

Net decrease in cash and cash equivalents                                                           (8,262)      (8,069)

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

Cash and cash equivalents at end of period                                                         $22,269     $ 14,541
                                                                                                    ======      =======


Supplemental disclosure of cash flow information: Cash paid during the year for:
    Federal income taxes                                                                           $ 1,300     $    625
                                                                                                    ======      =======

    Interest on deposits and borrowings                                                            $11,558     $ 10,901
                                                                                                    ======      =======

Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                           $   (97)    $   (173)
                                                                                                    ======      ======= 

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                                   $   131     $     -
                                                                                                    ======      ======



</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 and six month periods ended June 30, 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 5,419,622 and 5,401,286 for the six month periods ended June
    30, 1998 and 1997,  respectively,  and 5,420,263 and 5,401,286 for the three
    month periods ended June 30, 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
    5,499,151  and  5,445,805  for the six month periods ended June 30, 1998 and
    1997,  respectively,  and 5,499,684 and 5,451,878 for the three months ended
    June 30, 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 June 30,
1998

The Corporation's  consolidated  total assets amounted to $531.9 million at June
30, 1998, a decrease of $3.2 million,  or .6%, from the $535.1  million total at
December 31, 1997.  The decline in assets  resulted  primarily from a decline in
deposits  of $13.6  million  which was  partially  offset by an increase of $9.6
million in FHLB advances and undistributed earnings of $1.4 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
$22.3 million at June 30, 1998, a decrease of $8.3 million,  or 27.1%,  from the
total in 1997.

Investment  securities totaled $4.9 million at June 30, 1998, a decrease of $1.1
million,  or 19.1%,  from 1997 levels,  due primarily to sales during the period
totaling $1.1 million.

Mortgage-backed  securities  (including  securities  classified as available for
sale) totaled $58.3 million at June 30, 1998, an increase of $18.9  million,  or
48.1%,  from the total at December  31, 1997.  The  increase in  mortgage-backed
securities was due primarily to purchases  totaling  $27.6  million,  which were
partially offset by principal  repayments of $8.5 million.  Purchases during the
current  period  consisted of $21.5  million of fixed-rate  securities  and $6.1
million of  adjustable-rate  securities.  Such purchases were funded by proceeds
from loan repayments and utilization of excess liquidity.

Loans  receivable  decreased  by $13.1  million,  or 3.0%,  to a total of $423.7
million at June 30,  1998,  as compared to $436.9  million at December 31, 1997.
The decrease resulted primarily from loan disbursements of $76.4 million,  which
were exceeded by principal  repayments totaling $77.0 million and sales of $12.0
million. Loan originations during the 1998 period increased by $11.8 million, or
18.3%,  over the comparable period in 1997. The Savings Bank's loan originations
during 1998 were  primarily  comprised of one- to four-family  and  multi-family
loans, which totaled $59.9 million, or 78.5%, 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 June 30,
 1998 (continued)

The Savings  Bank's  allowance for loan losses  totaled $1.7 million at June 30,
1998, an increase of $37,000,  or 2.2%, over the total at December 31, 1997. The
allowance represented .39% and .37% of total loans at June 30, 1998 and December
31, 1997,  respectively,  and 137.0% and 173.2% of  nonperforming  loans,  which
totaled  $1.2  million  and  $1.0  million  at  those  respective  dates.  While
management  believes the Savings Bank's allowance for loan losses is adequate at
June 30, 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  $418.4 million at June 30, 1998, a decrease of $13.6 million,
or 3.2%,  from  the  total at  December  31,  1997.  Deposits  subject  to daily
repricing  totaled $91.6 million,  or 21.9%, of total deposits at June 30, 1998,
as compared to 21.2% of total  deposits at December  31, 1997.  Certificates  of
deposit totaled $326.8 million,  or 78.1% of total deposits at June 30, 1998, as
compared to 78.8% at December 31, 1997.

Advances from the Federal Home Loan Bank totaled $43.8 million at June 30, 1998,
an increase of $9.6  million,  or 28.1%,  over the balance at December 31, 1997.
The increase resulted primarily from $13.0 million in borrowings during the 1998
period,  which were partially  offset by repayments of $3.4 million.  During the
six months ended June 30, 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 $66.0 million at June 30, 1998, an increase of $1.7
million,  or 2.7%,  over the total at December 31, 1997.  The increase  resulted
primarily  from the net  earnings of $2.3  million,  less  dividends  paid which
totaled $895,000.


Comparison  of Operating  Results for  the Six Month Periods ended June 30, 1998
and 1997

General

Net earnings  amounted to $2.3 million for the six months ended June 30, 1998, a
decrease of $92,000, or 3.8%, from the $2.4 million in net earnings recorded for
the six months ended June 30, 1997. Net interest  income  decreased by $342,000,
which was partially offset by a $158,000  increase in other income and a $60,000
decrease in general, administrative and other expense.

Net Interest Income

Net interest income totaled $7.5 million for the six months ended June 30, 1998,
a decrease of $342,000, or 4.4%, from the 1997 period. Interest income increased
by $298,000,  or 1.6%,  for the six months  ended June 30, 1998,  as compared to
1997.  Interest  income on loans and  mortgage-backed  securities  increased  by
$363,000,  or 2.1%, due primarily to a $23.0 million,  or 5.0%,  increase in the
average balance  outstanding  year to year,  which was partially  offset by a 21
basis point decline in the  weighted-average  yield, from 7.74% in 1997 to 7.53%
in 1998. Interest income on investment securities and interest-bearing  deposits
decreased by $65,000,  or 6.0%, during 1998 due primarily to a $1.3 million,  or
3.5%, decrease 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 Six Month  Periods ended June 30, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits  increased by $88,000,  or .9%, for the six months
ended June 30,  1998,  as compared to the six months  ended June 30,  1997.  The
increase was due  primarily to a $3.7 million,  or .9%,  increase in the average
balance outstanding, as the average cost of deposits remained unchanged at 4.90%
for each of the six month periods ended June 30, 1998 and 1997. Interest expense
on borrowings increased by $552,000,  or 82.0%, due to an $18.8 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 $342,000,  or 4.4%,  for the six months ended
June 30, 1998 as compared to 1997.  The interest  rate spread  amounted to 2.42%
during 1998 and 2.65% in 1997,  while the net interest  margin declined to 2.92%
from 3.18% for the six months ended June 30, 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 $47,000  provision  for losses on loans  during the six months  ended June 30,
1998,  a  decrease  of $3,000  from the  amount  recorded  in the 1997 six month
period.  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 $158,000, or 24.2%, to a total of $811,000 for the six
months  ended June 30, 1998,  as compared to $653,000 in 1997.  The increase was
due primarily to a $135,000  increase in gains on sales of real estate,  coupled
with a $68,000 gain on sale of loans and a $38,000,  or 9.5%,  increase in other
operating income,  which consisted  primarily of service charges and fees, which
were partially  offset by a $66,000 decrease in gains on sale of securities year
to year.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled  $4.6  million for the six
months ended June 30, 1998, a decrease of $60,000, or 1.3%, from the 1997 total.
The decrease resulted  primarily from a $91,000,  or 4.4%,  decrease in employee
compensation  and benefits,  which was partially  offset by a $24,000,  or 6.5%,
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 Six Month  Periods ended June 30, 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 $1.3 million for the six months
ended June 30, 1998, a decrease of $29,000, or 2.1%, from the provision recorded
in the six months ended June 30, 1997.  The  Corporation's  effective  tax rates
were  36.3%  and  35.9%  for the six  months  ended  June  30,  1998  and  1997,
respectively.


Comparison of Operating Results for the Three Month Periods ended June 30, 1998
and 1997

General

Net earnings  amounted to $1.1 million for the three months ended June 30, 1998,
a decrease of $87,000,  or 7.1%, from the $1.2 million in net earnings  recorded
for the three  months  ended June 30, 1997.  Net  interest  income  decreased by
$146,000,  which was partially  offset by a $20,000  increase in other income, a
$6,000  decrease  in  general,  administrative  and other  expense and a $35,000
decrease in the provision for federal income taxes.

Net Interest Income

Net  interest  income  totaled  $3.8 million for the three months ended June 30,
1998, a decrease of $146,000,  or 3.7%,  from the 1997 period.  Interest  income
increased by $17,000,  or .2%,  for the three  months  ended June 30,  1998,  as
compared  to 1997.  Interest  income  on loans  and  mortgage-backed  securities
increased by $102,000,  or 1.1%,  due  primarily  to a $20.5  million,  or 4.4%,
increase in the average balance  outstanding  year to year,  which was partially
offset by a 24 basis point decline in the weighted-average  yield, from 7.71% in
1997  to  7.47%  in  1998.   Interest   income  on  investment   securities  and
interest-bearing  deposits  decreased  by  $85,000,  or 15.7%,  during  1998 due
primarily  to a  $3.9  million,  or  11.2%,  decrease  in  the  average  balance
outstanding, coupled with a 31 basis point decline in the weighted-average yield
year to year, to 5.97% for the three months ended June 30, 1998.







                                       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, 1998
and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits  decreased  by  $169,000,  or 3.2%,  for the three
months ended June 30, 1998, as compared to the three months ended June 30, 1997.
The  decrease  was due  primarily to a $5.5  million,  or 1.3%,  decrease in the
average  balance  outstanding,  coupled  with a 10 basis  point  decline  in the
average  cost of  deposits,  to 4.84% for the quarter  ended June 30,  1998,  as
compared to 4.94% for the 1997 quarter. Interest expense on borrowings increased
by $332,000, or 95.4%, due to a $23.0 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 $146,000,  or 3.7%, for the three months ended
June 30, 1998 as compared to 1997.  The interest  rate spread  amounted to 2.44%
during 1998 and 2.61% in 1997,  while the net interest  margin declined to 2.95%
from 3.15% for the three months ended June 30, 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 $27,000  provision  for losses on loans during the three months ended June 30,
1998, compared to $25,000 recorded in the 1997 three month period.  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 $20,000, or 7.0%, to a total of $306,000 for the three
months  ended June 30, 1998,  as compared to $286,000 in 1997.  The increase was
due primarily to a $25,000 increase in gains on sales of loans.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $2.3 million for the three
months ended June 30, 1998, a decrease of $6,000,  or .3%,  from the 1997 total.
The decrease resulted primarily from an $18,000,  or 1.8%,  decrease in employee
compensation  and benefits and a $26,000,  or 6.4%,  decrease in other operating
expense,  which  were  partially  offset by an  $11,000,  or 5.9%,  increase  in
franchise taxes and a $21,000, or 20.8%, increase in data processing.




                                       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 June 30, 1998
and 1997 (continued)

Federal Income Taxes

The  provision for federal  income taxes  totaled  $653,000 for the three months
ended June 30, 1998, a decrease of $35,000, or 5.1%, from the provision recorded
in the three months ended June 30, 1997. The  Corporation's  effective tax rates
were  36.5%  and  36.0%  for the  three  months  ended  June 30,  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 18.76% at June 30, 1998.  At June 30, 1998
the Savings Bank's "liquid" assets totaled  approximately  $66.3 million,  which
was $51.4 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 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 June 30, 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.




                                       16


<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, 1998
and 1997 (continued)

Liquidity and Capital Resources (continued)

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  June  30,  1998,  the  total  approved  loan
commitments outstanding amounted to $13.0 million. At the same date, commitments
under unused lines of credit secured by one- to four-family residential property
amounted to $5.3 million,  commitments  under unused lines of credit  secured by
multi-family  and  non-residential  real  estate  totaled  $3.0  million and the
unadvanced portion of construction loans approximated $9.4 million.  At June 30,
1998,  commitments  to sell loans  amounted  to $2.2  million.  Certificates  of
deposit scheduled to mature in one year or less at June 30, 1998, totaled $248.5
million  and  Federal  Home  Loan  Bank  advances  maturing  in one year or less
amounted  to $12.4  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 June 30,  1998,  the  Savings  Bank's  capital was well in excess of all such
minimum capital requirements.


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.



                                       17



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Other Matters (continued)

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.


Quantitative and Qualitative Disclosures About Market Risk

Quantitative  and  Qualitative  disclosures  about market risk are  presented at
December  31, 1997 in Item 7A of the  Corporation's  Annual  Report on Form 10K,
filed with the SEC on March 30,  1998.  Management  believes  there have been no
material changes in the Corporation's market risk since December 31, 1997.


















                                       18


<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

         Deadlines for Shareholder Proposals

         Pursuant to Rule 14a-5(e) under the Securities Exchange Act of
         1934, as amended effective June 29, 1998:

         (1)      The deadline for submitting shareholder proposals for
                  inclusion in the  Corporation's  proxy  statement and
                  form of  proxy  for  the  Corporation's  1999  Annual
                  Meeting  of  Stockholders  pursuant  to Rule 14a-8 is
                  November 27, 1998.

         (2)      The date after which notice of a shareholder proposal
                  submitted  outside  the  processes  of Rule  14a-8 is
                  considered untimely is February 27, 1999.

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 June 30, 1998.

         Exhibit 27:           Financial Data Schedule for the Six Months Ended
                               June 30, 1998.










                                       19



<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 10, 1998                  By: /s/John R. Reusing
       -----------------------                   ------------------
                                                   John R. Reusing
                                                   President and Chief Executive
                                                   Officer





Date:       August 10, 1998                  By: /s/Paul D. Staubach
       -----------------------                   -------------------
                                                   Paul D. Staubach
                                                    Senior Vice President and
                                                    Chief Financial Officer





























                                       20