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, 1999    
                               ----------------------------------------------

                                       OR

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

For the transition period from ____________ to _______________

Commission File No. 0-27868

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

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

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

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X                                         No ____

As of May 12,  1999,  the  latest  practicable  date,  9,119,619  shares  of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 16 pages

<PAGE>


                        Fidelity Financial of Ohio, Inc.

                                      INDEX

                                                                          Page

PART I   - FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition                3

               Consolidated Statements of Operations                         4

               Consolidated Statements of Comprehensive Income               5

               Consolidated Statements of Cash Flows                         6

               Notes to Consolidated Financial Statements                    8

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

               Quantitative and Qualitative Disclosures About
               Market Risk                                                  14


PART II  - OTHER INFORMATION                                                15

SIGNATURES                                                                  16



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                          March 31,        December 31,
         ASSETS                                                                                1999                1998
                                                                                                             (Restated)
<S>                                                                                           <C>                <C>
Cash and due from banks                                                                    $  3,156            $  5,385
Interest-bearing deposits in other financial institutions                                    15,426              23,315
                                                                                            -------             -------
         Cash and cash equivalents                                                           18,582              28,700

Investment securities available for sale - at market                                          9,933                 838
Investment securities held to maturity- at cost, approximate market value of
  $7,191 at December 31, 1998                                                                    -                7,079
Mortgage-backed securities available for sale - at market                                    36,620              29,432
Mortgage-backed securities held to maturity - at cost, approximate market value of
  $25,277 and $38,200 at March 31, 1999 and December 31, 1998, respectively                  25,170              38,234
Loans receivable - net                                                                      681,572             675,807
Loans held for sale - at lower of cost or market                                              1,192                 236
Office premises and equipment - at depreciated cost                                          12,463              12,876
Real estate acquired through foreclosure                                                         -                   32
Federal Home Loan Bank stock - at cost                                                        7,300               7,176
Accrued interest receivable on loans                                                          3,970               3,521
Accrued interest receivable on mortgage-backed securities,
  investment securities and other                                                               427                 537
Cash surrender value of life insurance                                                        1,491               1,073
Prepaid expenses and other assets                                                             1,699               1,683
Goodwill and other intangible assets, net of accumulated amortization                         6,931               7,124
Prepaid federal income taxes                                                                    180                 316
                                                                                            -------             -------

         Total assets                                                                      $807,530            $814,664
                                                                                            =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $617,120            $629,158
Advances from the Federal Home Loan Bank                                                     85,986              78,752
Advances by borrowers for taxes and insurance                                                 2,223               3,592
Accrued interest and other liabilities                                                        5,041               3,490
Deferred federal income taxes                                                                   852               1,372
                                                                                            -------             -------
         Total liabilities                                                                  711,222             716,364

 Stockholders' equity
  Preferred stock - authorized, 5,000,000 shares at $.10 par value; none issued                  -                   - 
  Common stock - authorized, 15,000,000 shares at $.10 par value; 9,119,619 and
    9,093,684 shares issued and outstanding at March 31, 1999 and December 31, 1998             912                 909
  Additional paid-in capital                                                                 54,603              54,434
  Retained earnings - restricted                                                             42,620              44,906
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,596)             (1,633)
  Less shares acquired for stock benefit plans                                                 (314)               (314)
  Unrealized gain (loss) on securities designated as available for sale,
    net of related tax effects                                                                   83                  (2)
                                                                                            -------             -------
         Total stockholders' equity                                                          96,308              98,300
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $807,530            $814,664
                                                                                            =======             =======
</TABLE>


                                        3


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                              <C>                <C>
Interest income
  Loans                                                                                       $12,956           $13,484
  Mortgage-backed securities                                                                      982             1,036
  Investment securities                                                                           130               207
  Interest-bearing deposits and other                                                             393               531
                                                                                               ------            ------
         Total interest income                                                                 14,461            15,258

Interest expense
  Deposits                                                                                      6,806             7,971
  Borrowings                                                                                    1,208             1,173
                                                                                               ------            ------
         Total interest expense                                                                 8,014             9,144
                                                                                               ------            ------

         Net interest income                                                                    6,447             6,114
Provision for losses on loans                                                                      75                95
                                                                                               ------            ------
         Net interest income after provision for losses on loans                                6,372             6,019

Other income
  Gain on sale of investment and mortgage-backed securities                                        -                 62
  Gain on sale of loans                                                                            32                60
  Gain on sale of office premises and equipment                                                    -                 84
  Loss on sale of real estate owned                                                                (2)               - 
  Other operating                                                                                 429               501
                                                                                               ------            ------
         Total other income                                                                       459               707

General, administrative and other expense
  Employee compensation and benefits                                                            3,636             1,756
  Occupancy and equipment                                                                         842               576
  Federal deposit insurance premiums                                                               86               103
  Franchise taxes                                                                                 310               269
  Amortization of goodwill and other intangible assets                                            193               207
  Data processing                                                                                 743               224
  Other operating                                                                               2,252               657
                                                                                               ------            ------
         Total general, administrative and other expense                                        8,062             3,792
                                                                                               ------            ------

         Earnings (loss) before income taxes (credits)                                         (1,231)            2,934

Federal income taxes (credits)
  Current                                                                                         551               993
  Deferred                                                                                       (562)               54
                                                                                               ------            ------
         Total federal income tax expense (credits)                                               (11)            1,047
                                                                                               ------            ------

         NET EARNINGS (LOSS)                                                                  $(1,220)          $ 1,887
                                                                                               ======            ======

         EARNINGS (LOSS) PER SHARE
           Basic                                                                                $(.14)             $.22
                                                                                                 ====               ===

           Diluted                                                                              $(.14)             $.21
                                                                                                 ====               ===

</TABLE>


                                        4


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


                                                                                               1999                1998
                                                                                                             (Restated)
<S>                                                                                            <C>                  <C>
Net earnings (loss)                                                                         $(1,220)             $1,887

Other comprehensive income, net of tax:
  Unrealized gains (losses) on securities designated as
    available for sale                                                                           85                 (27)

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

Comprehensive income (loss)                                                                 $(1,135)             $1,901
                                                                                             ======               =====



</TABLE>






























                                        5



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                              <C>                <C>
Cash flows from operating activities:
  Net earnings (loss) for the period                                                          $(1,220)          $ 1,887
  Adjustments to reconcile net earnings (loss) to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                                 251               267
    Amortization of premiums on investments and mortgage-backed securities                         58                26
    Amortization of deferred loan origination costs                                                73               133
    Amortization expense of employee stock benefit plans                                           44               134
    Amortization of goodwill and other intangible assets                                          193               207
    Amortization of purchase accounting adjustments                                                23               (81)
    Gain on sale of investment and mortgage-backed securities                                      -                (62)
    Loss on sale of mortgage loans                                                                  2                25
    Loans disbursed for sale in the secondary market                                           (3,759)           (7,820)
    Proceeds from sale of mortgage loans                                                        2,801             7,254
    Gain on sale of real estate                                                                    -               (141)
    Loss on sale of office premises and equipment                                                  -                 57
    Loss on sale of real estate acquired through foreclosure                                        2                - 
    Federal Home Loan Bank stock dividends                                                       (124)             (119)
    Provision for losses on loans                                                                  75                95
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                       (449)             (152)
      Accrued interest receivable on mortgage-backed securities,
        investments and other                                                                     110              (108)
      Prepaid expenses and other assets                                                          (418)             (590)
      Accrued interest and other liabilities                                                    1,551             1,873
      Federal income taxes
        Current                                                                                   136               794
        Deferred                                                                                 (562)               54
                                                                                               ------            ------
         Net cash provided by (used in) operating activities                                   (1,209)            3,733

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                           (1,994)             (992)
  Proceeds from maturities/calls of investment securities held to maturity                         -              2,500
  Proceeds from sale of investment securities designated as available for sale                     -              1,142
  Maturities of investment securities designated as available for sale                             -                 13
  Purchase of mortgage-backed securities designated as available for sale                          -             (8,210)
  Principal repayments on investment securities designated as available for sale                   33                - 
  Principal repayments on mortgage-backed securities                                            5,901             4,527
  Purchase of mortgage-backed securities designated as held to maturity                            -            (14,883)
  Loan disbursements                                                                          (46,712)          (57,654)
  Principal repayments on loans                                                                40,755            72,871
  Proceeds from sale of real estate                                                                -              1,809
  Purchases and additions to office premises and equipment                                         -               (237)
  Disposal of office premises and equipment                                                       290                - 
  Decrease in cash surrender value of life insurance                                              (16)              (16)
  Proceeds from sale of real estate acquired through foreclosure                                   30                - 
  Additions to real estate acquired through foreclosure                                          (146)               (6)
                                                                                               ------            ------
         Net cash provided by (used in) investing activities                                   (1,859)              864
                                                                                               ------            ------

         Net cash provided by (used in) operating and investing activities
           (subtotal carried forward)                                                          (3,068)            4,597
                                                                                               ------            ------
</TABLE>


                                        6


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the three months ended March 31,

                                 (In thousands)
                                                                                                    1999           1998
                                                                                                             (Restated)
<S>                                                                                                <C>              <C>
         Net cash provided by (used in) operating and investing activities
           (subtotal brought forward)                                                            $(3,068)       $ 4,597

Cash provided by (used in) financing activities:
  Net decrease in deposit accounts                                                               (11,921)       (10,454)
  Proceeds from Federal Home Loan Bank advances                                                    8,000         38,141
  Repayment of Federal Home Loan Bank advances                                                      (859)       (28,589)
  Shares issued under stock option and benefit plans                                                 177             71
  Dividends on common stock                                                                       (1,078)          (675)
  Advances by borrowers for taxes and insurance                                                   (1,369)        (1,415)
                                                                                                  ------         ------
         Net cash used in financing activities                                                    (7,050)        (2,921)
                                                                                                  ------         ------

Net increase (decrease) in cash and cash equivalents                                             (10,118)         1,676

Cash and cash equivalents at beginning of period                                                  28,700         30,531
                                                                                                  ------         ------

Cash and cash equivalents at end of period                                                       $18,582        $32,207
                                                                                                  ======         ======


Supplemental disclosure of cash flow information:
 Cash paid during the year for:
    Federal income taxes                                                                         $   300        $   420
                                                                                                  ======         ======

    Interest on deposits and borrowings                                                          $ 8,028        $ 9,097
                                                                                                  ======         ======

Supplemental disclosure of noncash investing and financing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                         $    85        $   (27)
                                                                                                  ======         ====== 

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

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

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

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

  Recognition of mortgage servicing rights in accordance with SFAS No. 125                       $    34        $    85
                                                                                                  ======         ======

</TABLE>









                                        7


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    1.   Basis of Presentation

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

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

    2.   Principles of Consolidation

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

    3.   Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding during the period,  less shares in the ESOP that are unallocated
    and not committed to be released. Weighted-average common shares outstanding
    totaled  8,958,791 and 8,572,199 for the three month periods ended March 31,
    1999 and 1998, respectively.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    8,958,791  and 9,004,686 for the three months ended March 31, 1999 and 1998,
    respectively.  Incremental  shares related to the assumed  exercise of stock
    options  totaling  432,487  were  included  in the  computation  of  diluted
    earnings per share for the three month period ended March 31, 1998.





                                        8


<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements

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

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

    SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. On
    adoption,   entities  are  permitted  to  transfer   held-to-maturity   debt
    securities to the  available-for-sale  or trading  category  without calling
    into question their intent to hold other debt  securities to maturity in the
    future.  SFAS No.  133 is not  expected  to have a  material  impact  on the
    Corporation's financial statements.


























                                        9


<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Forward-Looking Statements

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

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


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

The Corporation's  consolidated total assets amounted to $807.5 million at March
31, 1999, a decrease of $7.1 million,  or .9%, from the $814.6  million total at
December 31, 1998.  The decline in assets  resulted  primarily from a decline in
deposits of $12.0 million and decline in  stockholder's  equity of $2.0 million,
which were partially offset by an increase of $7.2 million in FHLB advances.

Cash  and  cash   equivalents,   comprised  of  cash  and  due  from  banks  and
interest-bearing  deposits in other  financial  institutions,  amounted to $18.6
million at March 31, 1999, a decrease of $10.1 million, or 35.3%, from the total
in 1998.

Investment  securities  (including investment securities classified at available
for sale)  totaled $9.9 million at March 31, 1999,  an increase of $2.0 million,
or 25.5%.  During the  quarter  ended  March 31,  1999,  a $2.0  million  agency
security was purchased. In accordance with SFAS No. 115, management reclassified
$7.1 million of investment securities from held to maturity to the available for
sale   classification   at  the  effective  date  of  the  merger.   Investments
reclassified  included  U.S.  Government  treasury  and agency  securities,  and
municipal securities.

Mortgage-backed  securities  (including  securities  classified as available for
sale) totaled  $61.8  million at March 31, 1999, a decrease of $5.9 million,  or
8.7%,  from the total at December  31,  1998.  The  decrease in  mortgage-backed
securities was due primarily to principal  repayments  totaling $5.9 million. In
accordance  with  SFAS  No.  115  management   reclassified   $27.2  million  of
mortgage-backed  securities  from held to  maturity  to the  available  for sale
classification  and  transferred  $16.9 million of securities from available for
sale to the held to maturity portfolio.



                                       10



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


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

Loans  receivable  increased  by $6.7  million,  or 1.0%,  to a total of  $682.8
million at March 31, 1999,  as compared to $676.0  million at December 31, 1998.
The increase resulted  primarily from loan originations of $50.5 million,  which
exceeded principal  repayments totaling $40.8 million and sales of $2.8 million.
Centennial's loan originations  during 1999 were comprised  primarily of one- to
four-family and multi-family loans.

Centennial's  allowance for loan losses  totaled $3.0 million at March 31, 1999,
an increase of  $71,000,  or 2.4%,  over the total at  December  31,  1998.  The
allowance  represented  .44%  and .43% of total  loans  at  March  31,  1999 and
December 31, 1998,  respectively,  and 105.1% and 125.6% of nonperforming loans,
which  totaled $2.9 million and $2.4 million at those  respective  dates.  While
management believes Centennial's  allowance for loan losses is adequate at March
31, 1999,  based upon the  available  facts and  circumstances,  there can be no
assurance  that  additions  to the  allowance  will not be  necessary  in future
periods, which could adversely affect future operating results.

Deposits  totaled $617.1 million at March 31, 1999, a decrease of $12.0 million,
or 1.9%,  from the total at December  31, 1998.  Advances  from the Federal Home
Loan Bank totaled  $86.0 million at March 31, 1999, an increase of $7.2 million,
or 9.2%, over the balance at December 31, 1998. The increase resulted  primarily
from $8.0 million in  borrowings  during the 1999 period,  which were  partially
offset by  repayments  of  $859,000.  During the quarter  ended March 31,  1999,
certificate of deposit holders chose not to renew at the established rates which
caused the decline in  deposits.  The  increase  in advances  was due to several
fixed-rate  balloon  loans  obtained  from  the  Federal  Home  Loan  Bank  with
maturities  ranging  between five and eight years.  Proceeds  from such advances
were used primarily to fund loan originations.

Stockholders' equity totaled $96.3 million at March 31, 1999, a decrease of $2.0
million,  or 2.0%,  from the total at December 31, 1998.  The decrease  resulted
primarily  from a net loss of $1.2 million and dividends paid which totaled $1.1
million, which were partially offset by issuance of stock under employee benefit
and option plans of $221,000,  and an $85,000  increase in  unrealized  gains on
securities designated as available for sale.


Comparison of Operating Results for the Three Month Periods ended March 31, 1999
and 1998

General

During  the  quarter  ended  March  31,  1999,  a net loss of $1.2  million  was
reported.  The Corporation  incurred $4.2 million in non-recurring  merger costs
during the  quarter to  complete  the merger of equals  with  Glenway  Financial
Corporation.  Excluding the non-recurring  merger costs, net earnings would have
been $1.921  million,  an increase of $34,000,  or 1.8%, over the $1.887 million
recorded for the three months ended March 31, 1998.




                                       11



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Comparison of Operating Results for the Three Month Periods ended March 31, 1999
and 1998 (continued)

Net Interest Income

Net  interest  income  totaled $6.4 million for the three months ended March 31,
1999, an increase of $333,000,  or 5.5%,  from the 1998 period.  Interest income
decreased  by  $797,000 or 5.2%,  for the three  months  ended  March 31,  1999,
compared  to  the  same   quarter  in  1998.   Interest   income  on  loans  and
mortgage-backed securities decreased by $582,000, or 4.0%, due primarily to a 25
basis point decline in the  weighted-average  yield, from 7.71% in 1998 to 7.46%
in 1999, and a $5.9 million,  or .8%, decline in the average balance outstanding
from  period  to  period.   Interest   income  on  investment   securities   and
interest-bearing  deposits  decreased  by  $215,000,  or 29.1%,  during the 1999
period, compared to the 1998 period, due primarily to a $13.7 million, or 27.8%,
decrease  in the  average  balance  outstanding,  coupled  with a 10 basis point
decline  in the  weighted-average  yield  year to year,  to 5.89%  for the three
months ended March 31, 1999.

Interest expense on deposits decreased by $1.2 million,  or 14.6%, for the three
months ended March 31, 1999,  compared to the three months ended March 31, 1998.
The decrease  was due  primarily to a $34.6  million,  or 5.3%,  decrease in the
average  balance  outstanding,  coupled  with a 48 basis  point  decline  in the
average cost of  deposits,  to 4.39% for the quarter  ended March 31,  1999,  as
compared to 4.87% for the 1998 quarter. Interest expense on borrowings increased
by $35,000,  or 3.0%,  due  primarily to a $4.8 million  increase in the average
balance of outstanding  borrowings  during 1999, which was partially offset by a
17 basis point decline in the average cost of borrowings.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $333,000,  or 5.5%, for the three months ended
March 31, 1999  compared to 1998.  The  interest  rate spread  amounted to 2.84%
during  the 1999  period  and  2.62%  in 1998,  while  the net  interest  margin
increased  to 3.30% from 3.05% for the three  months  ended  March 31,  1999 and
1998, respectively.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,   the  volume  and  type  of  lending  conducted  by
Centennial,  the status of past due  principal  and interest  payments,  general
economic  conditions,  particularly  as such  conditions  relate to Centennial's
market area, and other factors  related to the  collectibility  of  Centennial's
loan  portfolio.  As a result of such  analysis,  management  recorded a $75,000
provision  for losses on loans  during the three  months  ended March 31,  1999,
compared to $95,000 recorded in the 1998 three month period.  The current period
provision  reflects  growth in the loan  portfolio,  coupled with an increase in
nonperforming  loans during the quarter.  Nonperforming  loans at March 31, 1999
were  comprised  of  $2.0  million  of  one-  to  four-family   residential  and
multi-family  properties  and  $700,000  of  nonresidential  properties.  It  is
management's belief that all nonperforming  loans are adequately  collateralized
and that the Bank  will not  incur any  losses  on such  loans.  There can be no
assurance  that the allowance for loan losses of Centennial  will be adequate to
cover losses on nonperforming assets in the future.

                                       12


<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Comparison of Operating Results for the Three Month Periods ended March 31, 1999
and 1998 (continued)

Other Income

Other income  decreased by  $248,000,  or 35.1%,  to a total of $459,000 for the
three months ended March 31,  1999,  compared to $707,000 in 1998.  The decrease
was due  primarily  to an $84,000  decrease in gains on sale of real  estate,  a
$62,000 decrease in gains on sale of investment and mortgage-backed  securities,
and a decrease in gains on sale of loans of $28,000. Other operating income also
declined  by  $72,000,  or 14.4%,  from  period to period.  The decline in other
operating  income was  mainly  attributable  to a decrease  in fees on loans and
service charges on deposits.


General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $8.1 million for the three
months ended March 31, 1999.  Excluding  non-recurring  merger charges  totaling
$4.2  million,  general,  administrative,  and  other  expense  would  have been
reported as $3.9 million,  an increase of $70,000, or 1.8%, from the 1998 total.
The non-recurring merger charges included employee  compensation and benefits of
$1.7 million,  occupancy and equipment of $290,000, data processing of $522,000,
and  other  operating  expenses  of  $1.7  million.   The  increase  in  general
administrative and other expenses,  excluding one-time merger expenses,  was due
to a $149,000,  or 8.5%,  increase in employee  compensation  and benefits and a
$41,000,  or 15.2%,  increase in franchise  tax expense.  These  increases  were
partially offset by a decline in data processing  expense of $3,000,  or 1.3%, a
decline in  occupancy  and  equipment  of $24,000,  or 4.2%,  a decline in other
operating  expenses of $62,000, a decline in FDIC insurance premiums of $17,000,
and a decline in amortization of goodwill of $14,000.

The  increase in employee  compensation  and benefits was due to new staff hired
for the commercial lending department and normal merit increases.

Federal Income Taxes

The benefit for federal income taxes totaled  $11,000 for the three months ended
March 31, 1999, a decrease of $1.1 million,  from the provision  recorded in the
three months ended March 31, 1998.  The  Corporation's  effective tax rates were
35.5%  and  35.7%  for  the  three   months  ended  March  31,  1999  and  1998,
respectively.









                                       13



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Year 2000 Compliance Matters

Centennial  has been working for the last several years to resolve the potential
impact of Year 2000 on the  ability of the  computerized  information  system to
accurately  process  information that may be date sensitive.  Centennial's  Year
2000  compliance plan has five phases:  these phases are (1) project  management
and awareness, (2) assessment, (3) renovation and implementation, (4) validation
and  testing,  and  (5)  development  of  a  contingency  plan.  Centennial  has
substantially  completed  phases  one  through  four  with  respect  to the core
application systems related to deposit and loan processing, although appropriate
follow-up activities continue to occur. Centennial is proceeding with additional
testing of ancillary processes,  including system interfaces, and implementation
phases of the Y2K Plan.

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

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

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

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

Centennial  and DCI are on schedule  to meet Y2K project  dates set forth by the
FFIEC for remediation testing and contingency planning. Bank management believes
that all other  systems and  hardware  will be Year 2000 ready by June 30, 1999.
Contingency  plans will be made for elements outside of management's  control or
ability to test, such as power, water or telephone  failure,  which could affect
operations.


Quantitative and Qualitative Disclosures About Market Risk

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



                                       14


<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

          A special meeting of  shareholders  was held on February 16, 1999. Two
          matters were  submitted to the  shareholders  for which the  following
          votes were cast:

          1)   A  resolution  to  adopt  an  amendment  to  FFOH's  Articles  of
               Incorporation  to reduce from  two-thirds  of the voting power of
               FFOH to a majority of the voting power of FFOH the vote  required
               to approve a  proposed  merger of  consolidation  of FFOH with or
               into  one or  more  corporations  or a  proposed  combination  or
               majority  share  acquisition  involving the issuance of shares of
               FFOH and requiring shareholder approval.

               For:  3,342,073        Against:  453,951        Abstain:  28,743

          2)   A  resolution  to  adopt  an  Agreement  of  Merger,  dated as of
               September 28, 1998 (the "Agreement"), by and among FFOH, Fidelity
               Acquisition    Corporation   ("FAC"),   and   Glenway   Financial
               Corporation ("GFCO"), which provides, among other things, for (i)
               the merger of GFCO with and into FAC (the  "Merger") and (ii) the
               conversion  of each  share of  common  stock of GFCO  outstanding
               immediately  prior to the Merger  (other  than any shares held by
               either FFOH or GFCO) into the right to receive 1.50 share of FFOH
               common stock, plus cash in lieu of any fractional share interest.

               For:  3,539,925       Against:  493,809         Abstain:  19,362

ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8-K

          On  September  29,  1998,  the  Corporation  filed a Form 8-K with the
          Securities  and  Exchange  Commission   reporting  under  Item  5  its
          execution of an Agreement of Merger with Glenway Financial Corporation
          ("Glenway"),  dated  as  of  September  28,  1998  (the  "Agreement"),
          pursuant to which Glenway will merge into a wholly-owned subsidiary of
          the Corporation.  On October 1, 1998, the Corporation amended its Form
          8-K to file the Agreement and exhibits thereto.

          Exhibit 27.1:            Financial Data Schedule for the three  months
                                   ended March 31, 1999.

          Exhibit 27.2:            Restated  Financial  Data Schedule  for  the
                                   three  months ended March 31, 1998.


                                       15


<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 14, 1999                       By: /s/Robert R. Sudbrook
       -----------------------------               ----------------------------
                                                      Robert R. Sudbrook
                                                      Chairman and Chief
                                                      Executive Officer





Date:       May 14, 1999                       By: /s/Paul D. Staubach
       -----------------------------               ----------------------------
                                                      Paul D. Staubach
                                                      Senior Vice President and
                                                      Chief Financial Officer





























                                       16