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      September 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 October 28, 1998, the latest  practicable  date,  5,601,977  shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 21 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                                                   19


PART II - OTHER INFORMATION                                                20

SIGNATURES                                                                 21



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                      September 30,        December 31,
         ASSETS                                                                                1998                1997
<S>                                                                                            <C>                  <C>
Cash and due from banks                                                                    $  2,069            $  2,801
Federal funds sold                                                                           17,024              22,646
Interest-bearing deposits in other financial institutions                                       416               5,084
                                                                                            -------             -------
         Cash and cash equivalents                                                           19,509              30,531

Investment securities available for sale - at market                                          1,844               6,020
Mortgage-backed securities available for sale - at market                                    26,629              25,827
Mortgage-backed securities - at cost, approximate market value of
  $32,120 and $13,706 at September 30, 1998 and December 31, 1997, respectively              31,999              13,527
Loans receivable - net                                                                      425,498             436,414
Loans held for sale - at lower of cost or market                                                197                 438
Office premises and equipment - at depreciated cost                                           7,387               7,462
Real estate acquired through foreclosure                                                         95                  - 
Federal Home Loan Bank stock - at cost                                                        4,387               4,157
Accrued interest receivable on loans                                                          2,273               2,110
Accrued interest receivable on mortgage-backed securities                                       353                 245
Accrued interest receivable on investments                                                       46                 132
Prepaid expenses and other assets                                                               623                 289
Goodwill and other intangible assets, net of accumulated amortization                         7,116               7,628
Prepaid federal income taxes                                                                    161                 320
                                                                                            -------             -------

         Total assets                                                                      $528,117            $535,100
                                                                                            =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $418,953            $432,024
Advances from the Federal Home Loan Bank                                                     38,392              34,233
Advances by borrowers for taxes and insurance                                                 1,690               2,134
Accrued interest and other liabilities                                                        1,573               1,826
Deferred federal income taxes                                                                   682                 609
                                                                                            -------             -------
         Total liabilities                                                                  461,290             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; 5,601,977 and
    5,593,969 shares issued and outstanding at September 30, 1998 and December 31, 1997         560                 559
  Additional paid-in capital                                                                 41,634              41,548
  Retained earnings - restricted                                                             26,515              24,147
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,672)             (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                                                                   24                 117
                                                                                            -------             -------
         Total stockholders' equity                                                          66,827              64,274
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $528,117            $535,100
                                                                                            =======             =======

</TABLE>


                                        3


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                For the three and nine months ended September 30,
                        (In thousands, except share data)


                                                                            Nine months ended        Three months ended
                                                                               September 30,             September 30,
                                                                            1998         1997           1998       1997
<S>                                                                        <C>          <C>             <C>        <C>
Interest income
  Loans                                                                  $24,531      $24,765         $8,123     $8,513
  Mortgage-backed securities                                               2,583        2,057            921        602
  Investment securities                                                      243          862             60        268
  Interest-bearing deposits and other                                      1,164          765            323        269
                                                                          ------       ------          -----      -----
         Total interest income                                            28,521       28,449          9,427      9,652

Interest expense
  Deposits                                                                15,426       15,601          5,069      5,332
  Borrowings                                                               1,839        1,106            614        433
                                                                          ------       ------          -----      -----
         Total interest expense                                           17,265       16,707          5,683      5,765
                                                                          ------       ------          -----      -----

         Net interest income                                              11,256       11,742          3,744      3,887

Provision for losses on loans                                                 77           75             30         25
                                                                          ------       ------          -----      -----

         Net interest income after provision for losses on loans          11,179       11,667          3,714      3,862

Other income
  Gain on sale of investment and mortgage-backed securities                   62          136             -           8
  Gain on sale of loans                                                      119           29             51         25
  Gain on sale of real estate                                                141            6             -          - 
  Rental                                                                     150          164             47         48
  Other operating                                                            694          644            257        246
                                                                          ------       ------          -----      -----
         Total other income                                                1,166          979            355        327

General, administrative and other expense
  Employee compensation and benefits                                       2,893        3,066            937      1,019
  Occupancy and equipment                                                  1,148        1,115            395        379
  Federal deposit insurance premiums                                         197          189             74         66
  Franchise taxes                                                            598          557            202        185
  Amortization of goodwill and other intangible assets                       512          523            169        173
  Data processing                                                            376          345            129        122
  Other operating                                                          1,228        1,214            437        396
                                                                          ------       ------          -----      -----
         Total general, administrative and other expense                   6,952        7,009          2,343      2,340
                                                                          ------       ------          -----      -----

         Earnings before income taxes                                      5,393        5,637          1,726      1,849

Federal income taxes
  Current                                                                  1,820        1,513            578        508
  Deferred                                                                   121          479             33        125
                                                                          ------       ------          -----      -----
         Total federal income taxes                                        1,941        1,992            611        633
                                                                          ------       ------          -----      -----

         NET EARNINGS                                                    $ 3,452      $ 3,645         $1,115     $1,216
                                                                          ======       ======          =====      =====

         EARNINGS PER SHARE
           Basic                                                          $0.64        $0.67           $0.21      $0.22
                                                                           ====         ====            ====       ====

           Diluted                                                        $0.63        $0.66           $0.20      $0.22
                                                                           ====         ====            ====       ====

</TABLE>

                                        4


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                     For the nine months ended September 30,
                                 (In thousands)


                                                          1998           1997
<S>                                                        <C>            <C>
Net earnings                                            $3,452         $3,645

Other comprehensive income, net of tax:
  Unrealized gains (losses) on securities
    designated as available for sale                       (52)            27

  Reclassification adjustment for gains included
    in net earnings                                        (41)           (91)
                                                         -----          -----

Comprehensive income                                    $3,359         $3,581
                                                         =====          =====
</TABLE>

































                                        5



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     For the nine months ended September 30,
                                 (In thousands)

                                                                                                 1998              1997
<S>                                                                                              <C>                <C>
Cash flows from operating activities:
  Net earnings for the period                                                                $  3,452           $ 3,645
  Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                                 496               488
    Amortization of premiums on investments and mortgage-backed securities                        122                20
    Amortization of deferred loan origination costs                                               327               165
    Amortization expense of employee stock benefit plans                                          430               233
    Amortization of goodwill and other intangible assets                                          512               523
    Amortization of purchase accounting adjustments                                              (167)             (640)
    Gain on sale of investment and mortgage-backed securities                                     (62)             (136)
    (Gain) loss on sale of mortgage loans                                                          63                (4)
    Loans disbursed for sale in the secondary market                                          (14,715)           (2,086)
    Proceeds from sale of mortgage loans                                                       14,893             1,974
    Gain on sale of office premises and equipment                                                  -                 (6)
    Gain on sale of real estate                                                                  (141)               - 
    Federal Home Loan Bank stock dividends                                                       (230)             (209)
    Provision for losses on loans                                                                  77                75
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                       (163)             (313)
      Accrued interest receivable on mortgage-backed securities                                  (108)               40
      Accrued interest receivable on investments                                                   86               151
      Prepaid expenses and other assets                                                          (334)             (151)
      Accrued interest and other liabilities                                                     (253)             (903)
      Federal income taxes
        Current                                                                                   159               507
        Deferred                                                                                  121               479
                                                                                              -------            ------
         Net cash provided by operating activities                                              4,565             3,852

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                           (1,000)          (12,508)
  Proceeds from sale of investment securities designated as available for sale                  1,146            16,575
  Maturities of investment securities designated as available for sale                          4,036                38
  Purchase of mortgage-backed securities designated as available for sale                      (9,094)          (10,040)
  Proceeds from sale of mortgage-backed securities designated as available for sale                -             14,306
  Principal repayments on mortgage-backed securities designated as available for sale           8,127             3,473
  Purchase of mortgage-backed securities designated as held to maturity                       (24,156)           (5,078)
  Principal repayments on mortgage-backed securities designated as held to maturity             5,645             1,550
  Loan disbursements                                                                          (90,069)          (88,981)
  Sale of loan participations                                                                   1,708                - 
  Purchase of loan participations                                                              (1,999)           (5,038)
  Principal repayments on loans                                                               100,677            49,242
  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                                       (497)             (631)
  Additions to real estate acquired through foreclosure                                            (6)               - 
  Proceeds from sale of real estate acquired through foreclosure                                  160                - 
                                                                                              -------            ------
         Net cash used in investing activities                                                 (5,109)          (37,050)
                                                                                              -------            ------

         Net cash used in operating and investing activities
           (subtotal carried forward)                                                            (544)          (33,198)
                                                                                              -------            ------
</TABLE>

                                        6


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     For the nine months ended September 30,

                                 (In thousands)
                                                                                  1998              1997
<S>                                                                                <C>               <C>
         Net cash used in operating and investing activities
           (subtotal brought forward)                                          $  (544)         $(33,198)

Cash provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts                                  (12,950)           14,976
  Proceeds from Federal Home Loan Bank advances                                 13,000            20,000
  Repayment of Federal Home Loan Bank advances                                  (8,848)           (7,116)
  Purchase of treasury stock                                                        -               (219)
  Purchase of stock for Management Recognition Plan                                 -               (292)
  Proceeds from the exercise of stock options                                      107                 7
  Dividends on common stock                                                     (1,343)           (1,172)
  Advances by borrowers for taxes and insurance                                   (444)             (477)
                                                                                ------           -------
         Net cash provided by (used in) financing activities                   (10,478)           25,707
                                                                                ------           -------

Net decrease in cash and cash equivalents                                      (11,022)           (7,491)

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

Cash and cash equivalents at end of period                                     $19,509          $ 15,119
                                                                                ======           =======


Supplemental disclosure of cash flow information: 
  Cash paid during the year for:
    Federal income taxes                                                       $ 1,661          $  1,025
                                                                                ======           =======

    Interest on deposits and borrowings                                        $17,335          $ 16,957
                                                                                ======           =======

Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                       $   (93)         $    (64)
                                                                                ======           ======= 

  Foreclosed mortgage loans transferred to real estate acquired
    through foreclosure                                                        $   249          $     - 
                                                                                ======           =======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                               $   182          $     25
                                                                                ======           =======

</TABLE>








                                        7


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    1.   Basis of Presentation

    On September 29, 1998,  Fidelity Financial of Ohio, Inc. (the "Corporation")
    filed a Form 8-K with the Securities and Exchange Commission, which reported
    its execution of an Agreement of Merger with Glenway  Financial  Corporation
    ("Glenway"),  dated as of September 28, 1998, pursuant to which Glenway will
    merge into a wholly-owned subsidiary of the Corporation.

    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 nine  month  periods  ended  September  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  5,421,425  and  5,396,962 for the nine month periods ended
    September 30, 1998 and 1997,  respectively,  and 5,424,970 and 5,388,454 for
    the three month periods ended September 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
    5,492,363 and 5,446,753 for the nine month periods ended  September 30, 1998
    and 1997,  respectively,  and  5,474,566  and 5,451,962 for the three months
    ended September 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



                                        8


<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements (continued)

    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
    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.  Management  adopted  SFAS No. 131  effective  January 1,
    1998, as required,  without material impact on the  Corporation's  financial
    statements.

    In February  1998,  the FASB issued  SFAS No. 132,  "Employers'  Disclosures
    about Pensions and Other Postretirement  Benefits," which revises employers'
    disclosures  about  pension  and  other  postretirement  benefit  plans.  It
    eliminates certain current disclosures and requires  additional  information
    about changes in the benefit  obligation and the fair values of plan assets.
    It also standardizes the requirements for pensions and other  postretirement
    benefit plans, to the extent possible,  and illustrates combined formats for
    the  presentation  of pension  plan and other  postretirement  benefit  plan
    disclosures.

    SFAS No. 132 is effective  for fiscal  years  beginning  after  December 15,
    1997, with earlier application  encouraged.  Disclosures for earlier periods
    provided for comparative  purposes  should be restated.  SFAS No. 132 is not
    expected  to  have  a  material  impact  on  the   Corporation's   financial
    statements.

    In June 1998,  the FASB  issued  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.

                                       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
September 30, 1998

The  Corporation's  consolidated  total  assets  amounted  to $528.1  million at
September 30, 1998, a decrease of $7.0 million, or 1.3%, from the $535.1 million
total at December  31, 1997.  The decline in assets  resulted  primarily  from a
decline in deposits of $13.1 million,  which was partially offset by an increase
of $4.2 million in FHLB advances and undistributed earnings of $2.1 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
$19.5 million at September 30, 1998, a decrease of $11.0 million, or 36.1%, from
the total in 1997.

Investment  securities totaled $1.8 million at September 30, 1998, a decrease of
$4.2 million,  or 69.4%, from 1997 levels, due primarily to maturities and sales
during the period  totaling $4.0 million and $1.1 million,  respectively,  which
were partially offset by the purchase of $1.0 million of investment securities.

Mortgage-backed  securities  (including  securities  classified as available for
sale) totaled $58.6 million at September 30, 1998, an increase of $19.3 million,
or 49.0%,  over the total at December 31, 1997. The increase in  mortgage-backed
securities was due primarily to purchases  totaling  $33.3  million,  which were
partially offset by principal repayments of $13.8 million.  Purchases during the
current  period  consisted of $26.3  million of fixed-rate  securities  and $7.0
million of  adjustable-rate  securities.  Such purchases were funded by proceeds
from loan repayments and utilization of excess liquidity.

Loans  receivable  decreased  by $11.2  million,  or 2.6%,  to a total of $425.7
million at  September  30, 1998,  as compared to $436.9  million at December 31,
1997. The decrease resulted  primarily from loan  disbursements and purchases of
$106.8  million,  which were exceeded by principal  repayments  totaling  $100.7
million and sales of $16.6 million.  Loan  originations and purchases during the
1998 period increased by $10.7 million,  or 11.1%, 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 $86.7 million,  or
81.2%, 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 September
 30, 1998 (continued)

The Savings  Bank's  allowance for loan losses totaled $1.7 million at September
30, 1998, an increase of $67,000,  or 3.9%, over the total at December 31, 1997.
The allowance represented .40% and .37% of total loans at September 30, 1998 and
December 31, 1997,  respectively,  and 133.2% and 173.2% of nonperforming loans,
which  totaled $1.3 million and $1.0 million at those  respective  dates.  While
management  believes the Savings Bank's allowance for loan losses is adequate at
September 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  $419.0  million at  September  30,  1998, a decrease of $13.1
million, or 3.0%, from the total at December 31, 1997. Deposits subject to daily
repricing  totaled $89.3 million,  or 21.3%,  of total deposits at September 30,
1998, as compared to 21.2% of total deposits at December 31, 1997.  Certificates
of deposit totaled $329.7  million,  or 78.7% of total deposits at September 30,
1998, as compared to 78.8% at December 31, 1997.

Advances  from the Federal Home Loan Bank totaled $38.4 million at September 30,
1998,  an increase of $4.2 million,  or 12.1%,  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 $8.8 million.
During the nine months ended September 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 $66.8 million at September 30, 1998, an increase of
$2.6  million,  or 4.0%,  over the total at  December  31,  1997.  The  increase
resulted  primarily  from the net earnings of $3.5 million,  less dividends paid
which totaled $1.3 million.


Comparison of Operating Results for the Nine Month Periods ended September 30,
1998 and 1997

General

Net earnings  amounted to $3.5 million for the nine months ended  September  30,
1998,  a decrease of  $193,000,  or 5.3%,  from the $3.6 million in net earnings
recorded  for the nine months ended  September  30,  1997.  Net interest  income
decreased  by $486,000,  which was  partially  offset by a $187,000  increase in
other income,  a $57,000 decrease in general,  administrative  and other expense
and a $51,000 decrease in the provision for federal income taxes.

Net Interest Income

Net interest  income  totaled $11.3 million for the nine months ended  September
30, 1998, a decrease of $486,000, or 4.1%, from the 1997 period. Interest income
increased by $72,000,  or .3%, for the nine months ended  September 30, 1998, as
compared  to 1997.  Interest  income  on loans  and  mortgage-backed  securities
increased by $292,000,  or 1.1%,  due  primarily  to a $19.4  million,  or 4.2%,
increase in the average balance outstanding year to year, which was partially


                                       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 Nine Month Periods ended  September 30,
1998 and 1997 (continued)

Net Interest Income (continued)

offset by a 22 basis point decline in the weighted-average  yield, from 7.72% in
1997  to  7.50%  in  1998.   Interest   income  on  investment   securities  and
interest-bearing  deposits  decreased  by  $220,000,  or 13.5%,  during the nine
months  ended  September  30,  1998  compared  to the same  period in 1997,  due
primarily  to a  $3.6  million,  or  10.2%,  decrease  in  the  average  balance
outstanding.

Interest expense on deposits decreased by $175,000, or 1.1%, for the nine months
ended  September  30, 1998,  as compared to the nine months ended  September 30,
1997.  The decrease was due  primarily to a 6 basis point decline in the average
cost of  deposits,  from 4.94% for the nine months ended  September  30, 1997 to
4.88% for the nine months  ended  September  30,  1998,  as the average  deposit
balance  outstanding  remained  consistent  for each of the  periods  at  $421.2
million.  Interest  expense on borrowings  increased by $733,000,  or 66.3%, due
primarily  to a $16.8  million  increase in the average  balance of  outstanding
borrowings during the 1998 period.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by $486,000,  or 4.1%, for the nine months ended
September  30, 1998 as compared to 1997.  The interest  rate spread  amounted to
2.41% during 1998 and 2.61% in 1997,  while the net interest  margin declined to
2.92%  from  3.14%  for the nine  months  ended  September  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 $77,000  provision for losses on loans during the nine months ended  September
30, 1998, an increase of $2,000 from the amount  recorded in the 1997 nine 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 $187,000, or 19.1%, to a total of $1.2 million for the
nine months  ended  September  30,  1998,  as compared to $979,000 in 1997.  The
increase  was due  primarily  to a $135,000  increase  in gains on sales of real
estate,  coupled with a $90,000 increase in gain on sale of loans and a $50,000,
or 7.8%,  increase in other  operating  income,  which  consisted  primarily  of
service charges and fees,  which were partially  offset by a $74,000 decrease in
gains on sale of securities year to year.



                                       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 Nine Month Periods ended  September 30,
1998 and 1997 (continued)

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled  $7.0 million for the nine
months ended  September  30, 1998, a decrease of $57,000,  or .8%, from the 1997
total. The decrease  resulted  primarily from a $173,000,  or 5.6%,  decrease in
employee  compensation  and benefits,  which was  partially  offset by a $41,000
increase in  franchise  taxes,  a $33,000  increase in occupancy  and  equipment
expense and a $42,000 net increase in other all operating expenses.

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.

Federal Income Taxes

The provision for federal  income taxes totaled $1.9 million for the nine months
ended  September  30, 1998, a decrease of $51,000,  or 2.6%,  from the provision
recorded  in the  nine  months  ended  September  30,  1997.  The  Corporation's
effective tax rates were 36.0% and 35.3% for the nine months ended September 30,
1998 and 1997, respectively.


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

General

Net earnings  amounted to $1.1 million for the three months ended  September 30,
1998,  a decrease of  $101,000,  or 8.3%,  from the $1.2 million in net earnings
recorded for the three  months ended  September  30, 1997.  Net interest  income
decreased by $143,000, which was partially offset by a $28,000 increase in other
income and a $22,000 decrease in the provision for federal income taxes.

Net Interest Income

Net interest  income  totaled $3.7 million for the three months ended  September
30, 1998, a decrease of $143,000, or 3.7%, from the 1997 period. Interest income
decreased by $225,000,  or 2.3%, for the three months ended  September 30, 1998,
as compared to 1997.  Interest  income on loans and  mortgage-backed  securities
decreased by $71,000,  or .8%, due  primarily to a 26 basis point decline in the
weighted-average yield, from 7.71% in 1997 to 7.45% in 1998, which was partially
offset by a $12.2 million,  or 2.6%, increase in the average balance outstanding
from  period  to  period.   Interest   income  on  investment   securities   and
interest-bearing  deposits  decreased  by  $154,000,  or 28.7%,  during the 1998
period,  as compared to the 1997 period,  due primarily to an $8.2  million,  or
24.1%,  decrease in the average  balance  outstanding,  coupled  with a 38 basis
point decline in the weighted-average yield year to year, to 5.96% for the three
months ended September 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 September 30,
1998 and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits  decreased  by  $263,000,  or 4.9%,  for the three
months ended September 30, 1998, as compared to the three months ended September
30, 1997. The decrease was due primarily to a $7.3 million, or 1.7%, decrease in
the average  balance  outstanding,  coupled with a 16 basis point decline in the
average cost of deposits,  to 4.85% for the quarter ended September 30, 1998, as
compared to 5.01% for the 1997 quarter. Interest expense on borrowings increased
by $181,000,  or 41.8%, due primarily to a $12.8 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 $143,000,  or 3.7%, for the three months ended
September  30, 1998 as compared to 1997.  The interest  rate spread  amounted to
2.42% during 1998 and 2.53% in 1997,  while the net interest  margin declined to
2.93%  from  3.07% for the  three  months  ended  September  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 $30,000  provision for losses on loans during the three months ended September
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 $28,000, or 8.6%, to a total of $355,000 for the three
months ended  September 30, 1998, as compared to $327,000 in 1997.  The increase
was due primarily to a $26,000 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  September  30,  1998,  an increase of $3,000 from the 1997 total.
Within general,  administrative  and other expenses,  employee  compensation and
benefits decreased by $82,000,  or 8.0%, and was offset by a $16,000 increase in
occupancy  and  equipment,  a $17,000  increase in  franchise  taxes,  an $8,000
increase  in  federal  deposit  insurance  premiums  and a $48,000  increase  in
combined other operating and data processing expense.




                                       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 September 30,
1998 and 1997 (continued)

Federal Income Taxes

The  provision for federal  income taxes  totaled  $611,000 for the three months
ended  September  30, 1998, a decrease of $22,000,  or 3.5%,  from the provision
recorded  in the three  months  ended  September  30,  1997.  The  Corporation's
effective  tax rates were 35.4% and 34.2% for the three months  ended  September
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 16.2% at September  30, 1998. At September
30, 1998 the Savings Bank's "liquid" assets totaled approximately $57.4 million,
which was $43.2 million in excess of the current OTS minimum requirement.

The Savings Bank's  liquidity,  represented by cash and cash  equivalents,  is a
product of its operating, investing and financing activities. The Savings Bank's
primary sources of funds are deposits, borrowings, amortization, prepayments and
maturities of outstanding loans and  mortgage-backed  securities,  maturities of
investment  and  mortgage-backed  securities and other  short-term  investments,
sales of loans and investment and mortgage-backed  securities and funds provided
from   operations.   While   scheduled  loan  and   mortgage-backed   securities
amortization 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 September 30, 1998, the Savings Bank had $38.4 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 September 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 September  30, 1998,  the total  approved  loan
commitments  outstanding amounted to $4.5 million. At the same date, commitments
under unused lines of credit secured by one- to four-family residential property
amounted to $5.5 million,  commitments  under unused lines of credit  secured by
multi-family  and  non-residential  real  estate  totaled  $8.3  million and the
unadvanced portion of construction loans approximated $9.2 million. At September
30, 1998,  commitments to sell loans amounted to $1.5 million.  Certificates  of
deposit  scheduled to mature in one year or less at September 30, 1998,  totaled
$257.7 million and Federal Home Loan Bank advances  maturing in one year or less
amounted  to $7.4  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 September 30, 1998, the Savings Bank's capital was well in excess of all such
minimum capital requirements.


Year 2000 Compliance 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's  progress on the year 2000 issue at September 30, 1998 can be
summarized as follows:

1.       State of readiness

         The  Savings  Bank  does  not  utilize  internally   developed  systems
         therefore  testing and test  planning is focused on service  providers,
         software vendors and other third parties.

         A.       Prior  to  testing,   renovations  of  internal  hardware  and
                  software,  including  operating systems,  was necessary.  This
                  process  has  been  completed  with  the  replacement  of  all
                  personal  computers  throughout the Savings Bank that were not
                  year 2000 compliant. In addition, the Savings Bank's wide area
                  network has been upgraded.


                                       17



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Year 2000 Compliance Matters (continued)

         B.       Most critical to the continuing operations of the Savings Bank
                  is the data  processing of all the customer's loan and savings
                  accounts.  The Savings Bank  contracts with NCR to provide the
                  data processing for this critical area. The following  testing
                  in relation to the NCR systems has occurred:

                    1.   The Savings Bank was an active  participant  in the NCR
                         Customer  Acceptance Test, May 4 - 15, 1998.  Employees
                         of  the  Savings   Bank   participated   in  the  test,
                         representing  the  testing  of  deposits,   loans,  and
                         accounting. The tests encompassed an extensive sampling
                         of the  NCR  online  core  processing.  No  significant
                         problems occurred.

                    2.   On August 23, 1998, the Savings Bank participated in an
                         online   processing   test  with  NCR  and  their  data
                         processing   center  in  Columbia,   Maryland  ("DPC").
                         Primary  considerations were to test the Savings Bank's
                         internal  systems  in  communication  with  the DPC and
                         communications  within  Fidelity's  wide area  network.
                         Tests of hardware,  software,  communication equipment,
                         and  operating  systems  representative  of  that  used
                         throughout  the Savings  Bank's wide area  network were
                         incorporated  into  the  online  test.  No  significant
                         problems  occurred  in  communications  with the DPC or
                         within the Savings Bank's wide area network.

                    3.   Additional  testing on the NCR system will be performed
                         in the future.

         C.       Other  important   applications   include:   Automatic  Teller
                  Machines ("ATM") and card services, Fedline for check and wire
                  transfer  clearings,   telephone  systems,   heating  and  air
                  conditioning  systems,   alarms  and  all  other  third  party
                  software  products used throughout the Savings Bank. The above
                  vendors have been  contacted and testing on the above products
                  will occur in the near future.

2. Cost to address the Savings Bank's Year 2000 issues:

         Since  the  Savings  Bank's  primary  computer   applications  are  not
         internally  developed and contracted with third party vendors, the cost
         has been isolated to hardware and systems upgrades.

         A.       As previously stated,  upgrades of the Savings Bank's internal
                  hardware and software have  occurred,  in accordance  with the
                  Savings  Bank's  normal  course  of  operations.  Most  of the
                  computer equipment replaced was fully depreciated and upgrades
                  would have been  necessary  in the near future.  To date,  the
                  cost incurred has been approximately  $325,000.  This cost has
                  been  capitalized  and  will be  amortized  over a three  year
                  period.  Future  estimated  costs are not  expected  to have a
                  material impact on the Savings Bank's financial statements.



                                       18



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


Year 2000 Compliance Matters (continued)

3. Risk of the Savings Bank's Year 2000 issue:

         A.   Business interruption due to the failure of third party vendors.
         B.   Misstated  interest  income and  interest  expense as a result of
              improper accruals associated with the year 2000 computer issues.
         C.   Customer risk including deposit outflows and loan loss reserves.

4.       Contingency  plans will be  developed  in the future and the  following
         will be considered  (prior to any effect due to the pending merger with
         Glenway):

         A.       Overall disaster recovery in the event of computer and utility
                  failures  taking  into  consideration   business   resumption,
                  offline procedures, staffing requirements,  security, etc. The
                  plan will  consider  the  resources  needed and  available  to
                  resume normal operations following a disaster.

         B.       Anticipated  cash  withdrawals  in the month of December 1999,
                  including but not limited to cash  requirements for office and
                  ATMs, security, cash deliveries, and staffing needs.

         C.       Considerations  for  temporary  failure  of ATM  network, such
                  as extended hours at restricted locations.

         D.       Accommodation  plans in the event of late Social  Security and
                  other government payments to the Savings Bank's customers.


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.



                                       19


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

                  Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

                  Not applicable

ITEM 3.  Defaults Upon Senior Securities

                  Not applicable

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

                  None

ITEM 5.  Other Information

                  None

ITEM 6.  Exhibits and Reports on Form 8-K

          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 Nine Months Ended
                               September 30, 1998.

          Exhibit 27.2:        Restated Financial Data Schedule for the Nine 
                               Months Ended September 30, 1998.















                                       20



<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:    November 12, 1998                  By: /s/John R. Reusing  
      --------------------------                ------------------------------
                                                  John R. Reusing
                                                  President and Chief Executive
                                                  Officer





Date:    November 12, 1998                  By: /s/Paul D. Staubach
      --------------------------                ------------------------------
                                                   Paul D. Staubach
                                                   Senior Vice President and
                                                   Chief Financial Officer





























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