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, 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 November 12, 1999, the latest  practicable  date,  9,143,462 shares of the
registrant's common stock, no par value, were issued and outstanding.










                               Page 1 of 18 pages

<PAGE>


                        Fidelity Financial of Ohio, Inc.

                                      INDEX

                                                                    Page

PART I   - FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition              3

           Consolidated Statements of Earnings                         4

           Consolidated Statements of Comprehensive Income             5

           Consolidated Statements of Cash Flows                       6

           Notes to Consolidated Financial Statements                  8

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

           Quantitative and Qualitative Disclosures About
           Market Risk                                                16


PART II  - OTHER INFORMATION                                          17

SIGNATURES                                                            18



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                      September 30,        December 31,
         ASSETS                                                                                1999                1998
                                                                                                             (Restated)
<S>                                                                                          <C>                   <C>
Cash and due from banks                                                                    $  4,617            $  5,385
Interest-bearing deposits in other financial institutions                                     4,415              23,315
                                                                                            -------             -------
         Cash and cash equivalents                                                            9,032              28,700

Investment securities available for sale - at market                                         15,482                 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                                    48,515              29,432
Mortgage-backed securities held to maturity - at cost, approximate market value of
  $20,996 and $38,200 at September 30, 1999 and December 31, 1998, respectively              21,218              38,234
Loans receivable - net                                                                      677,203             675,810
Loans held for sale - at lower of cost or market                                                 -                  233
Office premises and equipment - at depreciated cost                                          12,299              12,876
Real estate acquired through foreclosure                                                        291                  32
Federal Home Loan Bank stock - at cost                                                        7,563               7,176
Cash surrender value of life insurance                                                        1,730               1,683
Accrued interest receivable on loans                                                          3,663               3,521
Accrued interest receivable on investments                                                      566                 537
Prepaid expenses and other assets                                                             1,275               1,073
Goodwill and other intangible assets, net of accumulated amortization                         6,552               7,124
Prepaid federal income taxes                                                                    115                 316
                                                                                            -------             -------

         Total assets                                                                      $805,504            $814,664
                                                                                            =======             =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $595,853            $629,158
Advances from the Federal Home Loan Bank                                                    104,722              78,752
Advances by borrowers for taxes and insurance                                                 2,135               3,592
Accrued interest and other liabilities                                                        3,789               3,490
Deferred federal income taxes                                                                   516               1,372
                                                                                            -------             -------
         Total liabilities                                                                  707,015             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; 9,141,792 and
    9,093,684 shares issued and outstanding at September 30, 1999 and December 31, 1998         914                 909
  Additional paid-in capital                                                                 54,879              54,434
  Retained earnings - restricted                                                             45,065              44,906
  Less shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,520)             (1,633)
  Less shares acquired by Management Recognition Plan (MRP)                                    (229)               (314)
  Unrealized losses on securities designated as available for sale,
    net of related tax effects                                                                 (620)                 (2)
                                                                                            -------             -------
         Total stockholders' equity                                                          98,489              98,300
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $805,504            $814,664
                                                                                            =======             =======

</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,
                                                                            1999         1998           1999       1998
                                                                                   (Restated)                (Restated)
<S>                                                                         <C>         <C>             <C>         <C>
Interest income
  Loans                                                                  $38,284      $40,034        $12,674    $13,251
  Mortgage-backed securities                                               3,096        3,465          1,118      1,178
  Investment securities                                                      542          601            244        184
  Interest-bearing deposits and other                                        907        1,389            193        425
                                                                          ------       ------         ------     ------
         Total interest income                                            42,829       45,489         14,229     15,038

Interest expense
  Deposits                                                                20,007       23,328          6,555      7,679
  Borrowings                                                               3,870        3,834          1,410      1,316
                                                                          ------       ------         ------     ------
         Total interest expense                                           23,877       27,162          7,965      8,995
                                                                          ------       ------         ------     ------

         Net interest income                                              18,952       18,327          6,264      6,043

Provision for losses on loans                                                225          322             50         75
                                                                          ------       ------         ------     ------

         Net interest income after provision for losses on loans          18,727       18,005          6,214      5,968

Other income
  Gain on sale of investment and mortgage-backed securities                   -           104             -          -
  Gain on sale of loans                                                        9          193              3        104
  Gain on sale of real estate                                                 11           84             -          -
  Loss on sale of real estate acquired through foreclosure                    (2)         (18)            -           1
  Rental                                                                     154          156             49         48
  Other operating                                                          1,228        1,375            429        493
                                                                          ------       ------         ------     ------
         Total other income                                                1,400        1,894            481        646

General, administrative and other expense
  Employee compensation and benefits                                       7,175        5,417          1,781      1,826
  Occupancy and equipment                                                  1,972        1,687            580        579
  Federal deposit insurance premiums                                         267          307             91        109
  Franchise taxes                                                            920          721            314        271
  Amortization of goodwill and other intangible assets                       572          609            186        196
  Data processing                                                            839          582             47        168
  Other operating                                                          3,377        1,915            590        667
                                                                          ------       ------         ------     ------
         Total general, administrative and other expense                  15,122       11,238          3,589      3,816
                                                                          ------       ------         ------     ------

         Earnings before income taxes                                      5,005        8,661          3,106      2,798

Federal income taxes
  Current                                                                  2,700        2,825            931      1,007
  Deferred                                                                  (535)         238            153        (30)
                                                                          ------       ------         ------     ------
         Total federal income taxes                                        2,165        3,063          1,084        977
                                                                          ------       ------         ------     ------

         NET EARNINGS                                                    $ 2,840      $ 5,598        $ 2,022    $ 1,821
                                                                          ======       ======         ======     ======

         EARNINGS PER SHARE
           Basic                                                           $0.32        $0.63          $0.23      $0.21
                                                                            ====         ====           ====       ====

           Diluted                                                         $0.31        $0.62          $0.22      $0.20
                                                                            ====         ====           ====       ====
</TABLE>


                                        4


<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                       Nine months ended              Three months ended
                                                                         September 30,                  September 30,
                                                                       1999         1998              1999         1998
                                                                              (Restated)                     (Restated)
<S>                                                                     <C>          <C>              <C>           <C>
Net earnings                                                         $2,840       $5,598            $2,022       $1,821

Other comprehensive income, net of tax:
  Unrealized losses on securities designated as
    available for sale                                                 (618)        (128)             (277)          (3)

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

Comprehensive income                                                 $2,222       $5,401            $1,745       $1,818
                                                                      =====        =====             =====        =====

Accumulated comprehensive income (loss)                              $ (620)      $   85            $ (620)      $   85
                                                                      =====        =====             =====        =====

</TABLE>




























                                        5



<PAGE>

<TABLE>

                        Fidelity Financial of Ohio, Inc.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                             <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                                $  2,840          $  5,598
  Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                                                                 807               800
    Amortization of premiums on investments and mortgage-backed securities                        141                74
    Amortization of deferred loan origination costs                                               119               174
    Amortization expense of stock benefit plans                                                   522               431
    Amortization of goodwill and other intangible assets                                          572               609
    Amortization of purchase accounting adjustments                                                23              (167)
    Gain on sale of investment and mortgage-backed securities                                      -               (104)
    Loss on sale of mortgage loans                                                                 62                26
    Loans disbursed for sale in the secondary market                                           (6,722)          (19,337)
    Proceeds from sale of mortgage loans                                                        5,678            19,552
    Gain on sale of office premises and equipment                                                 (11)              (84)
    Loss on sale of real estate acquired through foreclosure                                        2                18
    Federal Home Loan Bank stock dividends                                                       (387)             (367)
    Provision for losses on loans                                                                 225               322
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                       (142)             (524)
      Accrued interest receivable on mortgage-backed securities, investments
        and other                                                                                 (29)               77
      Prepaid expenses and other assets                                                          (202)             (428)
      Accrued interest and other liabilities                                                      299              (605)
      Federal income taxes
        Current                                                                                   201               267
        Deferred                                                                                 (535)              238
                                                                                              -------           -------
         Net cash provided by operating activities                                              3,463             6,570

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale                           (7,949)           (4,992)
  Proceeds from maturities/calls of investment securities held to maturity                         -              3,500
  Proceeds from sale of investment securities designated as available for sale                     -              1,146
  Maturities of investment securities designated as available for sale                             -              4,036
  Purchase of mortgage-backed securities designated as available for sale                     (19,423)           (9,094)
  Principal repayments on investment securities designated as available for sale                  229                -
  Principal repayments on mortgage-backed securities                                           16,402            17,452
  Proceeds from sale of mortgage-backed securities designated as available for sale                -              1,578
  Purchase of mortgage-backed securities designated as held to maturity                            -            (24,156)
  Loan disbursements                                                                         (113,674)         (163,425)
  Principal repayments on loans                                                               113,152           172,955
  Proceeds from sale of office premises and equipment                                             215             1,839
  Purchases and additions to office premises and equipment                                       (732)             (994)
  Disposal of office premises and equipment                                                       280                25
  Purchase of Federal Home Loan Bank stock                                                         -                (58)
  Increase in cash surrender value of life insurance                                              (47)              (46)
  Proceeds from sale of real estate acquired through foreclosure                                   30               160
  Additions to real estate acquired through foreclosure                                          (291)               (6)
                                                                                              -------           -------
         Net cash used in investing activities                                                (11,808)              (80)
                                                                                              -------           -------

         Net cash provided by (used in) operating and investing activities
           (subtotal carried forward)                                                          (8,345)            6,490
                                                                                              -------           -------
</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)
                                                                                                 1999              1998
                                                                                                             (Restated)
<S>                                                                                              <C>               <C>
         Net cash provided by (used in) operating and investing activities
           (subtotal brought forward)                                                         $(8,345)          $ 6,490

Cash provided by (used in) financing activities:
  Net decrease in deposit accounts                                                            (33,188)          (22,365)
  Proceeds from Federal Home Loan Bank advances                                                52,050            58,441
  Repayment of Federal Home Loan Bank advances                                                (26,173)          (50,476)
  Shares issued under stock option and benefit plans                                              167               329
  Dividends on common stock                                                                    (2,722)           (2,075)
  Advances by borrowers for taxes and insurance                                                (1,457)           (1,144)
                                                                                               ------            ------
         Net cash used in financing activities                                                (11,323)          (17,290)
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                     (19,668)          (10,800)

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

Cash and cash equivalents at end of period                                                    $ 9,032           $24,332
                                                                                               ======            ======


Supplemental disclosure of cash flow information: Cash paid during the year for:
    Federal income taxes                                                                      $ 2,425           $ 2,731
                                                                                               ======            ======

    Interest on deposits and borrowings                                                       $23,860           $27,247
                                                                                               ======            ======

Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                      $  (618)          $  (197)
                                                                                               ======            ======

  Foreclosed mortgage loans transferred to real estate acquired
    through foreclosure                                                                       $   291           $   249
                                                                                               ======            ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                              $    71           $   219
                                                                                               ======            ======

  Issuance of treasury shares in exchange for outstanding shares
    related to exercise of stock options                                                      $   (16)          $   119
                                                                                               ======            ======


</TABLE>





                                        7


<PAGE>


                        Fidelity Financial of Ohio, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    1.   Basis of Presentation

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

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

    2.   Principles of Consolidation

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

    3.   Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding during the period,  less shares in the ESOP that are unallocated
    and not committed to be released. Weighted-average common shares outstanding
    totaled  8,968,235 and 8,850,851 for the nine month periods ended  September
    30, 1999 and 1998,  respectively,  and 8,976,406 and 8,864,785 for the three
    month periods ended September 30, 1999 and 1998, respectively.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    9,034,080 and 8,976,832 for the nine month periods ended  September 30, 1999
    and 1998,  respectively,  and  9,042,251  and 8,997,604 for the three months
    ended September 30, 1999 and 1998, respectively.

    Incremental shares related to the assumed exercise of stock options included
    in the computation of diluted  earnings per share totaled 65,845 and 125,981
    for the nine month periods ended September 30, 1999 and 1998, and 65,845 and
    132,819  for the three  month  periods  ended  September  30, 1999 and 1998,
    respectively.


                                        8


<PAGE>


                        Fidelity Financial of Ohio, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    4.   Effects of Recent Accounting Pronouncements

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

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

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

    5.   Pending Business Combination

    On August 16, 1999,  the  Corporation  entered into an Agreement and Plan of
    Merger (the  Agreement),  whereby the  Corporation  would be acquired by the
    Provident  Financial  Group,  Inc.  (Provident  Financial).   The  Agreement
    provides for each share of Fidelity  Financial  common stock to be exchanged
    for $21.00 worth of Provident Financial common stock. It is anticipated that
    the merger will be accounted  for as a pooling of  interests.  The merger is
    subject to  shareholder  and  regulatory  approval,  and is  expected  to be
    completed in the first quarter of 2000.

















                                        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 September
30, 1999

The  Corporation's  consolidated  total  assets  amounted  to $805.5  million at
September 30, 1999, a decrease of $9.2 million, or 1.1%, from the $814.7 million
total at December  31, 1998.  The decline in assets  resulted  primarily  from a
decline in deposits of $33.3 million,  which was partially offset by an increase
of $26.0 million in Federal Home Loan Bank ("FHLB") advances.

Cash  and  cash   equivalents,   comprised  of  cash  and  due  from  banks  and
interest-bearing  deposits  in other  financial  institutions,  amounted to $9.0
million at September  30, 1999, a decrease of $19.7  million,  or 68.5% from the
total in 1998.  Excess  liquidity  was  generally  utilized  to fund net deposit
outflows during the 1999 nine month period.

Investment  securities  (including investment securities classified at available
for sale)  totaled  $15.5  million at September  30,  1999,  an increase of $7.6
million, or 95.6%. During the nine months ended September 30, 1999, $7.9 million
of agency securities were purchased. In accordance with SFAS No. 115, management
reclassified $7.1 million of investment  securities from held to maturity to the
available  for  sale  classification  at  the  effective  date  of  the  merger.
Investments   reclassified   included  U.S.   Government   treasury  and  agency
securities, and municipal securities.

Mortgage-backed  securities  (including  securities  classified as available for
sale)  totaled $69.7 million at September 30, 1999, an increase of $2.1 million,
or 3.1%,  over the total at December 31, 1998.  The increase in  mortgage-backed
securities  was due  primarily to  purchases  during the period  totaling  $19.4
million,  which were  partially  offset by principal  repayments  totaling $16.4
million and a decline of $793,000 in market value.  In accordance  with SFAS No.
115 management  reclassified  $16.9 million of  mortgage-backed  securities from
held to maturity to the available for sale  classification and transferred $27.2
million of securities from available for sale to the held to maturity  portfolio
at the effective date of the merger.


                                       10



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


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

Loans  receivable  totaled  $677.2 million at September 30, 1999, an increase of
$1.2 million, or .2%, from the $676.0 million total at December 31, 1998. During
the 1999 period loan  originations  totaled $120.4  million,  and were partially
offset by loan principal  repayments  totaling  $113.2 million and sales of $5.7
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 $3.2 million at September  30,
1999, an increase of $194,000, or 6.6%, over the total at December 31, 1998. The
allowance  represented  .46% and .44% of total loans at  September  30, 1999 and
December 31, 1998,  respectively,  and 105.7% and 125.6% of nonperforming loans,
which  totaled $3.0 million and $2.4 million at those  respective  dates.  While
management  believes  Centennial's  allowance  for loan  losses is  adequate  at
September 30, 1999, based upon the available facts and circumstances,  there can
be no assurance  that additions to the allowance will not be necessary in future
periods, which could adversely affect future operating results.

Deposits  totaled  $595.9  million at  September  30,  1999, a decrease of $33.3
million, or 5.3%, from the total at December 31, 1998. Deposits subject to daily
repricing totaled $156.3 million, or 26.2% of deposits at September 30, 1999, as
compared to 25.4% of total  deposits  at  December  31,  1998.  Certificates  of
deposit  totaled  $429.7  million at  September  30,  1999,  a decrease of $28.1
million,  or 6.1%,  from the $457.7  million  total at December  31,  1998.  The
decrease in certificates  of deposit was the result of management's  strategy to
allow  the  outflow  of  higher-yielding  certificates  in order to  reduce  the
Corporation's funding cost.

Advances from the Federal Home Loan Bank totaled $104.7 million at September 30,
1999, an increase of $26.0 million,  or 33.0%,  over the balance at December 31,
1998. The increase  resulted  primarily from $52.1 million in borrowings  during
the 1999 period,  which were partially offset by repayments of $26.2 million. Of
the additional  borrowings,  $8.0 million consisted of fixed-rate  advances with
maturities  ranging between five and eight years, and the remaining  increase in
borrowings  was  comprised  of  short-term  (one  year  or  less)  variable-rate
advances. Proceeds from such advances were used primarily to offset the decrease
in deposits.

Stockholders' equity totaled $98.5 million at September 30, 1999, an increase of
$189,000,  or .2%,  from the total at December 31, 1998.  The increase  resulted
primarily  from net earnings of $2.8 million  exceeding  dividends  paid of $2.7
million during the period.











                                       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 Nine Month Periods ended  September 30,
1999 and 1998

General

Net earnings  amounted to $2.8 million for the nine months ended  September  30,
1999,  a  decrease  of $2.8  million,  or 49.3%,  from the $5.6  million  in net
earnings  recorded for the nine months ended September 30, 1998. The decrease in
net  earnings  resulted  from an increase in general,  administrative  and other
expense  of $3.9  million  due to  non-recurring  merger-related  costs  of $4.2
million.  Excluding such  merger-related  costs,  net earnings  amounted to $6.0
million, an increase of $383,000,  or 6.8%, over the nine months ended September
30, 1998. The increase in net earnings  resulted from a $625,000 increase in net
interest  income,  a $97,000 decrease in the provision for losses on loans and a
$316,000   decrease  in  general,   administrative   and  other  expense  before
merger-related  costs, which were partially offset by a decrease in other income
of $494,000 and an increase in federal income tax expense of $161,000.

Net Interest Income

Net interest  income  totaled $19.0 million for the nine months ended  September
30, 1999,  an increase of  $625,000,  or 3.4%,  over the 1998  period.  Interest
income  decreased by $2.7 million,  or 5.8%, for the nine months ended September
30,  1999,  compared  to 1998.  Interest  income  on loans  and  mortgage-backed
securities decreased by $2.1 million, or 4.9%, due primarily to a $12.6 million,
or 1.7%,  decrease in the average balance outstanding year to year, coupled with
a 25 basis point decline in the  weighted-average  yield,  from 7.64% in 1998 to
7.39% in 1999.  Interest  income on investment  securities and  interest-bearing
deposits decreased by $541,000,  or 27.2%,  during 1999 due primarily to a $11.3
million, or 25.9%, decrease in the average balance outstanding.

Interest expense on deposits  decreased by $3.3 million,  or 14.2%, for the nine
months ended  September 30, 1999, as compared to the nine months ended September
30, 1998. The decrease was due primarily to a $33.6 million,  or 5.2%,  decrease
in the average balance  outstanding,  coupled with a decline in the average cost
of  deposits  of 45 basis  points,  from 4.82% for the nine month  period  ended
September  30,  1998,  to 4.37% for the same  period in  fiscal  1999.  Interest
expense on  borrowings  increased  by  $36,000,  or .9%,  due to a $3.0  million
increase in the average balance of outstanding borrowings during 1999.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by $625,000,  or 3.4%, for the nine months ended
September 30, 1999 compared to 1998. The interest rate spread  amounted to 2.79%
during 1999 and 2.60% in 1998,  while the net interest  margin amounted to 3.24%
and 3.04% for the nine months ended September 30, 1999 and 1998, respectively.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on historical experience,  the volume and type of lending conducted by the Bank,
the  status  of past due  principal  and  interest  payments,  general  economic
conditions,  particularly as such  conditions  relate to the Bank's market area,
and other factors related to the collectibility of the Bank's loan portfolio. As
a result of such analysis,  management  recorded a $225,000 provision for losses
on loans during the nine months ended  September 30, 1999, a decrease of $97,000
from the  amount  recorded  in the  1998  nine  month  period.  There  can be no
assurance  that the  allowance  for loan  losses of the Bank will be adequate to
cover losses on nonperforming assets in the future.

                                       12


<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


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

Other Income

Other income totaled $1.4 million for the nine months ended  September 30, 1999,
a decrease  of  $494,000,  or 26.1%,  compared  to the nine month  period  ended
September  30, 1998.  The decrease was due  primarily to a $184,000  decrease in
gain on sale of loans, a $147,000, or 10.7%, decrease in other operating income,
which consisted  primarily of service charges and fees, and a $104,000  decrease
in gains on sale of securities year to year.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $15.1 million for the nine
months ended September 30, 1999, an increase of $3.9 million, or 34.6%, over the
1998 total.  Excluding  non-recurring  merger  charges  totaling  $4.2  million,
general,  administrative,  and other  expense  would have been reported as $10.9
million, a decrease of $316,000, or 2.8%, 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 decrease in general  administrative and
other expenses, excluding one-time merger expenses, was due to a decline in data
processing expense of $265,000,  or 45.5%, a decline in other operating expenses
of  $193,000,  or 10.1%,  a decline in  Federal  Deposit  Insurance  Corporation
("FDIC")  insurance  premiums  of  $40,000,  and a decline  in  amortization  of
goodwill of $39,000,  which were partially offset by a $27,000, or .5%, increase
in employee  compensation  and  benefits and a $199,000,  or 27.6%,  increase in
franchise tax expense.

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

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

The  increase in franchise  taxes  resulted  from the increase in  stockholders'
equity  year to  year  and a tax  refund  of  $90,000  received  in 1998  due to
amendment of prior years tax returns.

Federal Income Taxes

The provision for federal  income taxes totaled $2.2 million for the nine months
ended September 30, 1999, a decrease of $898,000,  or 29.3%,  from the provision
recorded in the nine months  ended  September  30, 1998.  The decrease  resulted
primarily from a $3.7 million, or 42.2%, decrease in pretax earnings,  which was
partially offset by the effects of non-deductible  merger expenses totaling $1.1
million. The Corporation's effective tax rates were 43.3% and 35.4% for the nine
months ended September 30, 1999 and 1998, respectively.




                                       13



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


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

General

Net earnings  amounted to $2.0 million for the three months ended  September 30,
1999, an increase of $201,000,  or 11.0%,  over the $1.8 million in net earnings
recorded  for the three months ended  September  30, 1998.  The increase was due
primarily to a $221,000  increase in net interest  income, a $25,000 decrease in
the  provision  for  losses  on  loans  and  a  $227,000  decrease  in  general,
administrative  and other  expense,  which were  partially  offset by a $165,000
decrease in other income and a $107,000  increase in the  provision  for federal
income taxes.

Net Interest Income

Net interest  income  totaled $6.3 million for the three months ended  September
30, 1999,  an increase of  $221,000,  or 3.7%,  over the 1998  period.  Interest
income decreased by $809,000,  or 5.4%, for the three months ended September 30,
1999, compared to 1998. Interest income on loans and mortgage-backed  securities
decreased by $637,000,  or 4.4%,  due  primarily  to a $14.0  million,  or 1.8%,
decrease in the average  balance  outstanding  year to year,  coupled  with a 20
basis point decline in the  weighted-average  yield, from 7.58% in 1998 to 7.38%
in 1999. Interest income on investment securities and interest-bearing  deposits
decreased by $172,000, or 28.2%, during 1999 due primarily to a $9.8 million, or
25.2%, decrease in the average balance outstanding.

Interest expense on deposits decreased by $1.1 million,  or 14.6%, for the three
months ended  September 30, 1999,  compared to the three months ended  September
30, 1998. The decrease was due primarily to a $37.0 million,  or 5.8%,  decrease
in the average balance outstanding, coupled with a 45 basis point decline in the
average cost of deposits  from 4.81% for the three month period ended  September
30,  1998 to 4.36% for the same  period  in fiscal  1999.  Interest  expense  on
borrowings  increased by $94,000, or 7.1%, due to a $7.6 million increase in the
average balance of outstanding borrowings during 1999.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $221,000,  or 3.7%, for the three months ended
September 30, 1999 compared to 1998. The interest rate spread  amounted to 2.77%
during 1999 and 2.57% in 1998,  while the net interest margin increased to 3.23%
from 3.02% for the three months ended September 30, 1999 and 1998, respectively.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending  conducted by the Bank,  the status of past due  principal  and interest
payments, general economic conditions, particularly as such conditions relate to
the Bank's market area, and other factors related to the  collectibility  of the
Bank's loan  portfolio,  management  recorded a $50,000  provision for losses on
loans during the three months  ended  September  30, 1999, a decrease of $25,000
from the  amount  recorded  in the 1998  three  month  period.  There  can be no
assurance  that the  allowance  for loan  losses of the Bank will be adequate to
cover losses on nonperforming assets in the future.


                                       14


<PAGE>


                        Fidelity Financial of Ohio, Inc.

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


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

Other Income

Other income  decreased by  $165,000,  or 25.5%,  to a total of $481,000 for the
three  months  ended  September  30,  1999,  compared to  $646,000 in 1998.  The
decrease was due primarily to a $101,000 decrease in gain on sale of loans and a
$64,000, or 13.0%, decrease in other operating income, which consisted primarily
of service charges and fees.

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $3.6 million for the three
months ended September 30, 1999, a decrease of $227,000,  or 5.9%, from the 1998
total.  The decrease  resulted  primarily from a $45,000,  or 2.5%,  decrease in
employee  compensation  and  benefits,  a $121,000,  or 72.0%,  decrease in data
processing and a $77,000, or 11.5%,  decrease in other operating expense,  which
were partially offset by a $43,000, or 15.9%, increase in franchise taxes.

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

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

Federal Income Taxes

The provision for federal income taxes totaled $1.1 million for the three months
ended September 30, 1999, an increase of $107,000,  or 11.0%, over the provision
recorded  in the three  months  ended  September  30,  1998.  The  Corporation's
effective tax rate was 34.9% for both the three months ended  September 30, 1999
and 1998.


Year 2000 Compliance Matters

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

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



                                       15



<PAGE>


                        Fidelity Financial of Ohio, Inc.

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

Year 2000 Compliance Matters (continued)

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

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

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

Quantitative and Qualitative Disclosures About Market Risk

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























                                       16


<PAGE>


                        Fidelity Financial of Ohio, Inc.
                                     PART II

ITEM 1.  Legal Proceedings

         Not applicable

ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable

ITEM 3.  Defaults Upon Senior Securities

         Not applicable

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

         None

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Form 8-K:          A Form  8-K was filed on August 18, 1999, to  report
                            the  Agreement and  Plan  of Merger  with  Provident
                            Financial Group, Inc.

         Exhibits:

           27.1             Financial  Data  Schedule for the nine  months ended
                            September 30, 1999.

           27.2             Restated Financial Data Schedule for the nine months
                            ended September 30, 1998.

















                                       17


<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:    November 12, 1999                   By: /s/Robert R. Sudbrook
      -------------------------                  ----------------------------
                                                    Robert R. Sudbrook
                                                    Chairman and Chief
                                                    Executive Officer





Date:    November 12, 1999                   By: /s/Paul D. Staubach
      -------------------------                  ----------------------------
                                                    Paul D. Staubach
                                                    Senior Vice President and
                                                    Chief Financial Officer





























                                       18