SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                   (Mark One)

    X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   ----    SECURITIES EXCHANGE ACT OF 1934                      
           

For the quarterly period ended:  January 31, 1998

                                       OR

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

For the transition period from                 to 
                               ---------------    ---------------

                         Commission file number: 0-25106

                            Lakeview Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New Jersey                                                       22-3334052
-------------------------------------------------------      -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   1117 Main Street Paterson, New Jersey 07503
               --------------------------------------------------
               (Address of principal executive offices, zip code)

                                 (201) 742-3060
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
           ----------------------------------------------------------
              (Former name, former address, and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding 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
                                       ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: March 10, 1998
                                                            --------------

            Class                                              Outstanding
----------------------------                                ----------------
$2.00 par value common stock                                4,285,685 shares

                                        

<PAGE>



                    LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES

                                    CONTENTS

PART I - FINANCIAL INFORMATION                                              Page

Item 1:           Financial Statements

                  Unaudited Consolidated Statements of Financial Condition
                  as of January 31, 1998 and July 31, 1997                    3

                  Unaudited Consolidated Statements of Income for the Three
                  Months Ended January 31, 1998 and 1997                      4

                  Unaudited Consolidated Statements of Income for the Six
                  Months Ended January 31, 1998 and 1997                      5

                  Unaudited Consolidated Statements of Cash Flows for the Six
                  Months Ended January 31, 1998 and 1997                      6

                  Notes to Unaudited Consolidated Financial Statements        8

Item 2:           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        11

PART II -  OTHER INFORMATION

Item 1:           Legal Proceedings                                          17

Item 2:           Changes in Securities                                      17

Item 3:           Defaults Upon Senior Securities                            17

Item 4:           Submission of Matters to a Vote of Security Holders        17

Item 5:           Other Information                                          17

Item 6:           Exhibits and Reports on Form 8-K                           17

Signatures                                                                   18


                                        2

<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CONDITION 
AS OF JANUARY 31, 1998 AND JULY 31, 1997
--------------------------------------------------------------------------------------------
                                                                  (Unaudited)   (Unaudited)
                                                                  January 1998   July  1997
------------------------------------------------------------------------------  -------------
<S>                                                              <C>            <C>       
Assets
------
Cash on hand and in banks                                           $7,847,566    $5,399,466
Investment securities held to maturity, net                         33,092,180    42,681,799
Investment securities available for sale, net                       74,975,484   105,592,249
Mortgage-backed securities held to maturity, net                    93,432,349   102,248,545
Loans receivable, net                                              238,831,765   224,563,595
Real estate owned, net                                               1,774,000     1,929,447
Federal Home Loan Bank of New York stock, at cost                    4,050,000     3,550,000
Accrued interest receivable, net                                     3,001,582     3,475,581
Office properties and equipment, net                                 3,965,123     4,027,940
Excess of cost over fair value of assets acquired                    8,195,992     8,856,136
Other assets                                                         3,525,131     3,557,442
------------------------------------------------------------------------------  -------------
Total assets                                                      $472,691,172  $505,882,200
==============================================================================  =============

Liabilities and Shareholders' Equity
------------------------------------
Deposits                                                          $360,659,272  $370,787,103
Borrowings                                                          60,626,595    61,250,000
Borrowings - (ESOP) obligation                                               0     2,353,825
Advance payments by borrowers for taxes and insurance                2,591,279     2,259,134
Net deferred tax liability                                             622,850     6,094,000
Other liabilities                                                    2,566,122     1,329,003
------------------------------------------------------------------------------  -------------
Total liabilities                                                  427,066,118   444,073,065

Shareholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000
shares, issued 6,441,504 shares and outstanding
3,882,063 shares at January 31, 1998                                12,883,008    12,883,008
Additional paid-in capital                                          26,835,608    26,746,523
Retained income substantially restricted                            31,657,720    28,617,200
Unrealized gain on securities available for sale, net of taxes       4,890,911    14,457,898
Treasury stock at cost                                             (26,924,270)  (17,357,996)
Common stock acquired by ESOP                                       (2,732,875)   (2,407,250)
Common stock acquired by MSBP                                         (985,048)   (1,130,248)
------------------------------------------------------------------------------  -------------
Total shareholders' equity                                          45,625,054    61,809,135

------------------------------------------------------------------------------  -------------
Total liabilities and shareholders' equity                        $472,691,172  $505,882,200
==============================================================================  =============

Stated book value per share                                             $11.75        $13.71
Tangible book value per share                                            $9.64        $11.74

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTH ENDED JANUARY 31, 1998  AND  1997
---------------------------------------------------------------------------------------------------
                                                                          (Unaudited)   (Unaudited)
                                                                              1998          1997
--------------------------------------------------------------------------------------- -----------
<S>                                                                          <C>         <C>       
Interest income:
  Loans receivable                                                           $5,149,819  $3,909,668
  Mortgage-backed securities held to maturity                                 1,556,013   1,877,210
  Investment securities held to maturity                                        947,342     908,651
  Investment securities available for sale                                    1,029,841   1,287,429
--------------------------------------------------------------------------------------- -----------
     Total interest income                                                    8,683,015   7,982,958

Interest expense:
  Interest on deposits                                                        3,526,121   3,514,209
  Interest on borrowings                                                      1,137,083     843,270
--------------------------------------------------------------------------------------- -----------
     Total interest expense                                                   4,663,204   4,357,479

Net interest income before provision for loan losses                          4,019,811   3,625,479
  Provision for loan losses                                                     300,298     256,217
--------------------------------------------------------------------------------------- -----------
Net interest income after provision for loan losses                           3,719,513   3,369,262

Other Income:
  Loan fees and service charges                                                 343,627     301,872
  Net realized gains on sale of investments                                   2,425,072   2,415,030
  Other operating income                                                        602,748     448,650
--------------------------------------------------------------------------------------- -----------
     Total other income                                                       3,371,447   3,165,552

Other expense:
  Compensation and employee benefits                                          1,543,246   1,385,437
  Office occupancy and equipment expense                                        225,586     234,941
  Net loss from real estate owned activities                                    112,023      81,341
  Other operating expense                                                       816,485     616,579
  Amortization of the excess of cost over fair value of net assets acquired     330,072     330,072
--------------------------------------------------------------------------------------- -----------
     Total other expense                                                      3,027,412   2,648,370
                                                                                       
Net income before taxes                                                       4,063,548   3,886,444
  Total federal and state income tax                                          1,515,468   1,417,000
--------------------------------------------------------------------------------------- -----------
Net Income                                                                   $2,548,080  $2,469,444
======================================================================================= ===========
Net income per share:
  Basic                                                                           $0.75       $0.60
  Diluted                                                                         $0.63       $0.52

Weighted average number of shares outstanding:
  Basic                                                                       3,413,557   4,131,222
  Diluted                                                                     4,072,682   4,708,668
</TABLE>


                                       4
<PAGE>


LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME 
FOR THE SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
---------------------------------------------------------------------------------------------------
                                                                          (Unaudited)   (Unaudited)
                                                                              1998         1997
-------------------------------------------------------------------------------------   -----------
<S>                                                                         <C>          <C>       
Interest income:
  Loans receivable                                                          $10,333,415  $7,673,496
  Mortgage-backed securities held to maturity                                 3,191,502   3,844,368
  Investment securities held to maturity                                      1,884,674   1,750,018
  Investment securities available for sale                                    2,243,940   2,773,146
---------------------------------------------------------------------------------------  ----------
     Total interest income                                                   17,653,531  16,041,028

Interest expense:
  Interest on deposits                                                        7,094,392   6,940,279
  Interest on borrowings                                                      2,205,223   1,625,731
---------------------------------------------------------------------------------------  ----------
     Total interest expense                                                   9,299,615   8,566,010

Net interest income before provision for loan losses                          8,353,916   7,475,018
  Provision for loan losses                                                     600,816     361,217
---------------------------------------------------------------------------------------  ----------
Net interest income after provision for loan losses                           7,753,100   7,113,801

Other Income:
  Loan fees and service charges                                                 667,231     574,340
  Net realized gains on sale of investments                                   2,412,016   3,179,080
  Other operating income                                                      1,037,465   1,026,089
---------------------------------------------------------------------------------------  ----------
     Total other income                                                       4,116,712   4,779,509

Other expense:
  Compensation and employee benefits                                          3,050,472   2,638,429
  Office occupancy and equipment expense                                        456,090     463,740
  Net loss from real estate owned activities                                    153,510     100,902
  Other operating expense                                                     1,530,133   1,367,827
  SAIF recapitalization assessment                                                    0   2,218,674
  Amortization of the excess of cost over fair value of net assets acquired     660,144     660,144
---------------------------------------------------------------------------------------  ----------
     Total other expense                                                      5,850,349   7,449,716
                                                                                       
Net income before taxes                                                       6,019,463   4,443,594
   Total federal and state income tax                                         2,205,068   1,628,000
---------------------------------------------------------------------------------------  ----------
  Net Income                                                                 $3,814,395  $2,815,594
=======================================================================================  ==========

Net income per share:
  Basic                                                                           $1.06       $0.67
  Diluted                                                                         $0.90       $0.60

Weighted average number of shares outstanding:
  Basic                                                                       3,589,622   4,167,418
  Diluted                                                                     4,234,288   4,720,440
</TABLE>


                                       5
<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDED JANUARY 31, 1998 AND 1997                                        
------------------------------------------------------------------------------------------------------------
                                                                              (Unaudited)     (Unaudited)
                                                                                  1998            1997
--------------------------------------------------------------------------------------------  --------------
<S>                                                                           <C>             <C>       
Cash flows from operating activities:
    Net Income                                                                  $3,814,395      $2,815,594
Adjustment to reconcile net income to net cash provided 
 by operating activities :
    Amortization of excess of cost over fair value of assets acquired              660,144         660,144
    Amortization of discounts and premiums, net                                   (655,407)       (230,494)
    Provision for losses on loans                                                  600,816         361,217
    Provision for losses on real estate owned                                       32,857          43,783
    (Gain) loss on sale of real estate owned                                         3,653         (40,159)
    Net realized gain on sale of investments available for sale                 (2,256,348)     (2,799,965)
    Net realized gain on sale of trading securities                               (155,668)       (379,115)
    Decrease in accrued interest receivable                                        473,999         110,132
    Decrease in deferred loan fees                                                  (9,670)        (27,867)
    (Increase) decrease in other assets                                             32,311        (260,095)
    Decrease in net deferred tax liability                                        (156,099)              0
    Increase (decrease) in other liabilities                                     1,237,121        (386,019)
    Amortization of ESOP shares                                                    231,172         339,838
    Amortization of MSBP shares                                                    145,200         212,438
    Depreciation of office properties and equipment, net                           156,712         152,070
--------------------------------------------------------------------------------------------  --------------
           Net cash provided by operating activities:                            4,155,188         571,502

Cash flows from investing activities:
    Loan origination net of principal payments                                 (15,056,288)    (33,670,010)
    Increase in Federal Home Loan Bank stock                                      (500,000)       (962,600)
    Purchase of investment securities available for sale                       (23,453,482)    (19,881,290)
    Proceeds from sale of investment securities available for sale              17,411,300      37,583,654
    Proceeds from maturity of investment securities available for sale          22,967,780               0
    Principal payments on investment securities available for sale               1,098,310         981,738
    Purchase of trading securities                                             (10,548,433)    (17,891,376)
    Proceeds from sale of trading securities                                    10,704,101      12,402,891
    Purchase of investment securities held to maturity                          (5,830,198)     (2,000,000)
    Proceeds from maturity of investment securities held to maturity            15,945,000       2,000,000
    Principal payments on mortgage-backed securities held to maturity            8,890,557       9,778,254
    Proceeds from sale of real estate owned                                        338,937         457,692
    Increase in office properties and equipment                                    (93,895)        (53,887)
--------------------------------------------------------------------------------------------  --------------
           Net cash provided by (used in) investing activities                  21,873,689     (11,254,934)
</TABLE>
<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE SIX MONTHS ENDED JANUARY 31, 1998 AND 1997                                                        
--------------------------------------------------------------------------------------------   ------------
                                                                               (Unaudited)     (Unaudited)
                                                                                   1998            1997
--------------------------------------------------------------------------------------------   ------------
<S>                                                                          <C>               <C>      
Cash flows from financing activities:
    Increase (decrease) in deposits, net                                       (10,127,831)      7,056,686
    Increase (decrease) in borrowings, net                                      (2,977,230)      4,821,571
    Increase (decrease) in advance payments by borrowers for taxes, net            332,145         (34,215)
    Purchase of treasury stock                                                 (10,214,112)     (1,734,625)
    Issuance of common stock                                                       143,875               0
    Common stock acquired by ESOP                                               (2,793,422)              0
    Common stock retired by ESOP                                                 2,325,710               0
    Dividend paid                                                                 (269,912)       (299,111)
--------------------------------------------------------------------------------------------   ------------
          Net cash provided by (used in) financing activities                  (23,580,777)      9,810,306
--------------------------------------------------------------------------------------------   ------------

          Net change in cash and cash equivalents                                2,448,100        (873,126)
Cash and cash equivalents at beginning of period                                 5,399,466       6,902,040
--------------------------------------------------------------------------------------------   ------------

Cash and cash equivalents at end of period                                      $7,847,566      $6,028,914
============================================================================================   ============


Cash paid during period for:

          Interest                                                              $6,877,447      $6,940,279
          Income Taxes                                                          $1,623,000      $1,500,000

Supplemental disclosures of non-cash investing activities:

                                                                                  $220,000        $182,500
</TABLE>
                                                                        
                                        7
<PAGE>



                    LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements

(1)  Basis of Presentation

The consolidated financial statements include the accounts of Lakeview Financial
Corp. (the "Company"), its wholly owned subsidiaries, Lakeview Savings Bank (the
"Savings  Bank"),  Branchview,  Inc.,  and its 90%  owned  subsidiary,  Lakeview
Mortgage Depot, Inc. All significant intercompany balances and transactions have
been eliminated in consolidation.

These  consolidated  financial  statements  were  prepared  in  accordance  with
instructions  for Form  10-Q  and  therefore,  do not  include  all  disclosures
necessary for a complete  presentation of the statement of financial  condition,
statement  of  operations,  and  statement  of cash  flows  in  conformity  with
generally accepted accounting principles. However, all adjustments which are, in
the opinion of management,  necessary for the fair  presentation  of the interim
financial statements have been included and all such adjustments are of a normal
recurring  nature.  The results of operations for the three and six months ended
January  31, 1998 are not  necessarily  indicative  of the  results  that may be
expected for the fiscal year July 31, 1998 or any other interim period.

These statements should be read in conjunction with the consolidated  statements
and related notes which are  incorporated  by reference in the Company's  Annual
Report on Form 10-K for the year ended July 31, 1997.

(2)  Net Income per Share

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 128 ("Statement 128"),  "Earnings Per Share."
As required,  the  Corporation  adopted  Statement  128 during the quarter ended
January 31, 1998. This statement  redefines the standards of computing  earnings
per share (EPS) previously found in Accounting  Principles Board Opinion No. 15,
Earnings Per Share.  Statement 128  establishes  new standards for computing and
presenting  EPS and requires dual  presentation  of "basic" and "diluted" EPS on
the face of income  statement for all entities with complex capital  structures.
Under Statement 128, basic EPS is to be computed based upon income  available to
common  shareholders  divided by the weighted  average  number of common  shares
outstanding  for the  period.  Diluted  EPS is  calculated  based on net  income
available  to  common  stockholders  divided  by  the  average  weighted  shares
outstanding  including  common stock  equivalents  utilizing the treasury  stock
method. Statement 128 also requires the restatement of all prior-period EPS data
presented.


                                        8

<PAGE>



The  following   reconciles  the  weighted   average  number  of  common  shares
outstanding used to calculate basic and diluted net income per share.


                                      For the three            For the six
                                       months ended            months ended
                                        January 31              January 31
                                        ----------              ----------
                                     1998         1997       1998         1997
Weighted Average Number
  of Common Shares
  Outstanding - Basic              3,413,557   4,131,222   3,589,622   4,167,418

Effective of Dilutive Securities
 Qualified Stock Options             371,266     314,396     364,776     300,499
 Non-Qualified Stock Options         249,351     195,137     242,093     184,610
 MSBP Shares                          38,508      67,913      37,797      67,913
                                   ---------   ---------   ---------   ---------

Weighted Average Number
 of Common Shares
 Outstanding - Diluted             4,072,682   4,708,668   4,234,288   4,720,440
                                   =========   =========   =========   =========

(3) Par Value of Common Stock

As previously  disclosed in the Company's Annual Report on Form 10K for the year
ended July 31, 997, on  September  4, 1997,  the Company  declared a two for one
stock split payable on October 15, 1997 to  stockholders of record on October 1,
1997.  For the year ended July 31, 1997,  share data was adjusted to reflect the
stock  split.  The Company is required to maintain the stock par value at $2.00,
and therefore  the Balance Sheet at January 31, 1998 reflects such par value.  A
change  during the quarter ended January 31, 1998 was made to restore the common
stock par value to that level. Such change had no effect on total  stockholders'
equity and stated/tangible book value per share.

(4)  Non Performing Loans and the Allowance for Loan Losses

Non-performing assets (loans 90 days or more delinquent, non-accrual loans, real
estate owned and other  non-performing  assets) totaled $6.0 million or 1.27% of
total assets at January 31, 1998,  as compared to $5.7 million or 1.13% of total
assets at July 31, 1997.


                                        9

<PAGE>



Non performing loans at January 31, 1998, and July 31, 1997, are as follows:

                                             January 31, 1998      July 31,1997
                                             ----------------      ------------

Loans delinquent 90 days or more                  $4,207,659         $3,810,868
As a percentage of total loans                           1.8%               1.7%

An analysis of the  allowance  for loan  losses for the six month  period  ended
January 31, 1998 and 1997 is as follows:

                                               For the six        For the six
                                               months ended       months ended
                                             January 31, 1998   January 31, 1997
                                             ----------------     --------------

Balance at beginning of period                   $ 3,411,461        $ 3,073,158
Provision charged to operations                      600,816            361,217
Charge-offs,                                        (587,320)          (342,811)
Recoveries                                            17,813             18,277
                                                 -----------        -----------
Balance at end of period                         $ 3,442,770        $ 3,109,841
                                                 ===========        ===========



                                       10

<PAGE>



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

Overview
--------

Lakeview  Financial  Corp. (the "Company") is organized as a unitary savings and
loan holding company and owns all of the  outstanding  capital stock of Lakeview
Savings  Bank  (the  "Savings  Bank").  The  business  of the  Savings  Bank and
therefore,  the Company,  is the  acceptance of deposits from the general public
and the origination  and purchase of mortgage loans in Northern New Jersey.  The
Savings Bank has eight office locations  located in Bergen and Passaic Counties,
New  Jersey.  The Company  also has  investments  in two  service  corporations,
Branchview, Inc. and Lakeview Mortgage Depot, Inc.

Shareholders of Westwood Financial  Corporation  approved the merger of Westwood
Savings Bank ("WFC") with and into the Corporation on February 24, 1998, and the
transaction  closed on February 27, 1998.  In  connection  with the merger,  the
Company issued  403,622 shares of common stock and paid  $10,136,939 in cash for
the outstanding shares of common stock of WFC. The transaction was accounted for
under the "purchase method" of accounting.

Comparison of Financial Condition at January 31, 1998 and July 31, 1997
-----------------------------------------------------------------------

Total assets decreased $33.2 million,  or 6.6%, to $472.7 million at January 31,
1998,  from $505.9 million at July 31, 1997. The decrease was primarily due to a
decreases  in  investment  securities  held to maturity of $9.6  million,  $30.6
million in investment  securities  available for sale,  $8.8 million in mortgage
backed  securities  held to maturity,  and $660  thousand in excess of cost over
fair value of assets  acquired,  offsetting  increases of $14.3 million in loans
receivable,  net, and $500 thousand in Federal Home Loan Bank of New York Stock.
Funds from investment  securities  (held to maturity and available for sale) and
mortgage  backed  securities  held to  maturity  were used to fund the growth in
loans receivable and to re-pay the ESOP obligation.

The investment  securities held to maturity decreased $9.6 million, or 22.5%, to
$33.1  million at January 31, 1998,  from $42.7  million at July 31,  1997.  The
decrease was mainly  attributed to the proceeds of maturities of $15.9  million,
offset by the  purchase of $5.8  million and  amortization  of discounts of $525
thousand.

Investment  securities  available for sale ("investment  securities")  decreased
$30.6 million to $75.0  million at January 31, 1998 from $105.6  million at July
31, 1997. The decrease was mainly  attributable to the proceeds from maturity of
investment  securities  available  for sale of $23.0  million,  $15.2 million in
proceeds from sale,  $1.1 million of principal  repayments,  and a $14.8 million
decrease in market, offset by purchases of $23.5 million. The decrease in market
value in investment  securities  available for sale is mainly  attributed to the
carrying value of Branchview's investment in Industry Mortgage Company

                                       11

<PAGE>



("IMC"),  which consists of 1,661,856 shares of common stock. For the six months
ended  January 31, 1998,  the market value  decreased  $15.4 million or 51.5% to
$14.5  million from $29.9 million at July 31, 1997.  Branchview's  cost basis of
the  investment  in IMC is $7.8  million at January 31,  1998.  The  decrease in
market  value  was  the  result  of   unfavorable   market   conditions  in  the
non-conforming mortgage loan industry.  Investment securities available for sale
are  reported at fair value,  with  unrealized  gains and losses  excluded  from
earnings and reported net of income tax, as a separate component of equity.

Mortgage backed securities held to maturity decreased $8.8 million,  or 8.6%, to
$93.4 million at January 31, 1998,  from $102.2  million at July 31, 1997.  This
was attributed to principal repayments of $8.8 million. The funds were primarily
used to fund the growth in loans receivable.

Loans receivable  increased $14.3 million, or 6.4%, to $238.8 million at January
31, 1998,  from $224.6  million at July 31, 1997. The increase was the result of
the concerted efforts of a seasoned branch staff,  specialized  lending officers
and senior management.

Federal Home Loan Bank of New York stock,  increased $500 thousand, or 14.1%, to
$4.1  million at January  31,  1998,  from $3.6  million at July 31,  1997.  The
increase was due to an additional purchase of FHLB of New York stock.

Deposits,  after interest credited,  decreased $10.1 million, or 2.7%, to $360.7
million at January 31, 1998,  from $370.8  million at July 31, 1997.  During the
six months  ended  January 31, 1998,  now  accounts  and money  market  deposits
increased $780 thousand or 1.0%, saving deposits  decreased $1.4 million or 1.8%
and  certificates  of deposit  deceased  $9.5 million or 4.4%.  Growth  occurred
primarily in now accounts and money market deposit  accounts due to Management's
concerted efforts to increase these low cost and revenue generating funding base
accounts.

During the quarter ended January 31, 1998,  borrowings  on ESOP  obligations  of
$2.4 million were re-paid.

Shareholders' equity decreased $16.2 million during the six months ended January
31, 1998, to $45.6  million.  This was primarily due to the  repurchase of $10.2
million  in  common  stock,  decrease  in the  unrealized  gains  on  securities
available for sale of $9.6 million,  and cash dividends of $270,000,  offsetting
the decrease was net income of $3.8 million and  amortization  of ESOP shares of
$231 thousand.

Comparison of Operating Results For The Three Months Ended January 31, 1998 and
--------------------------------------------------------------------------------
1997
----

Interest  Income:  Total interest income increased $700 thousand to $8.7 million
for the quarter ended January 31, 1998, compared to $8.0 million for the quarter
ended January

                                       12

<PAGE>



31, 1997. The increase was mainly due to growth in the level of interest earning
assets, primarily in loans receivable, net, and an increase in the average yield
on interest  earning assets from 7.34% to 7.46%. The average balance in interest
earning  assets for the three months ended  January 31,  1998,  increased  $31.3
million,  or 7.10% to $472.3  million from $441.0 million for the same period in
1997.

Interest Expense: Total interest expense increased $306 thousand to $4.7 million
for the quarter ended January 31, 1998, compared to $4.4 million for the quarter
ended January 31, 1997.  The increase was due to growth in the level of interest
bearing liabilities,  offset by a decrease in the average cost. Average interest
bearing  liabilities  increased  $18.8 million or 4.6% to $423.2 million for the
quarter  ended  January  31,  1998,  from $404.4  million for the quarter  ended
January 31, 1997.  The cost  decreased  five basis points to 4.26% for the three
months ended January 31, 1998 from 4.31% for the same period in 1997.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $394  thousand or 10.9%,  to $4.0  million for the three months ended
January 31, 1998, from $3.6 million for the same period in 1997.

Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses  increased $44  thousand,  or 17.2%,  to $300  thousand  compared to $256
thousand  for the same period ended  January 31, 1997,  due to loan growth and a
change  in  the  mix of the  loan  portfolio.  Management  of the  Savings  Bank
regularly  accesses the credit risk of the loan  portfolio  based on information
available at such times,  including  trends in the local real estate  market and
levels of the Savings Bank's  non-performing loans and assets. The assessment of
the adequacy of the  allowance  for loan losses  involves  subjective  judgement
regarding  future  events and thus  there can be no  assurance  that  additional
provisions for loan losses will not be required in future periods.

Other Income:  Other income increased $206 thousand during the comparison period
to $3.4  million or 6.50%,  from $3.2  million.  Loan fees and  service  charges
increased $42 thousand,  or 13.8%,  to $344 thousand.  The increase is primarily
due to an increase of $27  thousand in NOW account  service  fees.  Other income
increased $154 thousand, or 34.4% to $603 thousand for the quarter ended January
31, 1998,  compared to $449 thousand for the quarter ended January 31, 1997. The
increase  was  primarily  attributed  to an  increase  of $135  thousand  in the
operations of the Company's subsidiary, Lakeview Mortgage Depot, Inc.

Other Expense: For the comparison period, other expense increased $379 thousand,
or 14.3%, to $3.0 million for the three months ended January 31, 1998, from $2.6
million for the three months ended January 31, 1997. Compensation increased $158
thousand,  or 11.4% to $1.5  million at January  31,  1998 as  compared  to $1.4
million at January  31,  1997.  The  increase  was mainly  attributed  to higher
compensation and benefit cost for the

                                       13

<PAGE>



Company of approximately $54 thousand and $104 thousand respectively,  due to an
increase in staff for the Company's subsidiary Lakeview Mortgage Depot, Inc. Net
loss on real estate owned  operations  increased $31 thousand,  or 37.8% to $112
thousand at January 31,  1998 as compared to $81  thousand at January 31,  1997.
Management will continue to liquidate real estate owned whenever possible. Other
operating  expense  increased $199  thousand,  or 32.4% to $816 thousand for the
three months ended  January 31,  1998,  compared to $617  thousand for the three
months ended January 31, 1997. The increase is mainly  attributed to an increase
of $59 thousand in operating cost of the Company's  subsidiary Lakeview Mortgage
Depot,  Inc.,  due to the  expansion of  operations.  In addition  legal expense
increased $38 thousand for the comparable  periods due to cost  associated  with
the Westwood Financial Corporation merger.

Comparison of Operating Results For The Six Months Ended January 31, 1998 and
--------------------------------------------------------------------------------
1997
----

Interest  Income:  Total interest income increased $1.7 million to $17.7 million
for the six months ended January 31, 1998, compared to $16.0 million for the six
months  ended  January 31,  1997.  The  increase was mainly due to growth in the
level of interest  earning assets,  primarily in loans  receivable,  net, and an
increase in the average  yield on interest  earning  assets from 7.45% to 7.52%.
The average balance in interest  earning assets for the six months ended January
31, 1998 increased $39.6 million, or 9.91% to $475.9 million from $436.3 million
for the same period in 1997.

Interest Expense: Total interest expense increased $734 thousand to $9.3 million
for the six months ended January 31, 1998,  compared to $8.6 million for the six
months ended  January 31,  1997.  The increase was due to growth in the level of
interest  bearing  liabilities,  and a decrease  in the  average  cost.  Average
interest bearing  liabilities  increased $19.7 million or 4.9% to $421.2 million
for the six months  ended  January 31,  1998,  from  $401.5  million for the six
months ended  January 31, 1997.  The cost  increased 3 basis points to 4.30% for
the six months ended January 31, 1998, from 4.27% for the same period in 1997.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $879  thousand or 11.8%,  to $8.4  million  for the six months  ended
January 31, 1998, from $7.5 million for the same period in 1997.

Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses  increased  $240  thousand or 66.3%,  to $600  thousand  compared to $361
thousand  for the same period ended  January 31, 1997,  due to loan growth and a
change  in  the  mix of the  loan  portfolio.  Management  of the  Savings  Bank
regularly  accesses the credit risk of the loan  portfolio  based on information
available at such times,  including  trends in the local real estate  market and
levels of the Savings Bank's  non-performing loans and assets. The assessment of
the adequacy of the allowance for loan losses involves subjective

                                       14

<PAGE>



judgement  regarding  future  events  and thus  there can be no  assurance  that
additional provisions for loan losses will not be required in future periods.

Other Income:  Other income decreased $663 thousand during the comparison period
to $4.1 million or 13.9%,  from $4.8  million.  The decline was primarily due to
$3.2 million in gains from the sale of  investments  during the six months ended
January 31, 1997 compared to a $2.4 million gain from the investment  securities
available for sale portfolio for the six months ended January 31, 1998. The gain
on the sale of investment securities available for sale for the six months ended
January 31, 1998 is not necessarily  indicative of the results  expected for the
fiscal year ending July 31,  1998.  Other  income  increased  $93  thousand , or
16.2%,  to $667  thousand.  The increases is primarily due to an increase of $79
thousand in NOW account service charges.

Other Expense:  For the comparison period, other expense decreased $1.6 million,
or 21.5%,  to $5.9 million for the six months ended January 31, 1998,  from $7.4
million for the six months  ended  January 31,  1997.  Other  expense  primarily
decreased due to the  recognition for the six months ended October 31, 1996 of a
$2.2 million special assessment  required to recapitalize the SAIF. The decrease
was  offset by an  increase  in  compensation  expense of $412  thousand,  a $53
thousand  increase in net loss from real estate owned  activities as compared to
the same  period in 1997 and an increase  of $162  thousand  in other  operating
expense.  Compensation  increased  $412  thousand,  or 15.6% to $3.0  million at
January 31, 1998 as compared to $2.6 million at January 31,  1997.  The increase
was mainly attributed to higher compensation and benefit cost for the Company of
approximately  $240  thousand and $172 thousand  respectively,  due to increased
staff for the Company's  subsidiary  Lakeview  Mortgage Depot,  Inc. Net loss on
real estate owned operations  increased $53 thousand,  or 52.1% to $154 thousand
at January 31, 1998 as compared to $101 thousand at January 31, 1997. Management
will continue to liquidate real estate owned whenever possible.  Other operating
expense  increased $162 thousand,  or 11.9%,  to $1.5 million for the six months
ended January 31, 1998.  The increase is mainly  attributable  to an increase of
$61  thousand  in legal  expense  due to cost  associated  with the merger  with
Westwood  Financial  Corporation,  and a $81 thousand in  increased  cost of the
Company's  subsidiary  Lakeview  Mortgage  Depot,  Inc due to the  expansion  of
operations.

Liquidity and Capital Resources
-------------------------------

The Savings Bank's  primary  sources of funds includes  savings  deposits,  loan
repayments and  prepayments,  cash flow from  operations and borrowings from the
Federal Home Loan Bank of New York  ("FHLB").  The Savings Bank uses its capital
resources  principally to fund loan  origination  and purchases,  repay maturing
borrowings, purchase of securities, and for short and long-term liquidity needs.
The Savings Bank expects to be able to fund or refinance, on a timely basis, its
commitments and long-term liabilities.


                                       15

<PAGE>



The Savings  Bank's liquid assets  consist of cash and cash  equivalents,  which
include investments in highly liquid short-term investments.  The level of these
assets are dependent on the Savings Bank's  operating,  financing and investment
activities  during  any  given  period.  At  January  31,  1998,  cash  and cash
equivalents totaled $7,847,566.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of January  31,  1998,  the Savings  Bank had
commitments to fund loans of $4,236,000.

The Savings Bank had leverage,  Tier 1 and  risk-based  capital  ratios of 7.9%,
12.7%,  and 14.0% at January 31,  1998,  which  exceeded  the FDIC's  respective
minimum  requirements of 4.00%, 4.00% and 8.00%. The Savings Bank was classified
as a "well capitalized" institution by the FDIC as of January 31, 1998.

                                       16

<PAGE>




                    LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

                  From  time to  time,  the  Savings  Bank is a party  to  legal
                  proceedings  in the  ordinary  course of  business  wherein it
                  enforces   its  security   interest  in  loans.   Neither  the
                  Registrant  nor the  Savings  Bank was  engaged  in any  legal
                  proceeding of a material nature as of January 31, 1998.

ITEM 2.           CHANGES IN SECURITIES

                  Not applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

ITEM 5.           OTHER MATERIALLY IMPORTANT EVENTS

                  The  Company   announced  on  February  27,  1998,   that  the
                  shareholders of Westwood  Financial  Corporation  approved the
                  merger of Westwood  Savings Bank with and into the Corporation
                  and Lakeview on February 24, 1998. The  transaction  closed at
                  the close of business on February 27, 1998. In connection with
                  the merger,  the Company issued 403,622 shares of common stock
                  and paid  $10,136,938.50  in cash  for all of the  outstanding
                  shares of common stock of WFC. The  transaction  was accounted
                  for as a "purchase."

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  Exhibit 27.  Financial  Data Schedule  (included in electronic
                               filing only).



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<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.


                                                    Lakeview Financial Corp. 
                                           
                                           
Date:   March 10, 1998                          /s/ Kevin J. Coogan
                                                   ------------------------
                                                        Kevin J. Coogan
                                                       President and CEO
                                                   (Principal Executive Officer)
                                           
                                           
                                           
                                           
                                           
                                           
Date:   March 10, 1998                          /s/ Anthony G. Gallo
                                                   ------------------------
                                                        Anthony G. Gallo
                                                     Vice President and CFO
                                                  (Principal Financial Officer)
                                           


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