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:             April 30, 1998

                                       OR

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

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

                         Commission file 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: June 12, 1998
                                                            -------------

            Class                                             Outstanding
----------------------------                                  -----------
$2.00 par value common stock                               4,977,768 shares

                                       

<PAGE>



                    LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES

                                    CONTENTS
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                             Page
<S>               <C>                                                                       <C>
Item 1:           Financial Statements

                  Unaudited Consolidated Statements of Financial Condition
                  as of April 30, 1998 and July 31, 1997                                      3

                  Unaudited Consolidated Statements of Income for the Three
                  Months Ended April 30, 1998 and 1997                                        4

                  Unaudited Consolidated Statements of Income for the Nine
                  Months Ended April 30, 1998 and 1997                                        5

                  Unaudited Consolidated Statements of Cash Flows for the Nine
                  Months Ended April 30, 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

</TABLE>

                                        2

<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CONDITION
AS OF APRIL 30, 1998,  AND JULY 31, 1997
------------------------------------------------------------------------------------------------------------------------------
                                                                                         (Unaudited)             (Unaudited)
                                                                                          April 1998              July 1997
------------------------------------------------------------------------------------------------------   ---------------------
<S>                                                                                      <C>                     <C>         
Assets
------
Cash on hand and in banks                                                                  $8,983,447              $5,399,466
Investment securities held to maturity, net                                                92,935,945              42,681,799
Investment securities available for sale, net                                              90,760,577             105,592,249
Mortgage-backed securities held to maturity, net                                          103,895,891             102,248,545
Loans receivable, net                                                                     278,319,511             224,563,595
Real estate owned, net                                                                      1,655,000               1,929,447
Federal Home Loan Bank of New York stock, at cost                                           4,626,200               3,550,000
Accrued interest receivable, net                                                            4,013,685               3,475,581
Office properties and equipment, net                                                        4,551,543               4,027,940
Excess of cost over fair value of assets acquired                                          19,164,285               8,856,136
Other assets                                                                               10,732,228               3,557,442
------------------------------------------------------------------------------------------------------   ---------------------
Total assets                                                                             $619,638,312            $505,882,200
======================================================================================================   =====================

Liabilities and Shareholders' Equity
------------------------------------
Deposits                                                                                 $452,483,165            $370,787,103
Borrowings                                                                                 90,729,596              61,250,000
Borrowings - ESOP                                                                                   0               2,353,825
Advance payments by borrowers for taxes and insurance                                       2,726,738               2,259,134
Net deferred tax liability                                                                  3,887,897               6,094,000
Other liabilities                                                                           9,516,515               1,329,003
------------------------------------------------------------------------------------------------------   ---------------------
Total liabilities                                                                         559,343,911             444,073,065

Shareholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000
     shares, issued 6,441,504 shares and outstanding 4,977,768
     and 4,509,054 shares at April 30, 1998 and July 31, 1997                              12,883,008               6,441,504
Additional paid-in capital                                                                 23,632,752              33,188,027
Retained income substantially restricted                                                   34,941,015              28,617,200
Unrealized gain on securities available for sale, net of taxes                             11,647,050              14,457,898
Treasury stock at cost                                                                    (10,735,393)            (17,357,996)
Common stock acquired by ESOP                                                             (11,161,583)             (2,407,250)
Common stock acquired by MSBP                                                                (912,448)             (1,130,248)
------------------------------------------------------------------------------------------------------   ---------------------
Total shareholders' equity                                                                 60,294,401              61,809,135

------------------------------------------------------------------------------------------------------   ---------------------
Total liabilities and shareholders' equity                                               $619,638,312            $505,882,200
======================================================================================================   =====================

Stated book value per share                                                                    $12.11                  $13.71
Tangible book value per share                                                                   $8.26                  $11.74
</TABLE>




                                       3
<PAGE>


LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED APRIL 30, 1998  AND  1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)           (Unaudited)
                                                                                                    1998                  1997
------------------------------------------------------------------------------------------------------------- ---------------------
<S>                                                                                              <C>                   <C>       
Interest income:
     Loans receivable                                                                             $5,769,927            $4,495,467
     Mortgage-backed securities held to maturity                                                   1,649,461             1,764,675
     Investment securities held to maturity                                                        1,443,791               855,368
     Investment securities available for sale                                                        781,817             1,256,577
------------------------------------------------------------------------------------------------------------- ---------------------
         Total interest income                                                                     9,644,996             8,372,087

Interest expense:
     Interest on deposits                                                                          3,948,310             3,450,719
     Interest on borrowings                                                                        1,135,650               860,813
------------------------------------------------------------------------------------------------------------- ---------------------
         Total interest expense                                                                    5,083,960             4,311,532

Net interest income before provision for loan losses                                               4,561,036             4,060,555
     Provision for loan losses                                                                       449,401               300,000
------------------------------------------------------------------------------------------------------------- ---------------------
Net interest income after provision for loan losses                                                4,111,635             3,760,555

Other Income:
     Loan fees and service charges                                                                   390,547               308,063
     Net realized gain (loss) on sale of securities                                                2,629,075               (21,923)
     Other operating income                                                                          567,046               685,811
------------------------------------------------------------------------------------------------------------- ---------------------
         Total other income                                                                        3,586,668               971,951

Other expense:
     Compensation and employee benefits                                                            1,572,641             1,486,622
     Office occupancy and equipment expense                                                          245,138               229,370
     Net loss from real estate owned activities                                                        5,647                34,561
     Other operating expense                                                                         842,747               766,316
     Amortization of the excess of cost over fair value of net assets acquired                       466,192               330,071
------------------------------------------------------------------------------------------------------------- ---------------------
         Total other expense                                                                       3,132,365             2,846,940

Net income before taxes                                                                            4,565,938             1,885,566
     Total federal and state income tax                                                            1,524,470               546,394
------------------------------------------------------------------------------------------------------------- ---------------------
Net Income                                                                                        $3,041,468            $1,339,172
============================================================================================================= =====================

Net income per share:
     Basic                                                                                             $0.83                 $0.33
     Diluted                                                                                           $0.75                 $0.29

Weighted average numbers of shares outstanding:
     Basic                                                                                         3,665,509             4,044,002
     Diluted                                                                                       4,076,544             4,660,769
</TABLE>

                                       4
<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED APRIL 30, 1998 AND 1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)           (Unaudited)
                                                                                                    1998                  1997
------------------------------------------------------------------------------------------------------------- ---------------------
<S>                                                                                              <C>                   <C>        
Interest income:
     Loans receivable                                                                            $16,103,342           $12,168,963
     Mortgage-backed securities held to maturity                                                   4,840,963             5,609,043
     Investment securities held to maturity                                                        3,328,465             2,605,386
     Investment securities available for sale                                                      3,025,757             4,029,723
------------------------------------------------------------------------------------------------------------- ---------------------
         Total interest income                                                                    27,298,527            24,413,115

Interest expense:
     Interest on deposits                                                                         11,042,702            10,390,998
     Interest on borrowings                                                                        3,340,873             2,486,544
------------------------------------------------------------------------------------------------------------- ---------------------
         Total interest expense                                                                   14,383,575            12,877,542

Net interest income before provision for loan losses                                              12,914,952            11,535,573
     Provision for loan losses                                                                     1,050,217               661,217
------------------------------------------------------------------------------------------------------------- ---------------------
Net interest income after provision for loan losses                                               11,864,735            10,874,356

Other Income:
     Loan fees and service charges                                                                 1,057,778               882,403
     Net realized gain on sale of securities                                                       5,041,091             3,157,157
     Other operating income                                                                        1,604,511             1,711,900
------------------------------------------------------------------------------------------------------------- ---------------------
         Total other income                                                                        7,703,380             5,751,460

Other expense:
     Compensation and employee benefits                                                            4,623,113             4,125,051
     Office occupancy and equipment expense                                                          701,228               693,110
     Net loss from real estate owned activities                                                      159,157               135,463
     Other operating expense                                                                       2,372,880             2,134,143
     SAIF recapitalization assessment                                                                      0             2,218,674
     Amortization of the excess of cost over fair value of net assets acquired                     1,126,336               990,215
------------------------------------------------------------------------------------------------------------- ---------------------
         Total other expense                                                                       8,982,714            10,296,656
                                                                                                               
Net income before taxes                                                                           10,585,401             6,329,160
     Total federal and state income tax                                                            3,729,538             2,174,394
------------------------------------------------------------------------------------------------------------- ---------------------
Net Income                                                                                        $6,855,863            $4,154,766
============================================================================================================= =====================

Net income per share:
     Basic                                                                                             $1.87                 $1.01
     Diluted                                                                                           $1.68                 $0.89

Weighted average numbers of shares outstanding:
     Basic                                                                                         3,665,254             4,122,462
     Diluted                                                                                       4,091,565             4,690,478
</TABLE>

                                       5
<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1998 AND 1997                                        
----------------------------------------------------------------------------------------------------------------------------
                                                                                             (Unaudited)        (Unaudited)
                                                                                                 1998               1997
---------------------------------------------------------------------------------------------------------  -----------------
<S>                                                                                         <C>                <C>       
Cash flows from operating activities:
    Net Income                                                                                $6,855,863         $4,154,766
Adjustment to reconcile net income to net cash provided
 by operating activities :
    Amortization of excess of cost over fair value of assets acquired                          1,126,336            990,215
    Amortization of discounts and premiums, net                                               (1,422,791)          (289,971)
    Provision for losses on loans                                                              1,050,217            661,217
    Provision for losses on real estate owned                                                     32,857             43,783
    Loss (gain) on sale of real estate owned                                                       4,780            (37,624)
    Net realized gain on sale of investments available for sale                               (4,838,948)        (2,799,964)
    Net realized gain on sale of trading securities                                             (202,143)          (357,193)
    Decrease (increase) in accrued interest receivable                                           474,875           (319,304)
    Decrease in deferred loan fees                                                               (25,218)           (28,012)
    Increase in other assets                                                                  (6,999,037)        (1,909,797)
    Decrease in net deferred tax liability                                                      (156,098)                 0
    Increase (decrease) in other liabilities                                                   7,615,434           (498,194)
    Amortization of ESOP shares                                                                  336,180            562,238
    Amortization of MSBP shares                                                                  217,800            285,038
    Depreciation of office properties and equipment, net                                         239,683            200,190
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash provided by operating activities:                                       4,309,790            657,388

Cash flows from investing activities:
    Loan origination net of principal payments                                               (14,616,810)       (45,147,870)
    Increase in Federal Home Loan Bank stock                                                    (500,000)          (962,600)
    Purchase of investment securities available for sale                                     (53,323,545)       (23,201,502)
    Proceeds from sale of investment securities available for sale                            39,033,842         37,820,741
    Proceeds from maturity of investment securities available for sale                        27,967,780          3,000,000
    Principal payments on investment securities available for sale                             1,674,544          1,331,532
    Purchase of trading securities                                                           (21,901,487)       (20,391,277)
    Proceeds from sale of trading securities                                                  22,103,630         13,351,537
    Purchase of investment securities held to maturity                                       (39,627,306)        (2,500,000)
    Proceeds from maturity of investment securities held to maturity                          24,946,725          2,000,000
    Principal payments on mortgage-backed securities held to maturity                         15,166,208         15,212,970
    Proceeds from sale of real estate owned                                                      531,810            684,074
    Increase in office properties and equipment                                                 (117,634)           (91,919)
    Payment for purchase of Westwood Financial Corporation, net
      of cash acquired                                                                         5,724,409                  0
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash provided by (used in) investing activities                              7,062,166        (18,894,314)

</TABLE>

                                       6
<PAGE>

LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES                                 
-----------------------------------------                                 
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE NINE MONTHS ENDED APRIL 30, 1998 AND 1997                       
---------------------------------------------------------------------------------------------------------  -----------------
                                                                                             (Unaudited)        (Unaudited)
                                                                                                 1998               1997
---------------------------------------------------------------------------------------------------------  -----------------
<S>                                                                                          <C>                <C>       
Cash flows from financing activities:
    (Decrease) increase in deposits, net                                                      (9,187,188)        19,267,534
    Increase in borrowings, net                                                               17,125,771          4,058,071
    Increase in advance payments by borrowers for taxes, net                                     467,263            419,272
    Purchase of treasury stock                                                                (8,781,841)        (5,300,876)
    Issuance of common stock                                                                   2,121,497                  0
    Common stock acquired by ESOP                                                             (9,001,429)                 0
    Dividend paid                                                                               (532,048)          (445,272)
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash (used in) provided by financing activities                             (7,787,975)        17,998,729
---------------------------------------------------------------------------------------------------------  -----------------

              Net change in cash and cash equivalents                                          3,583,981           (238,197)
Cash and cash equivalents at beginning of period                                               5,399,466          6,902,040
---------------------------------------------------------------------------------------------------------  -----------------

Cash and cash equivalents at end of period                                                    $8,983,447         $6,663,843
=========================================================================================================  =================



Cash paid during period for:

              Interest on deposits                                                           $10,792,398        $10,390,998
              Income taxes                                                                    $2,104,000         $1,735,153

Supplemental disclosures of non-cash investing activities:

              Transfer of loans receivable to real estate owned                                 $295,000           $733,476
</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 nine months ended
April  30,  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  financial
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.

Shareholders of Westwood Financial  Corporation  ("WFC"),  the parent company of
Westwood  Savings Bank,  approved the merger of WFC with and into the Company on
February  24,  1998.  The merger was  consummated  on February  27, 1998 and the
Company issued from treasury 401,343 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.

(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 the  income  statement  for  all  entities  with  complex  capital
structures. Under Statement 128, basic EPS is computed

                                        8

<PAGE>



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 requires  the  restatement  of all
prior-period EPS data presented.

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

                                                     For the three                      For the nine
                                                     months ended                       months ended
                                                     April 30                           April 30
                                                     --------                           --------
                                              1998              1997              1998             1997
<S>                                         <C>               <C>               <C>              <C>      
Weighted Average Number
  of Common Shares
  Outstanding - Basic                       3,665,509         4,044,002         3,665,254        4,122,462

Effective of Dilutive Securities
 Qualified Stock Options                      128,706           337,167           147,687          309,632
 Non-Qualified Stock Options                  254,427           217,885           250,993          196,669
 MSBP Shares                                   27,902            61,715            27,631           61,715
                                               ------            ------            ------           ------

Weighted Average Number
 of Common Shares
 Outstanding - Diluted                      4,076,544         4,660,769         4,091,565        4,690,478
                                            =========         =========         =========        =========
</TABLE>
(3) Par Value of Common Stock

As previously  disclosed in the Company's Annual Report on Form 10K for the year
ended July 31, 1997,  on September 4, 1997,  the Company  declared a two for one
stock  split in the form of a stock  dividend  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 value at $2.00 per share,  and therefore the balance sheet at
April 30,  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.

                                        9

<PAGE>



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

Non performing assets at April 30, 1998, and July 31, 1997, are as follows:
<TABLE>
<CAPTION>
                                                          April 30, 1998                      July 31,1997
                                                          --------------                      ------------

<S>                                                          <C>                                <C>       
Accruing loans 90 + delinquent                               $        -                         $        -
Non accrual loans                                             4,265,090                          3,810,868
Real estate owned, net                                        1,655,000                          1,929,447
                                                              ---------                          ---------
Total non-performing assets                                  $5,920,090                         $5,740,315
                                                              =========                         ==========

Non-accrual loans as a percentage
         of total loans                                            1.53%                              1.70%
Non-performing assets as a percentage
         of total assets                                            .96%                              1.13%
</TABLE>

An analysis of the  allowance  for loan losses for the nine month  period  ended
April 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                                           For the nine                       For the nine
                                                           months ended                       months ended
                                                           April 30, 1998                     April 30, 1997
                                                           --------------                     --------------

<S>                                                           <C>                                <C>       
Balance at beginning of period                                $3,411,461                         $3,073,158
Allowance for loan losses acquired
         from Westwood                                           426,500                                  -
Provision charged to operations                                1,050,217                            661,217
Charge-offs,                                                    (771,760)                          (602,543)
Recoveries                                                        43,142                             30,225
                                                               ---------                          ---------
Balance at end of period                                      $4,159,560                         $3,162,057
                                                              ==========                         ==========
</TABLE>


                                       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 ten 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  ("WFC"),  the parent company of
Westwood  Savings Bank,  approved the merger of WFC with and into the Company on
February  24,  1998.  The merger was  consummated  on February  27, 1998 and the
Company issued from treasury 401,343 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 April 30, 1998 and July 31, 1997
---------------------------------------------------------------------

Total assets increased $113.7 million,  or 22.5%, to $619.6 million at April 30,
1998, from $505.9 million at July 31, 1997. The acquisition of Westwood amounted
to $109.4 million or 96.2% of the increase.

The investment  securities held to maturity increased $50.2 million,  or 117.7%,
to $92.9  million at April 30, 1998,  from $42.7  million at July 31, 1997.  The
increase was mainly attributed to purchases of $39.6 million, $34.4 million from
the  acquisition  of Westwood,  and  amortization  of discounts of $1.1 million,
offset by the proceeds of maturities of $24.9 million.

Investment  securities  available for sale ("investment  securities")  decreased
$14.8 million to $90.8 million at April 30, 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 $27.9  million,  $34.1 million in
sales,  $1.7 million of  principal  repayments,  and a $4.4 million  decrease in
market, offset by purchases of $53.3 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 ("IMC"), which consists of 1,661,856 shares of common stock. At
April 30,  1998,  the  market  value  decreased  $3.4  million or 11.4% to $26.5
million  from  $29.9  million at July 31,  1997.  The cost basis of IMC was $7.8
million  at April 30,  1998.  The  decrease  in market  value was the  result of
unfavorable market conditions in the non-conforming

                                       11

<PAGE>



mortgage loan industry.

Mortgage backed securities held to maturity increased $1.7 million,  or 1.6%, to
$103.9 million at April 30, 1998, from $102.2 million at July 31, 1997. This was
attributed  to $16.7  million  from  the  acquisition  of  Westwood,  offset  by
principal repayments of $15.2 million. The funds were primarily used to fund the
growth in loans receivable.

Loans receivable  increased $53.7 million,  or 23.9%, to $278.3 million at April
30,  1998,  from  $224.6  million  at July 31,  1997.  The  increase  was mainly
attributed to $40.4 million from the acquisition of Westwood.

Federal Home Loan Bank of New York stock,  increased $1.0 million,  or 30.3%, to
$4.6 million at April 30, 1998, from $3.6 million at July 31, 1997. The increase
was due to an  additional  purchase of FHLB of New York stock and $576  thousand
attributed to the acquisition of Westwood.

Excess of cost over fair value of net assets acquired (i.e., goodwill) increased
$10.3 million, to $19.2 million at April 30, 1998, from $8.9 million at July 31,
1997.  The increase is mainly  attributed  to the goodwill  associated  with the
acquisition  of Westwood.  The goodwill  will be amortized  over 180 months on a
straight-line basis.

Other assets  increased  $7.1  million,  or 201.7% to $10.7 million at April 30,
1998 from $3.6 million at July 31, 1997. The increase was mainly attributed to a
$6.3  million  settlement  receivable  from  the sale of  investment  securities
available for sale which was received in May 1998.

Deposits, after interest credited,  increased $81.7 million, or 22.0%, to $452.5
million at April 30, 1998, from $370.8 million at July 31, 1997. The increase is
mainly attributed to the acquisition of Westwood.

Borrowings increased $29.4 million or 48.1%, to $90.7 million at April 30, 1998,
from $61.3  million at July 31,  1997.  The  increase  was  attributed  to $10.0
million from the  acquisition  of Westwood and a $17.1 million  increase to fund
growth in loans receivable and investment securities held to maturity.

                                       12

<PAGE>



Comparison of Operating Results For The Three Months Ended April 30, 1998 and
-----------------------------------------------------------------------------
1997
----

Interest  Income:  Total interest income increased $1.2 million or 15.2% to $9.6
million for the three months ended April 30, 1998,  compared to $8.4 million for
the comparable  1997 period.  Average  interest  earning assets  increased $76.2
million to $524.4 million for the three month period in 1998 from $448.2 million
for the  comparable  1997 period.  The increase  reflects an increase in average
loans of $61.1 million, average investments and mortgage-backed  securities held
to  maturity  of  $25.1  million  offset  by  a  decrease  in  investments   and
mortgage-backed securities available for sale of $10.0 million.

Interest  Expense:  Total interest  expense  increased $800 thousand or 17.9% to
$5.1 million for the three months ended April 30, 1998  compared to $4.3 million
for the comparable 1997 period. Average  interest-bearing  liabilities increased
$69.1  million to $479.4  million for the three month period in 1998 from $410.3
million for the  comparable  1997 period.  Of this  increase,  average  deposits
increased $53.1 million and average borrowings increased $16.0 million.

Net Interest  Income:  Net interest  income  increased $500 thousand or 12.3% to
$4.6 million for the three months ended April 30, 1998  compared to $4.1 million
for the  comparable  1997 period.  During the three months ended April 30, 1998,
the Company's  interest rate spread and net interest  margin  decreased to 3.48%
and 3.11%, respectively compared to 3.62% and 3.27% for the same period in 1997.
A 11 basis point decline in the yield on earnings assets combined with a 4 basis
point increase in the cost of funds were the primary reasons for the declines.

Provision  For Loan  Losses:  The  provision  for  loan  losses  increased  $149
thousand,  or 49.8%, to $449 thousand for the three months ended April 30, 1998,
compared to $300 thousand for the same period ended April 30, 1997,  due to loan
growth  and a change  in the mix of the  loan  portfolio.  Management  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
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 $2.6 million during the comparison  period
to $3.6 million, from $972 thousand. The increase is primarily attributable to a
$2.6 million gain from  securities  available for sale and trading for the three
months ended April 30, 1998. The gain on sale of securities for the three months
ended April 30, 1998 is not necessarily indicative of the results for the fiscal
year ended July 31, 1998.



                                       13

<PAGE>



Other  Expense:  Other  expense  was  relatively  stable  during  the period and
increased  $300 thousand,  or 10.0%,  to $3.1 million for the three months ended
April 30,  1998,  from $2.8  million for the three  months ended April 30, 1997.
Compensation  increased  $86  thousand,  to $1.6  million  at April 30,  1998 as
compared  to $1.5  million at April 30, 1997 due to an increase in staff for the
Company's  subsidiary  Lakeview  Mortgage Depot,  Inc. Other  operating  expense
increased  $76  thousand,  to $843 thousand for the three months ended April 30,
1998,  compared to $766 thousand for the three months ended April 30, 1997.  The
increase was mainly  attributed to an increase of $18 thousand in operating cost
of Lakeview Mortgage Depot, Inc., due to the expansion of operations.

Comparison of Operating Results For The Nine Months Ended April 30, 1998 and
----------------------------------------------------------------------------
1997
----

Interest Income:  Total interest income increased $2.9 million or 11.8% to $27.3
million for the nine months ended April 30, 1998  compared to $24.4  million for
the comparable  1997 period.  Average  interest-earning  assets  increased $51.8
million to $492.1  million for the nine month period in 1998 from $440.3 million
for the comparable 1997 period.  This increase  primarily reflects the growth in
average loans receivable of $56.2 million.

Interest  Expense:  Total  interest  expense  increased $1.5 million or 11.7% to
$14.4  million  for the nine  months  ended  April 30,  1998,  compared to $12.9
million for the comparable  1997 period.  Average  interest-bearing  liabilities
increased $36.1 million to $440.6 million for the nine month period in 1998 from
$404.5  million  for the  comparable  1997  period.  Of this  increase,  average
deposits increased $20.9 million and average borrowings increased $15.2 million.

Net Interest  Income:  Net interest  income  increased  $1.4 million or 12.0% to
$12.9 million for the nine months ended April 30, 1998 compared to $11.5 million
for the comparable 1997 period. During the nine months ended April 30, 1998, the
Company's net interest margin decreased to 3.04%, compared to 3.15% for the same
period in 1997.  A 40 basis  point  increase  in the cost of funds  for  average
borrowings  was  the  primary  reason  for the  decline.  Interest  rate  spread
increased  to 3.50% for the nine months  ended April 30, 1998 from 3.49% for the
comparable 1997 period.

Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses  increased  $389  thousand  or 58.8%,  to $1.1  million  compared to $661
thousand  for the same  period  ended April 30,  1997,  due to loan growth and a
change  in the mix of the loan  portfolio.  Management  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  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.

                                       14

<PAGE>



Other Income:  Other income  increased $1.9 million or 33.9% to $7.7 million for
the nine  months  ended April 30,  1998  compared  to $5.8  million for the nine
months ended April 30, 1997.  The increase was  primarily due to $5.0 million in
gains from the sale of securities available for sale and trading during the nine
months ended April 30, 1998 compared to a $3.2 million gain from the  securities
for the nine months ended April 30, 1997. The gain on the sale of securities for
the nine  months  ended  April 30,  1998 is not  necessarily  indicative  of the
results expected for the fiscal year ending July 31, 1998.

Other Expense:  Other expense  decreased $1.3 million,  or 12.6% to $9.0 million
for the nine months ended April 30, 1998, from $10.3 million for the nine months
ended April 30, 1997. Other expense  primarily  decreased due to the recognition
for the nine months ended October 31, 1996 of a $2.2 million special  assessment
required  to  recapitalize  the  SAIF.  Offsetting  the  decrease,  compensation
increased $498  thousand,  to $4.6 million at April 30, 1998 as compared to $4.1
million at April 30, 1997 due to the increased staff of Lakeview Mortgage Depot,
Inc.  Other  operating  expense  increased $239 thousand to $2.4 million for the
nine months ended April 30, 1998 as compared to $2.1 million for the nine months
ended April 30, 1997.  The increase is mainly  attributable  to a $142  thousand
increased  cost of  Lakeview  Mortgage  Depot,  Inc.,  due to the  expansion  of
operations.

Year 2000
---------

Based  on  a  preliminary  study,  Lakeview  Financial  Corp  expects  to  spend
approximately  $150  thousand  from 1997  through  1999 to modify  its  computer
information  systems enabling proper processing of transactions  relating to the
year 2000 and beyond. The Company continues to evaluate  appropriate  courses of
corrective  action,  including  replacement of certain systems whose  associated
costs would be recorded as assets and amortized.  Accordingly,  the Company does
not expect the amounts required to be expensed over the next three years to have
a material effect on its financial position or results of operations. The amount
expensed in 1998 was immaterial.

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.

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 April 30, 1998, cash and cash equivalents
totaled $8,983,447.

                                       15

<PAGE>



The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its  current  commitments.  As of April  30,  1998,  the  Savings  Bank had
commitments to fund loans of $6,470,720.

The Savings Bank had leverage,  Tier 1, and  risk-based  capital ratios of 4.4%,
7.7%, and 8.9% at April 30, 1998, which exceeded the FDIC's  respective  minimum
requirements of 4.00%, 4.00% and 8.00%.

                                       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 April 30, 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

                  Not applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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



                                       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.


                                         Lakeview Financial Corp.


Date: June 12, 1998                     /s/ Kevin J. Coogan
                                            ------------------------
                                                 Kevin J. Coogan
                                                President and CEO
                                            (Principal Executive Officer)






Date: June 12, 1998                      /s/ Anthony G. Gallo
                                             ------------------------
                                                Anthony G. Gallo
                                             Vice President and CFO
                                             (Principal Financial Officer)

                                       18