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, 1997

                                       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: May 31, 1997
                                                    ------------

            Class                                            Outstanding
----------------------------                              ----------------
$2.00 par value common stock                              2,267,465 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 April 30, 1997 and July 31, 1996                      3

                  Unaudited Consolidated Statements of Income for the Three
                  Months Ended April 30, 1997 and 1996                        4

                  Unaudited Consolidated Statements of Income for the Nine
                  Months ended April 30, 1997 and 1996                        5

                  Unaudited Consolidated Statements of Cash Flows for the Nine
                  Months Ended April 30, 1997 and 1996                        6

                  Notes to Unaudited Consolidated Financial Statements        8

Item 2:           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         10

PART II -  OTHER INFORMATION

Item 1:           Legal Proceedings                                           16

Item 2:           Changes in Securities                                       16

Item 3:           Defaults Upon Senior Securities                             16

Item 4:           Submission of Matters to a Vote of Security Holders         16

Item 5:           Other Information                                           16

Item 6:           Exhibits and Reports on Form 8-K                            16

Signatures                                                                    17


                                       2
<PAGE>


LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

CONSOLIDATED STATEMENTS OF CONDITION
AS OF APRIL 30, 1997 AND JULY 31, 1996

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------  ------------

                                                                           (Unaudited)    (Unaudited)
                                                                            April 1997     July  1996
----------------------------------------------------------------------------------------  ------------
<S>                                                                       <C>            <C>       
Assets
Cash on hand and in banks                                                    $6,663,844     $6,902,040
Federal funds sold, net                                                               0              0
----------------------------------------------------------------------------------------  ------------
Total cash and cash equivalents                                               6,663,844      6,902,040

Investment securities held to maturity, net                                  41,343,102     40,821,195
Investment securities available for sale, net                                82,559,057     89,967,424
Equity securities restricted for sale, market value of $18,695,880 and        7,806,358      7,806,358
  $19,942,272 at April 30, 1997 and July 31, 1996.
Mortgage-backed securities held to maturity, net                            106,382,267    121,461,936
Loans receivable, net                                                       207,311,271    163,457,374
Real estate owned, net                                                        1,709,776      1,666,533
Federal Home Loan Bank of New York stock, at cost                             3,550,000      2,587,400
Accrued interest receivable, net                                              3,965,816      3,646,512
Office properties and equipment, net                                          4,074,368      4,182,639
Excess of cost over fair value of assets acquired                             9,186,207     10,176,424
Other assets                                                                  7,093,947      5,184,150
----------------------------------------------------------------------------------------  ------------
Total assets                                                               $481,646,013   $457,859,985
----------------------------------------------------------------------------------------  ------------
----------------------------------------------------------------------------------------  ------------


Liabilities and Shareholders' Equity
------------------------------------
Deposits                                                                   $373,514,304   $354,246,770
Borrowings                                                                   56,500,000     54,000,000
Borrowings - (ESOP) obligation                                                2,279,500        721,429

Advance payments by borrowers for taxes and insurance                         2,131,202      1,711,930
Other liabilities                                                             1,383,765      1,420,175
----------------------------------------------------------------------------------------  ------------
Total liabilities                                                           435,808,771    412,100,304

Shareholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000
  shares, issued 3,220,752 shares and outstanding
  2,302,465 shares at April 30, 1997                                          6,441,504      5,856,152
Additional paid-in capital                                                   32,923,911     26,186,633
Retained income substantially restricted                                     26,852,672     29,984,480
Unrealized loss on securities available for sale,
  net of taxes                                                               (1,063,254)    (1,884,921)
Treasury stock at cost                                                      (15,955,996)   (10,655,120)
Common stock acquired by ESOP                                                (2,158,747)    (2,306,895)
Common stock acquired by MSBP                                                (1,202,848)    (1,420,648)
----------------------------------------------------------------------------------------  ------------
Total shareholders' equity                                                   45,837,242     45,759,681

----------------------------------------------------------------------------------------  ------------
Total liabilities and shareholders' equity                                 $481,646,013   $457,859,985
----------------------------------------------------------------------------------------  ------------
----------------------------------------------------------------------------------------  ------------

Stated book value per share                                                      $19.91         $18.36
Tangible book value per share                                                    $15.92         $14.28
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>



LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED APRIL 30, 1997  AND  1996
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                          (Unaudited)    (Unaudited)
                                                           April 1997     April 1996
-----------------------------------------------------------------------  ------------
<S>                                                         <C>            <C>       
Interest income:
   Loans receivable                                         $4,495,467     $3,523,076
   Mortgage-backed securities held to maturity               1,764,675      2,092,479
   Investment securities held to maturity                      855,368        308,059
   Investment securities available for sale                  1,256,577      1,772,832
-----------------------------------------------------------------------  ------------
        Total interest income                                8,372,087      7,696,446

Interest expense:
   Interest on deposits                                      3,450,719      3,484,840
   Interest on borrowings                                      860,813        665,484
-----------------------------------------------------------------------  ------------
        Total interest expense                               4,311,532      4,150,324

Net interest income before provision for loan losses         4,060,555      3,546,122
   Provision for loan losses                                   300,000        184,043
-----------------------------------------------------------------------  ------------
Net interest income after provision for loan losses          3,760,555      3,362,079

Other Income:
   Loan fees and service charges                               308,063        276,014
   Gains (loss) on sale of investments                         (21,923)       738,400
   Other operating income                                      685,811        682,635
-----------------------------------------------------------------------  ------------
        Total other income                                     971,951      1,697,049

Other expense:
   Employee compensation                                     1,486,622      1,283,770
   Office occupancy                                            229,370        235,301
   Loss from REO operations                                     34,561         40,306
   Other operating expense                                     766,315        726,170
   Amortization of goodwill                                    330,072        330,072
-----------------------------------------------------------------------  ------------
        Total other expense                                  2,846,940      2,615,619

Net income before taxes                                      1,885,566      2,443,509
   Federal and state income taxes                              546,394        936,000
-----------------------------------------------------------------------  ------------
Net Income                                                  $1,339,172     $1,507,509
-----------------------------------------------------------------------  ------------
-----------------------------------------------------------------------  ------------

Net income per share                                             $0.54          $0.61
Weighted average numbers of shares                           2,492,578      2,480,814

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>


LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED APRIL 30, 1997 AND 1996
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                          (Unaudited)    (Unaudited)
                                                              1997           1996
-----------------------------------------------------------------------  -------------
<S>                                                        <C>            <C>        
Interest income:
   Loans receivable                                        $12,168,963    $10,293,064
   Mortgage-backed securities held to maturity               5,609,043      7,546,557
   Investment securities held to maturity                    2,605,386      2,266,075
   Investment securities available for sale                  4,029,723      2,606,725
-----------------------------------------------------------------------  -------------
        Total interest income                               24,413,115     22,712,421

Interest expense:
   Interest on deposits                                     10,390,998     10,557,853
   Interest on borrowings                                    2,486,544      1,695,107
-----------------------------------------------------------------------  -------------
        Total interest expense                              12,877,542     12,252,960

Net interest income before provision for loan losses        11,535,573     10,459,461
   Provision for loan losses                                   661,217        543,328
-----------------------------------------------------------------------  -------------
Net interest income after provision for loan losses         10,874,356      9,916,133

Other Income:
   Loan fees and service charges                               882,403        837,172
   Gain on sale of investments                               3,157,157      2,622,561
   Other operating income                                    1,711,900        912,743
-----------------------------------------------------------------------  -------------
        Total other income                                   5,751,460      4,372,476

Other expense:
   Employee compensation                                     4,125,051      3,590,158
   Office occupancy                                            693,110        649,228
   Loss from REO operation                                     135,463        487,736
   Other operating expense (1)                               4,352,816      2,225,274
   Amortization of goodwill                                    990,216        990,216
-----------------------------------------------------------------------  -------------
        Total other expense                                 10,296,656      7,942,612

Net income before taxes                                      6,329,160      6,345,997
   Federal and state income taxes                            2,174,394      2,317,998
-----------------------------------------------------------------------  -------------
Net Income                                                  $4,154,766     $4,027,999
-----------------------------------------------------------------------  -------------
-----------------------------------------------------------------------  -------------

Net income per share                                             $1.62          $1.54
Weighted average numbers of shares                           2,562,385      2,612,999
</TABLE>

Note    (1)Other  expense,  in fiscal 1997,  includes a one time Federal Deposit
        Insurance Corporation (FDIC) insurance assessment of $2,218,674, for the
        quarter ended October 31, 1996.

See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>


LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1997 AND 1996
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                             (Unaudited)    (Unaudited)
                                                                                 1997           1996
------------------------------------------------------------------------------------------  --------------
<S>                                                                          <C>            <C>       
Cash flows from operating activities:
    Net Income                                                                 $4,154,766     $4,027,999
Adjustment to reconcile net income to net cash provided
 by operating activities :
    Amortization of excess of cost over fair value of assets acquired             990,217        990,216
    Amortization of discounts and premiums, net                                  (289,971)      (300,039)
    Provision for losses on loans                                                 661,217        543,328
    Provision for losses on real estate owned                                      43,783        222,447
    Gain on sale of loans                                                          (5,104)        (9,598)
    Gain on sale of real estate owned, net                                        (37,624)       (18,972)
    Net realized gains on sale of investments available for sale               (3,157,157)    (2,622,561)
    Increase in accrued interest receivable                                      (319,304)    (1,098,598)
    Decrease in deferred loan fees                                                (28,012)       (51,923)
    Increase in other assets                                                   (1,909,797)    (2,121,391)
    Decrease in other liabilities                                                (498,196)    (3,112,236)
    Depreciation of office properties and equipment, net                          200,190        219,178
------------------------------------------------------------------------------------------  --------------
         Net cash used in operating activities:                                  (194,992)    (3,332,150)

Cash flows from investing activities:
    Loan origination net of principal payments                                (45,142,766)   (24,266,660)
    Increase in Federal Home Loan Bank stock                                     (962,600)             0
    Purchase of investment securities available for sale                      (43,592,779)   (34,879,462)
    Proceeds from sale of investment securities available for sale             51,172,278     41,411,203
    Proceeds from maturity of investment securities available for sale          3,000,000     10,250,000
    Principal payments on investment securities available for sale              1,331,532        804,449
    Purchase of investment securities                                          (2,500,000)   (90,953,530)
    Proceeds from maturity of investment securities                             2,000,000     41,096,117
    Purchase of mortgage-backed securities                                              0     (2,773,214)
    Principal payments on mortgage-backed securities                           15,212,970     18,903,934
    Proceeds from sale of real estate owned                                       684,074      1,393,274
    Increase in office properties and equipment                                   (91,919)      (127,847)
------------------------------------------------------------------------------------------  --------------
         Net cash used in investing activities                                (18,889,210)   (39,141,736)

</TABLE>

                                       6
<PAGE>




LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE NINE MONTHS ENDED APRIL 30, 1997 AND 1996
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                            (Unaudited)    (Unaudited)
                                                                                1997           1996
------------------------------------------------------------------------------------------  --------------
<S>                                                                          <C>            <C>       
Cash flows from financing activities:
    Increase in deposits, net                                                  19,267,534     10,403,523
    Increase in borrowings, net                                                 4,058,071     33,846,875
    Increase (decrease) in advance payments by borrowers for taxes, net           419,272        (31,806)
    Purchase of treasury stock                                                 (5,300,876)    (6,685,014)
    Amortization of ESOP shares                                                   562,238        377,624
    Amortization of MSBP shares                                                   285,038        365,267
    Dividend paid                                                                (445,272)      (440,966)
------------------------------------------------------------------------------------------  --------------
         Net cash provided by financing activities                             18,846,005     37,835,503
------------------------------------------------------------------------------------------  --------------

         Net change in cash and cash equivalents                                 (238,196)    (4,638,383)
Cash and cash equivalents at beginning of period                                6,902,040      8,021,666
------------------------------------------------------------------------------------------  --------------

Cash and cash equivalents at end of period                                     $6,663,844     $3,383,283
------------------------------------------------------------------------------------------  --------------
------------------------------------------------------------------------------------------  --------------



Cash paid during period for:

         Interest                                                             $10,390,998    $10,557,853
         Income Taxes                                                          $1,735,153     $1,842,277

Supplemental disclosures of non-cash investing activities:

         Transfer of loans receivable to real estate owned                       $733,476       $224,132
         Transfer of securities to securities available for sale                       $0   $112,605,094
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       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 months and nine months
ended April 30, 1997 are not  necessarily  indicative of the results that may be
expected for the fiscal year July 31, 1997 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, 1996.

(2)  Net Income per Share

Net income per share was computed by dividing net income by the weighted average
number  of total  common  stock  shares  and  average  number  of  common  stock
equivalents  outstanding during the three and nine month periods ended April 30,
1997 and 1996.  The weighted  average number of shares were adjusted for the 10%
stock  dividend  which was declared  during the quarters ended January 31, 1995,
January 31, 1996, and October 31, 1996. At April 30, 1997 and 1996 respectively,
the weighted  average  number of shares  outstanding  include  87,471 and 45,144
shares committed to be released for the Savings Bank's ESOP.

                                       8
<PAGE>


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

Non performing loans at April 30, 1997, and July 31, 1996, are as follows:

<TABLE>
<CAPTION>
                                                     April 30, 1997           July 31,1996
                                                     --------------           ------------

<S>                                                  <C>                        <C>       
Loans delinquent 90 days or more                     $3,027,790                 $2,910,953
As a percentage of total loans                              1.5%                       1.8%

</TABLE>

An analysis of the  allowance  for loan losses for the nine month  periods ended
April 30, 1997 and 1996 is as follows:


                                              For the nine        For the nine
                                              months ended        months ended
                                             April 30, 1997      April 30, 1996
                                            ---------------      --------------

Balance at beginning of period                 $3,073,158          $2,534,836
Provision charged to operations                   661,217             543,328
Charge-offs,                                     (602,543)           (393,646)
Recoveries                                         30,225             272,407
                                                ---------           ---------
Balance at end of period                       $3,162,057          $2,956,925
                                               ==========          ==========


(4)      Employee Stock Ownership Plan (ESOP) Obligation

During the quarter ended April 30, 1997,  the Savings Bank borrowed $2.3 million
from a third party  lender,  at an interest  rate of 5.7%,  for the  purchase of
84,744  shares of  Lakeview  Financial  Corp.  common  stock  for the ESOP.  The
interest  rate  for the loan  changes  monthly  and  interest  payments  are due
monthly.


                                       9
<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 savings 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.

Comparison  of  Operating  Results For The Three Months Ended April 30, 1997 and
1996
--------------------------------------------------------------------------------

Net Income: Net income decreased $168 thousand,  or 11.2%, to $1.3 million,  for
the three month  period ended April 30, 1997,  from $1.5  million,  for the same
period  last year.  The  decrease  in net income was  primarily  the result of a
decrease in gains on the sale of  investments,  an increase in the provision for
loan losses and employee compensation,  net of taxes of approximately  $532,000,
$81,000, and $142,000, respectively. Offsetting the decreases was an increase in
net interest income of, net of taxes, approximately $360,000.

Interest  Income:  Total interest income increased $676 thousand to $8.4 million
for the quarter  ended April 30, 1997,  compared to $7.7 million for the quarter
ended April 30, 1996.  The increase was mainly due to growth  primarily in loans
receivable,  net. The average  balance in interest  earning assets for the three
months  increased  $19.5 million,  or 4.7% to $436.5 million from $417.0 million
for the three months ended April 30, 1996.

Interest Expense: Total interest expense increased $161 thousand to $4.3 million
for the quarter  ended April 30, 1997,  compared to $4.2 million for the quarter
ended April 30,  1996.  The  increase was due to growth in the level of interest
bearing liabilities,  primarily in deposits,  offset by a modest decrease in the
average cost.  Average interest bearing  liabilities  increased $22.9 million or
5.9% to $410.5 million for the quarter ended April 30, 1997, from $387.6 million
for the quarter ended April 30, 1996. The cost decreased 8 basis points to 4.20%
for the three  months ended April 30, 1997 from 4.28% for the three months ended
April 30, 1996.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $514  thousand or 14.5%,  to $4.1  million for the three months ended
April 30, 1997, from $3.5 million for the three months ended April 30, 1996.

                                       10


<PAGE>


Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses increased  $116,000,  or 63.0%, to $300,000  compared to $184,000 for the
same period ended April 30, 1996, due to loan growth.  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  involve  subjective
judgement  regarding  future  events  and thus  there can be no  assurance  that
additional provision for loan losses will not be required in future periods.

Other Income:  Other income decreased $725 thousand during the comparison period
to $972 thousand or 42.8%,  from $1.7  million.  The Company  realized  gains on
investments  available for sale of $738 thousand for the quarter ended April 30,
1996 and a loss of $22  thousand  for the  quarter  ended April 30,  1997.  This
decrease resulted from the sale of U. S. Government obligations. The loss on the
sale of  securities  for the quarter ended April 30, 1997,  are not  necessarily
indicative  of the losses that may be expected for the entire fiscal year ending
July 31, 1997.

Other Expense: For the comparison period, other expense increased $231 thousand,
or 8.8%,  to $2.8 million for the three  months ended April 30, 1997,  from $2.6
million for the three months ended April 30, 1996. The increase in other expense
was primarily the result of an increase in  compensation  expense.  Compensation
expense increased $203 thousand, or 15.8%, to $1.5 million for the quarter ended
April 30, 1997,  compared to $1.3 million for the quarter  ended April 30, 1996.
The increase in compensation was primarily  attributed to increased  staffing of
the Company's subsidiary, Lakeview Mortgage Depot, Inc.

Comparison  of  Operating  Results For The Nine Months  Ended April 30, 1997 and
1996
--------------------------------------------------------------------------------

Net Income: Net income increased $127 thousand, or 3.2% to $4.2 million, for the
nine month period ended April 30, 1997,  from $4.0 million,  for the same period
last year.  The increase in net income was  primarily the result of increases in
net interest income and other operating  income,  net of taxes, of approximately
$699 thousand and $896 thousand, respectively. Offsetting the increases was $1.4
million ($2.2 million  before tax benefit) of a special  assessment  required to
recapitalize the Savings Association Insurance Fund (SAIF) of the FDIC.

Interest  Income:  Total interest income increased $1.7 million to $24.4 million
for the nine months ended April 30, 1997, compared to $22.7 million for the nine
months ended April 30, 1996. The increase was due to growth in interest  earning
assets, primarily in loans receivable,  net and an increase in the average yield
on interest  earning assets from 7.44% to 7.52%. The average balance in interest
earnings assets for the nine months  increased $26.2 million,  or 6.4% to $433.1
million from $406.9 million for the nine months ended April 



                                       11
<PAGE>


30, 1996.

Interest  Expense:  Total  interest  expense  increased  $625  thousand to $12.9
million for the nine months ended April 30, 1997,  compared to $12.3 million for
the nine months  ended April 30,  1996.  The  increase  was due to growth in the
level of  interest  bearing  liabilities,  primarily  in  deposits,  offset by a
decrease in the cost.  Average  interest  bearing  liabilities  increased  $27.2
million or 7.2% to $404.7 million for the nine months ended April 30, 1997, from
$377.5  million for the nine months ended April 30, 1996.  The cost  decreased 9
basis  points to 4.24% for the nine  months  ended April 30, 1997 from 4.33% for
the nine months ended April 30, 1996.

Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses increased  $118,000,  or 21.7%, to $661,000  compared to $543,000 for the
same period ended April 30, 1996, due to loan growth.  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  involve  subjective
judgement  regarding  future  events  and thus  there can be no  assurance  that
additional provision for loan losses will not be required in future periods.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $1.1  million or 10.3%,  to $11.5  million for the nine months  ended
April 30, 1997 from $10.5 million for the nine months ended April 30, 1996.

Other Income:  Other income increased $1.4 million during the comparison  period
to $5.8  million or 31.5 %, from $4.4  million.  The Company  realized  gains on
investments  available  for sale of $2.6 million for the nine months ended April
30,  1996 and $3.2  million  for the nine  months  ended  April 30,  1997.  This
increase resulted from the sale of U. S. Government obligations,  FNMA and other
equity  securities.  The gains on the sale of  securities  for nine months ended
April 30, 1997, are not necessarily indicative of the gains that may be expected
for the  entire  fiscal  year  ending  July 31,  1997.  Other  operating  income
increased  $799  thousand,  or 87.6%,  to $1.7 million for the nine months ended
April 30,  1997,  compared to $913  thousand for the nine months ended April 30,
1996,  primarily  attributed  to  the  operations  of the  Company's  subsidiary
Lakeview Mortgage Depot, Inc.

Other Expense:  For the comparison period, other expense increased $2.4 million,
or 29.6%,  to $10.3 million for the nine months ended April 30, 1997,  from $7.9
million for the nine months ended April 30, 1996.  Compensation  increased  $535
thousand or 14.9% to $4.1 million for the nine months ended April 30, 1997, from
$3.6 million for the nine months ended April 30, 1996,  primarily  attributed to
increased  staffing of the Company's  subsidiary,  Lakeview Mortgage Depot, Inc.
Other  operating  expense  increased  $2.1 million,  or 95.7% to $4.4 million at
April 30, 1997 as compared to $2.2 million at April 30,  1996.  The increase was
primarily  the  result  of  a  $2.2  million  special  assessment   required 


                                       12
<PAGE>

to recapitalize  the SAIF.  Offsetting these increases was a decrease in the net
loss on real estate owned operations of $352 thousand for the comparison period.
Management will continue to liquidate real estate owned whenever possible.

Comparison of Financial Condition at April 30, 1997 and July 31, 1996
---------------------------------------------------------------------

Total assets  increased  $23.7 million,  or 5.2%, to $481.6 million at April 30,
1997,  from $457.9  million at July 31, 1996.  The increase was primarily due to
increases  in loans  receivable,  net,  of $43.9  million  and $963  thousand in
Federal  Home  Loan  Bank  Stock,   offsetting  declines  of  $15.1  million  in
mortgage-backed  securities  held to maturity,  and $7.4  million in  investment
securities available for sale.

Investment  securities  available for sale ("investment  securities")  decreased
$7.4 million to $82.6  million at April 30, 1997 from $90.0  million at July 31,
1996. The decrease was mainly attributable to the sale of investment  securities
in the amount of $48.0  million,  $3.0  million  in  maturities,  and  principal
payments of $1.3  million  offset by an increase in market value of $1.3 million
(before tax), and purchases of $43.6  million.  The funds were primarily used to
fund the growth in loans receivable. Pursuant to SFAS 115, 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 $15.1 million,  or 12.4%,
to $106.4 million at April 30, 1997,  from $121.5 million at July 31, 1996. This
was  attributed  to  principal  repayments  of $15.1  million.  The  funds  were
primarily used to fund the growth in loans receivable.

Through the Company's wholly owned  subsidiary,  Branchview,  Inc., a New Jersey
service  corporation,  the Company has an 6.02%  equity  investment  in Industry
Mortgage,  Inc., ("IMC") which consists of 1,661,856 shares of restricted common
stock. In accordance with SFAS 115,  Accounting for Certain  Investments in Debt
and Equity  Securities,  due to  restrictions  on the sale or  transfer of these
shares of common stock under Rule 144 of the Securities Act of 1933, the Company
is required  to value the stock at the  historical  cost basis of $7.8  million,
until  the  restrictions  are  removed  or  within  one year of the  restriction
expiring,  at which time the shares will be carried at fair value.  At April 30,
1997, the market value of the  investment,  based on the quoted market price per
share of  unrestricted  stock,  was  approximately  $18.7 million as compared to
$41.5  million for the quarter  ended  January 31, 1997.  The decrease in market
value was the result of  unfavorable  market  conditions  in the  non-conforming
mortgage loan industry.

The market  trading  value of the equity  investment  in IMC common stock has an
indirect  effect  on  the  market  value  of the  Company's  common  stock.  The
investment in IMC (whose purpose is to originate and securitize  equity mortgage
products) offers opportunity for high rates of return in a high growth industry,
however  there is no  assurance  that such



                                       13
<PAGE>


high rates of return or the volume of loan  originations  will be  attained.  In
addition,  there is no assurance  that the market value of IMC common stock will
be maintained or increase subsequent to the sale or transfer  restrictions being
removed.

Loans receivable  increased $43.8 million,  or 26.8%, to $207.3 million at April
30, 1997,  from $163.5  million at July 31, 1996.  The increase is the result of
the expansion of the Savings Bank's  operations and the resultant  higher volume
of loan originations.

Deposits,  after interest credited,  increased $19.3 million, or 5.4%, to $373.5
million at April 30, 1997,  from $354.2  million at July 31, 1996.  The increase
was  attributed  to interest  credited  to  deposits of $10.4  million and a net
increase in deposits before interest of $8.9 million.

Borrowings  increased $2.5 million, or 4.6%, to $56.5 million at April 30, 1997,
from $54.0 million at July 31, 1996. During the period ended April 30, 1997, the
Savings Bank used borrowings,  deposits, and investment securities available for
sale ("investment securities") to fund the growth in loans receivable.

The Employee Stock Option Plan (the "ESOP")  obligation  increased $1.6 million,
or 216.0%,  to $2.3  million at April 30, 1997,  from $721  thousand at July 31,
1997.  During the period ended April 30, 1997,  the Savings Bank  borrowed  $2.3
million  from a third  party  lender to fund the  purchase  of 87,744  shares of
Lakeview Financial Corp. common stock for the ESOP.

Shareholders'  equity  increased $78 thousand during the nine months ended April
30,  1997,  to  $45.8  million.  This was  primarily  due to a  decrease  in the
unrealized loss on securities  available for sale, net of tax, of $822 thousand,
amortization  of ESOP shares of $562  thousand,  and net income of $4.2 million,
offset by cash dividends of $445 thousand, and the repurchase of $5.3 million in
common stock.

Non-Performing Assets
---------------------

Loans  delinquent 90 days or more increased $117  thousand,  or 4.0%,  from $2.9
million  at July 31,  1996.  Delinquent  loans 90 days or more past due  totaled
1.46% of gross loans at April 30, 1997, compared to 1.78% of gross loans at July
31, 1996. This increase is mainly  attributed to a $850 thousand  increase in 90
day or more delinquent loans, offset by $733 thousand transferred to Real Estate
Owned. The Savings Bank's allowance for loan losses totaled  $3,162,057 at April
30, 1997, as compared to $3,073,158, at July 31, 1996.

Non-performing assets (loans 90 days or more delinquent, non-accrual loans, real
estate owned and other  non-performing  assets)  totaled $4.7 million or .98% of
total  assets at April 



                                       14
<PAGE>


30, 1997, as compared to $4.6 million or 1.0% of total assets at July 31, 1996.

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, 1997, cash and cash equivalents
totaled $6,664,000.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its  current  commitments.  As of April  30,  1997,  the  Savings  Bank had
commitments to fund loans of $3,257,900.

The Savings Bank had leverage,  Tier 1 and  risk-based  capital  ratios of 7.6%,
14.5%, and 15.8% at April 30, 1997, 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 April 30, 1997.


                                       15

<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, 1997.

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

                  On May 20, 1997, the Company announced a declaration of a cash
                  dividend of $.0625 per share to shareholders of record on June
                  3, 1997, payable on June 17, 1997.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

                                       16
<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 9, 1997                /s/ Kevin J. Coogan
          ------------                ------------------------
                                      Kevin J. Coogan
                                      President and CEO
                                      (Principal Executive Officer)






Date:     June 9, 1997                /s/ Anthony G. Gallo
          ------------                ------------------------
                                      Anthony G. Gallo
                                      Vice President and CFO
                                      (Principal Financial Officer)