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:     October 31, 1996

                                       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: October 31, 1996
                                                    ----------------

            Class                                        Outstanding
----------------------------                          ----------------
$2.00 par value common stock                          2,486,643 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 October 31, 1996 and July 31, 1996                               3

                  Unaudited Consolidated Statements of Income for the Three
                  Months Ended October 31, 1996 and 1995                                 4

                  Unaudited Consolidated Statements of Shareholders' Equity for the 
                  Three Months Ended October 31, 1996 and 1995                           5

                  Unaudited Consolidated Statements of Cash Flows for the Three
                  Months Ended October 31, 1996 and 1995                                 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                                                     14

Item 2:           Changes in Securities                                                 14

Item 3:           Defaults Upon Senior Securities                                       14

Item 4:           Submission of Matters to a Vote of Security Holders                   14

Item 5:           Other Information                                                     14

Item 6:           Exhibits and Reports on Form 8-K                                      14

Signatures                                                                              15
</TABLE>

                                       2
<PAGE>

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

CONSOLIDATED STATEMENTS OF CONDITION
AS OF OCTOBER 31 AND JULY 31, 1996
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
 
                                                                        (Unaudited)        (Unaudited)
                                                                        October 1996        July  1996
------------------------------------------------------------------------------------       ------------
Assets

<S>                                                                       <C>               <C>       
Cash on hand and in banks                                                 $3,515,838        $6,902,040
Federal funds sold, net                                                            0                 0
------------------------------------------------------------------------------------      -------------
Total cash and cash equivalents                                            3,515,838         6,902,040

Investment securities held to maturity, net                               40,828,497        40,821,195
Investment securities available for sale, net                             97,757,990        89,967,424
Equity securities restricted for sale, market value of $31,159,800 and     7,806,358         7,806,358
    $19,942,272 at October 31, and July 31,1996
Mortgage-backed securities held to maturity, net                         117,066,467       121,461,936
Loans receivable, net                                                    179,222,659       163,457,374
Real estate owned, net                                                     1,754,500         1,666,533
Federal Home Loan Bank of New York stock, at cost                          2,519,900         2,587,400
Accrued interest receivable, net                                           4,066,524         3,646,512
Office properties and equipment, net                                       4,149,460         4,182,639
Excess of cost over fair value of assets acquired                          9,846,352        10,176,424
Other assets                                                               4,163,314         5,184,150
------------------------------------------------------------------------------------      ------------
Total assets                                                            $472,697,859      $457,859,985
====================================================================================      =============

Liabilities and Shareholders' Equity
------------------------------------
Deposits                                                                $360,988,800      $354,246,770
Borrowings                                                                57,500,000        54,000,000
Borrowings - (ESOP) obligation                                               687,054           721,429

Advance payments by borrowers for taxes and insurance                      1,365,485         1,711,930
Other liabilities                                                          3,741,473         1,420,175
------------------------------------------------------------------------------------      -------------
Total liabilities                                                        424,282,812       412,100,304

Shareholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000
    shares, issued 3,220,752 shares and outstanding
    2,486,643 shares at October 31, 1996                                   6,441,504         5,856,152
Additional paid-in capital                                                32,603,456        26,186,633
Retained income substantially restricted                                  23,347,721        29,984,480
Unrealized gain (loss) on securities available for sale,
    net of taxes                                                             423,929        (1,884,921)
Treasury stock at cost                                                   (10,782,620)      (10,655,120)
Common stock acquired by ESOP                                             (2,270,895)       (2,306,895)
Common stock acquired by MSBP                                             (1,348,048)       (1,420,648)
------------------------------------------------------------------------------------      -------------
Total shareholders' equity                                                48,415,047        45,759,681

------------------------------------------------------------------------------------      -------------
Total liabilities and shareholders' equity                              $472,697,859      $457,859,985
====================================================================================      =============

Stated book value per share                                                   $19.47            $18.36
Tangible book value per share                                                 $15.51            $14.28
</TABLE>

See accompanying notes to consolidated financial statements.

                                        3

<PAGE>

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

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTH ENDED OCTOBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
---------------------------------------------------------------------    ------------    
                                                         (Unaudited)     (Unaudited)
                                                             1996            1995
---------------------------------------------------------------------    ------------    

Interest income:
<S>                                                        <C>             <C>       
   Loans receivable                                        $3,763,828      $3,330,001
   Mortgage-backed securities held to maturity              1,967,158       2,847,112
   Investment securities held to maturity                     841,367       1,220,787
   Investment securities available for sale                 1,485,717          84,795
---------------------------------------------------------------------    ------------    
      Total interest income                                 8,058,070       7,482,695

Interest expense:
   Interest on deposits                                     3,426,070       3,537,299
   Interest on borrowings                                     782,461         541,046
---------------------------------------------------------------------    ------------    
      Total interest expense                                4,208,531       4,078,345

Net interest income before provision for loan losses        3,849,539       3,404,350
   Provision for loan losses                                  105,000         184,285
---------------------------------------------------------------------    ------------    
Net interest income after provision for loan losses         3,744,539       3,220,065

Other Income:
   Loan fees and service charges                              272,468         271,021
   Gain on sale of investments                                764,050         526,275
   Other operating income                                     577,439         170,877
---------------------------------------------------------------------    ------------    
      Total other income                                    1,613,957         968,173

Other expense:
   Employee compensation                                    1,252,992       1,111,133
   Office occupancy                                           228,799         195,653
   Loss from REO operation                                     19,561         306,153
   Other operating expense (note 1)                         2,969,922         705,331
   Amortization of goodwill                                   330,072         330,072
---------------------------------------------------------------------    ------------    
      Total other expense                                   4,801,346       2,648,342

Net income before taxes                                       557,150       1,539,896
   Federal and state income taxes                             211,000         519,000
---------------------------------------------------------------------    ------------    
Net Income                                                   $346,150      $1,020,896
=====================================================================    ============

Net income per share                                            $0.13           $0.38
Weighted average numbers of shares                          2,570,907       2,671,044
</TABLE>

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

                                        4

<PAGE>

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996

<TABLE>                         
<CAPTION>
                                                                                                       Net Unrealized            
                                                                               Unallocated Unallocated    Loss On          Total
                                 Common   Additional  Retained     Treasury      Shares     Shares       Securities    Shareholders'
                                 Stock    Paid-in Cap  Income        Stock       of ESOP    of MSBP  Available For Sale    Equity
                               ---------- ----------- -----------  -----------  ---------   -----------  ---------      -----------
                                 
<S>                            <C>        <C>         <C>         <C>           <C>          <C>          <C>           <C>        
Balance at July 31, 1996       $5,856,152 $26,186,633 $29,984,480 ($10,655,120) ($2,306,895) ($1,420,648) ($1,884,921)  $45,759,681
                                
Net income                           -           -        346,150         -            -            -            -          346,150
                                 
Change in unrealized loss on                                         
securities available for sale,
  met of tax                         -           -           -            -            -            -       2,308,850     2,308,850
                                 
Amortization of ESOP shares          -         93,635        -            -          36,000         -            -          129,635
                                 
Amortization of MSBP shares          -         67,238                     -            -          72,600         -          139,838
                                 
Cash dividend distribution           -           -       (141,607)        -            -            -            -         (141,607)

Stock dividend                    585,352   6,255,950  (6,841,302)        -            -            -            -             -
                                 
Purchase of treasury stock           -           -           -        (127,500)        -            -            -         (127,500)
                               ---------- ----------- ----------- ------------  -----------  -----------  -----------   -----------
                                 
Balance at October 31, 1996    $6,441,504 $32,603,456 $23,347,721 ($10,782,620) ($2,270,895) ($1,348,048)    $423,929   $48,415,047
                               ========== =========== =========== ============  ===========  ===========  ===========   ===========
                               
     
</TABLE>                     

                                        5

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                           (Unaudited)     (Unaudited)
                                                                               1996            1995
--------------------------------------------------------------------------------------     ------------

Cash flows from operating activities:
<S>                                                                           <C>            <C>       
    Net Income                                                                $346,150       $1,020,896
Adjustment to reconcile net income to net cash provided
 by operating activities :
    Amortization of excess of cost over fair value of assets acquired          330,072          330,072
    Amortization of discounts and premiums, net                               (136,054)        (103,808)
    Provision for losses on loans                                              105,000          184,285
    Provision for losses on real estate owned                                        0          122,447
    Gain on sale of loans                                                         (813)          (4,715)
    (Gain) loss on sale of real estate owned, net                              (25,700)          15,032
    Net realized gains on sale of investments available for sale              (764,050)        (526,275)
    Increase in accrued interest receivable                                   (420,012)        (637,887)
    Decrease in deferred loan fees                                             (15,893)         (15,877)
    Decrease in other assets                                                 1,020,836          821,710
    Increase (decrease) in other liabilities                                 1,023,698       (2,721,317)
    Depreciation of office properties and equipment, net                        74,157           71,170
--------------------------------------------------------------------------------------     ------------
             Net cash provided by (used in) operating activities:            1,537,391       (1,444,267)

Cash flows from investing activities:
    Loan origination net of principal payments                             (15,977,407)      (4,284,615)
    Increase in Federal Home Loan Bank stock                                    67,500                0
    Purchase of investment securities available for sale                   (15,897,555)     (14,965,815)
    Proceeds from sale of investment securities available for sale          12,035,141        6,545,027
    Principal payments on investment securities available for sale             463,479                0
    Purchase of investment securities                                                0      (15,300,000)
    Proceeds from maturity of investment securities                                  0        6,796,117
    Purchase of mortgage-backed securities                                           0       (2,773,214)
    Principal payments on mortgage-backed securities                         4,444,417        7,975,602
    Proceeds from sale of real estate owned                                    120,233          251,520
    Increase in office properties and equipment                                (40,978)         (91,977)
--------------------------------------------------------------------------------------     ------------
             Net cash used in investing activities                         (14,785,170)     (15,847,355)

</TABLE>

                                       6

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                           (Unaudited)     (Unaudited)
                                                                               1996            1995
--------------------------------------------------------------------------------------     ------------

Cash flows from financing activities:
<S>                                                                         <C>              <C>      
    Increase in deposits, net                                                6,742,031        3,462,406
    Increase in borrowings, net                                              3,465,625       11,965,625
    Decrease in advance payments by borrowers for taxes, net                  (346,445)         (93,326)
    Purchase of treasury stock                                                (127,500)      (1,497,188)
    Amortization of ESOP shares                                                129,635          103,488
    Amortization of MSBP shares                                                139,838          106,065
    Dividend paid                                                             (141,607)        (148,718)
--------------------------------------------------------------------------------------     ------------
             Net cash provided by financing activities                       9,861,577       13,898,352
--------------------------------------------------------------------------------------     ------------

             Net change in cash and cash equivalents                        (3,386,202)      (3,393,270)
Cash and cash equivalents at beginning of period                             6,902,040        8,021,666
--------------------------------------------------------------------------------------     ------------

Cash and cash equivalents at end of period                                  $3,515,838       $4,628,396
======================================================================================     ============

Cash paid during period for:

             Interest                                                       $3,426,070       $4,634,285
             Income Taxes                                                           $0               $0

Supplemental disclosures of non-cash investing activities:

             Transfer of loans receivable to real estate owned                $182,500          $29,921
</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 months ended October
31, 1996 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  outstanding  during the three month period
ended October 31, 1996 and 1995. The weighted  average number of shares includes
an adjustment for the 10% stock  dividend  during the quarters ended January 31,
1995,  January 31, 1996,  and October 31, 1996.  The weighted  average number of
shares  outstanding  include  54,304  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 October 31, 1996, and July 31, 1996, are as follows:

                                     October 31, 1996         July 31,1996
                                     ----------------         ------------

Loans delinquent 90 days or more       $3,955,087              $2,910,953
As a percentage of total loans                2.2%                    1.8%

An analysis of the  allowance  for loan losses for the three month  period ended
October 31, 1996 and 1995 is as follows:

                                       For the three          For the three
                                       months ended           months ended
                                       October 31, 1996       October 31, 1995
                                       ----------------       ----------------

Balance at beginning of period            $3,073,158             $2,534,836

Provision charged to operations              105,000                184,285
Charge-offs,                                 (39,965)               (60,376)
Recoveries                                    10,981                 62,383
                                          ----------             ----------
Balance at end of period                  $3,149,174             $2,721,128
                                          ==========             ==========


(4)  Accounting for Employee Stock Ownership Plans

The Savings Bank accounts for its ESOP in accordance  with Statement of Position
No. 93-6, "Employees' Accounting for Employee Stock Ownership Plans: (SOP 93-6).
SOP 93-6 requires the Savings Bank to record  compensation  expense equal to the
fair value of shares when shares are  committed to be released.  The  difference
between the fair value of the shares  committed  to be released  and the cost of
those shares is charged or credited to additional paid-in capital.

                                       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 October 31, 1996 and
--------------------------------------------------------------------------------
1995
----

Net Income: Net income decreased $675 thousand, or 66.1%, to $346 thousand,  for
the three month period ended October 31, 1996,  from $1.0 million,  for the same
period last year.  The  decrease in net income was the result of a $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, which
was offset by an increase in net interest income and other income, net of taxes,
of approximately $346,000 and $426,000, respectively.

Interest  Income:  Total interest income increased $575 thousand to $8.1 million
for the quarter ended October 31, 1996, compared to $7.5 million for the quarter
ended  October 31,  1995.  The  increase  was due to growth in interest  earning
assets and an  increase in the average  yield on  interest  earning  assets from
7.52% to 7.54%.  The average  balance in interest  earning  assets for the three
months  increased  $29.8 million,  or 7.5% to $427.7 million from $397.9 million
for the three months ended October 31, 1995.

Interest Expense: Total interest expense increased $130 thousand to $4.2 million
for the quarter ended October 31, 1996, compared to $4.1 million for the quarter
ended October 31, 1995.  The increase was due to growth in the level of interest
bearing  liabilities, primarily in borrowings, offset by a decrease in the cost.
Average interest bearing  liabilities  increased $25.6 million or 6.9% to $398.7
million for the quarter  ended  October 31,  1996,  from $373.1  million for the
quarter ended October 31, 1995.  The cost decreased 15 basis points to 4.22% for
the three  months  ended  October 31, 1996 from 4.37% for the three months ended
October 31, 1995.

                                       10
<PAGE>


Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $445  thousand or 13.1%,  to $3.8  million for the three months ended
October 31, 1996, from $3.4 million for the three months ended October 31, 1995.

Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses  decreased  $79,000,  or 43.0%, to $105,000  compared to $184,000 for the
same period ended  October 31, 1995.  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 increased $646 thousand during the comparison period
to $1.6  million  or  66.7%,  from  $968,000.  The  Company  realized  gains  on
investments  available  for sale  increased  from $526  thousand for the quarter
ended  October 31, 1995 to $764 thousand for the quarter ended October 31, 1996.
This increase resulted from the sale of U. S. Government  obligations,  FNMA and
other equity  securities.  The gains on the sale of  securities  for the quarter
ended October 31, 1996, are not necessarily  indicative of the gains that may be
expected for the entire fiscal year ending July 31, 1997. Other operating income
increased  $406  thousand,  or 237.8%,  to $577  thousand for the quarter  ended
October 31, 1996,  compared to $171  thousand for the quarter  ended October 31,
1995,  primarily  attributed  to  the  operations  of the  Company's  subsidiary
Lakeview Mortgage Depot, Inc.

Other Expense:  For the comparison period, other expense increased $2.2 million,
or 81.3%, to $4.8 million for the three months ended October 31, 1996, from $2.6
million for the three months  ended  October 31,  1995.  Compensation  increased
$142,000,  or 12.8% to $1,253,000  for the quarter ended October 31, 1996,  from
$1,111,000 for the three months ended October 31, 1995,  primarily attributed to
increased  staffing of the Company's  subsidiary,  Lakeview Mortgage Depot, Inc.
Other expense  increased  $2.3  million,  or 321.1% to $2,970,000 at October 31,
1996 as compared to $705,000 at October 31, 1995. The increase was primarily the
result of a $2.2 million special  assessment  required to recapitalize the SAIF.
Offsetting  these  increases was a decrease in the net loss on real estate owned
operations of $287,000 for the comparison  period.  Management  will continue to
liquidate real estate owned whenever possible.

Comparison of Financial Condition at October 31, 1996 and July 31, 1996
-----------------------------------------------------------------------

Total assets increased $14.8 million,  or 3.2%, to $472.7 million at October 31,
1996,  from $457.9  million at July 31, 1996.  The increase was primarily due to
increases in loans receivable,  net, of $15.8 million,  $420 thousand in accrued
interest receivable,  $7.8 million in investment  securities available for sale,
offsetting  declines  in cash  and

                                       11
<PAGE>
cash equivalents of $3.4 million and $4.4 million in mortgage-backed  securities
held to maturity.

Investment  securities  available for sale ("investment  securities")  increased
$7.8 million to $97.8 million at October 31, 1996 from $90.0 million at July 31,
1996.  The  increase  was mainly  attributable  to the  purchase  of  investment
securities in the amount of $15.9  million,  an increase in market value of $3.6
million (before tax), offset by sales of $12.0 million,  and principal  payments
of $463 thousand. 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 $4.4 million,  or 3.6%, to
$117.1 million at October 31, 1996,  from $121.5 million at July 31, 1996.  This
was attributed to principal repayments of $4.4 million.

Loans receivable  increased $15.8 million, or 9.6%, to $179.2 million at October
31, 1996,  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 $6.8 million,  or 1.9%, to $361.0
million at October 31, 1996, from $354.2 million at July 31, 1996.

Borrowings  increased  $3.5  million,  or 6.5%,  to $57.5 million at October 31,
1996,  from $54.0 million at July 31, 1996.  During the period ended October 31,
1996, the Savings Bank used borrowings to fund the growth in loans receivable.

Shareholders'  equity increased $2.7 million,  or 5.8%,  during the three months
ended October 31, 1996, to $48.4 million.  This was primarily due to an increase
in the  unrealized  gains on securities  available for sale, net of tax, of $2.3
million,  amortization  of ESOP shares of $269 thousand,  and net income of $346
thousand,  offset  by cash  dividends  of $142  thousand  and $128  thousand  in
purchase of treasury stock.

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

Loans  delinquent 90 days or more  increased $1.0 million,  or 35.9%,  from $2.9
million  at July 31,  1996.  Delinquent  loans 90 days or more past due  totaled
2.21% of gross  loans at October 31,  1996,  compared to 1.78% of gross loans at
July 31,  1996.  This  increase  in 90 days or more  delinquent  loans is mainly
attributable  to  one  multi-family  loan  in  the  amount  of  $610,000.   This
multi-family  loan is secured by a first lien on the multi-family unit for which
the Savings Bank  believes the  allowance for loan losses is adequate at October
31, 1996.  The Savings Bank's  allowance for loan losses  totaled 

                                       12
<PAGE>

$3,149,174 at October 31, 1996, 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 $5.7 million or 1.2% of
total  assets at October 31,  1996,  as compared to 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  October  31,  1996,  cash  and cash
equivalents totaled $3,516,000.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of October  31,  1996,  the Savings  Bank had
commitments to fund loans of $7,868,250.

The Savings Bank had leverage,  Tier 1 and  risk-based  capital  ratios of 7.4%,
14.2%,  and 15.4% at October 31,  1996,  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 October 31, 1996.

Impact of Inflation and Changing Prices
---------------------------------------

The financial  statements of the Company and notes thereto,  presented elsewhere
herein,  have been prepared in accordance  with  generally  accepted  accounting
principles,  which require the  measurement of financial  position and operating
results in terms of historical  dollars  without  considering  the change in the
relative purchasing power of money over time and due to inflation. The impact of
inflation is reflected in the increased cost of the Company's operations. Unlike
most industrial companies,  nearly all the assets and liabilities of the Company
are monetary. As a result, interest rates have a greater impact on the Company's
performance  than do the effects of general levels of inflation.  Interest rates
do not necessarily move in the same direction or to the same extent as the price
of goods and services.

                                       13
<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 at October 31, 1996.

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  October  16,  1996,   the  Company   announced   that  the
                  Corporation's  Board of  Directors  had  declared  a 10% stock
                  dividend on the Corporation's  common stock to shareholders of
                  record on October 30, 1996,  payable on or about  November 13,
                  1996.  In  addition,  on  November  18,  1996,  the Company
                  announced a declaration of  a  cash  dividend  of  $.0625  per
                  share  to  shareholders  of  record  on  December  2,  1996, 
                  payable  on December 16, 1996.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  Not applicable.

                                       14
<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: December 16, 1996      

                                            /s/ Kevin J. Coogan

                                             ------------------------
                                                 Kevin J. Coogan
                                                President and CEO
                                          (Principal Executive Officer)

                                            /s/ Anthony G. Gallo

                                             ------------------------
                                                  Anthony G. Gallo
                                               Vice President and CFO
                                           (Principal Financial Officer)