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, 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: December 5, 1997

            Class                                           Outstanding
----------------------------                              ----------------
$1.00 par value common stock                              4,164,387 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 October 31, 1997 and July 31, 1997                            3

          Unaudited Consolidated Statements of Income for the Three
          Months Ended October 31, 1997 and 1996                              4

          Unaudited Consolidated Statements of Cash Flows for the Three
          Months Ended October 31, 1997 and 1996                              5

          Notes to Unaudited Consolidated Financial Statements                7

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


                                        2


<PAGE>

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

CONSOLIDATED STATEMENTS OF CONDITION
AS OF OCTOBER 31 AND JULY 31, 1997
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                          (Unaudited)               (Unaudited)
                                                                          October 1997               July 1997
-------------------------------------------------------------------------------------------     ---------------------
<S>                                                                           <C>                       <C>
Assets
Cash on hand and in banks                                                       $6,482,274                $5,399,466
Investment securities held to maturity, net                                     45,816,417                42,681,799
Investment securities available for sale, net                                  109,118,930               105,592,249
Mortgage-backed securities held to maturity, net                                97,956,618               102,248,545
Loans receivable, net                                                          233,514,164               224,563,595
Real estate owned, net                                                           1,761,637                 1,929,447
Federal Home Loan Bank of New York stock, at cost                                3,800,000                 3,550,000
Accrued interest receivable, net                                                 3,959,441                 3,475,581
Office properties and equipment, net                                             3,976,046                 4,027,940
Excess of cost over fair value of assets acquired                                8,526,064                 8,856,136
Other assets                                                                     3,063,245                 3,557,442
===========================================================================================     =====================
Total assets                                                                  $517,974,836              $505,882,200
===========================================================================================     =====================

Liabilities and Shareholders' Equity
Deposits                                                                      $369,056,018              $370,787,103
Borrowings                                                                      83,450,000                61,250,000
Borrowings - (ESOP) obligation                                                   2,332,375                 2,353,825
Advance payments by borrowers for taxes and insurance                              267,978                 2,259,134
Net deferred tax liabilitiy                                                      5,815,666                 6,094,000
Other liabilities                                                                1,693,331                 1,329,003
-------------------------------------------------------------------------------------------     ---------------------
Total liabilities                                                              462,615,368               444,073,065

Shareholders' Equity
Common stock: $1.00 par value; authorized 10,000,000
     shares, issued 6,441,504 shares and outstanding
     4,164,387 shares at October 31, 1997                                        6,441,504                 6,441,504
Additional paid-in capital                                                      33,277,112                33,188,027
Retained income substantially restricted                                        29,743,857                28,617,200
Unrealized gain on securities available for sale, net of taxes                  14,290,563                14,457,898
Treasury stock at cost                                                         (25,010,210)              (17,357,996)
Common stock acquired by ESOP                                                   (2,325,710)               (2,407,250)
Common stock acquired by MSBP                                                   (1,057,648)               (1,130,248)
-------------------------------------------------------------------------------------------     ---------------------
Total shareholders' equity                                                      55,359,468                61,809,135

===========================================================================================     =====================
Total liabilities and shareholders' equity                                    $517,974,836              $505,882,200
===========================================================================================     =====================

Stated book value per share                                                         $13.29                    $13.71
Tangible book value per share                                                       $11.25                    $11.74
</TABLE>
                                       3

<PAGE>


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

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)                (Unaudited)
                                                                                          1997                       1996
-------------------------------------------------------------------------------------------------------      ---------------------
<S>                                                                                         <C>                        <C>
Interest income:
     Loans receivable                                                                       $5,183,596                 $3,763,828
     Mortgage-backed securities held to maturity                                             1,635,489                  1,967,158
     Investment securities held to maturity                                                    937,332                    841,367
     Investment securities available for sale                                                1,214,099                  1,485,717
-------------------------------------------------------------------------------------------------------      ---------------------
          Total interest income                                                              8,970,516                  8,058,070

Interest expense:
     Interest on deposits                                                                    3,568,271                  3,426,070
     Interest on borrowings                                                                  1,068,140                    782,461
-------------------------------------------------------------------------------------------------------      ---------------------
          Total interest expense                                                             4,636,411                  4,208,531

Net interest income before provision for loan losses                                         4,334,105                  3,849,539
     Provision for loan losses                                                                 300,518                    105,000
-------------------------------------------------------------------------------------------------------      ---------------------
Net interest income after provision for loan losses                                          4,033,587                  3,744,539

Other Income:
     Loan fees and service charges                                                             323,604                    272,468
     Net realized (loss) gain on sale of investments                                           (13,056)                   764,050
     Other operating income                                                                    434,717                    577,439
-------------------------------------------------------------------------------------------------------      ---------------------
          Total other income                                                                   745,265                  1,613,957

Other expense:
     Compensation and employee benefits                                                      1,507,226                  1,252,992
     Office occupancy and equipment expense                                                    230,504                    228,799
     Net loss from real estate owned activities                                                 41,487                     19,561
     Other operating expense                                                                   713,648                    751,248
     SAIF recapitalization assessment                                                                0                  2,218,674
     Amortization of the excess of cost over fair value of net asets acquired                  330,072                    330,072
-------------------------------------------------------------------------------------------------------      ---------------------
          Total other expense                                                                2,822,937                  4,801,346

Net income before taxes                                                                      1,955,915                    557,150
     Total federal and state income tax                                                        689,600                    211,000
-------------------------------------------------------------------------------------------------------      ---------------------
Net Income                                                                                  $1,266,315                   $346,150
=======================================================================================================      =====================

Net income per share                                                                             $0.26                      $0.07
Weighted average numbers of shares                                                           4,822,350                  5,141,814
</TABLE>

                                       4
<PAGE>

LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)        (Unaudited)
                                                                                              1997               1996
---------------------------------------------------------------------------------------------------------  -----------------
<S>                                                                                        <C>                <C>
Cash flows from operating activities:
    Net Income                                                                                $1,266,315           $346,150
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                                                 (181,987)          (136,054)
    Provision for losses on loans                                                                300,518            105,000
    Gain on sale of loans                                                                              0               (813)
    Gain on sale of real estate owned                                                                  0            (25,700)
    Net realized (gain) loss on sale of investments available for sale                           136,337           (342,075)
    Net realized gain on sale of trading securities                                             (123,281)          (421,975)
    Increase in accrued interest receivable                                                     (483,860)          (420,012)
    Increase (decrease) in deferred loan fees                                                      3,883            (15,893)
    Decrease in other assets                                                                     494,197          1,020,836
    Decrease in net dererred tax liability                                                      (156,098)                 0
    Increase in other liabilities                                                                364,328          1,023,698
    Amortization of ESOP shares                                                                  170,625            129,635
    Amortization of MSBP shares                                                                   72,600            139,838
    Depreciation of office properties and equipment, net                                          78,575             74,157
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash provided by operating activities:                                       2,272,224          1,806,864

Cash flows from investing activities:
    Loan origination net of principal payments                                                (9,244,717)       (15,977,407)
    (Increase) decrease in Federal Home Loan Bank stock                                         (250,000)            67,500
    Purchase of investment securities available for sale                                      (6,387,275)       (13,010,675)
    Proceeds from sale of investment securities available for sale                             1,886,000          8,726,286
    Principal payments on investment securities available for sale                               568,863            463,479
    Purchase of trading securities                                                            (6,400,290)        (2,886,880)
    Proceeds from sale of trading securities                                                   6,523,571          3,308,855
    Purchase of investment securities held to maturity                                        (5,691,198)                 0
    Proceeds from maturity of investment securities held to maturity                           2,750,000                  0
    Principal payments on mortgage-backed securities held to maturity                          4,250,065          4,444,417
    Proceeds from sale of real estate owned                                                      167,810            120,233
    Increase in office properties and equipment                                                  (26,681)           (40,978)
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash used in investing activities                                          (11,853,852)       (14,785,170)
</TABLE>
                                       5
<PAGE>


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

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1997
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)        (Unaudited)
                                                                                              1997               1996
---------------------------------------------------------------------------------------------------------  -----------------
<S>                                                                                        <C>                 <C>
Cash flows from financing activities:
    Increase (decrease) in deposits, net                                                      (1,731,085)         6,742,031
    Increase in borrowings, net                                                               22,178,550          3,465,625
    Decrease in advance payments by borrowers for taxes, net                                  (1,991,156)          (346,445)
    Purchase of treasury stock                                                                (7,652,214)          (127,500)
    Dividend paid                                                                               (139,658)          (141,607)
---------------------------------------------------------------------------------------------------------  -----------------
              Net cash provided by financing activities                                       10,664,437          9,592,104
---------------------------------------------------------------------------------------------------------  -----------------

              Net change in cash and cash equivalents                                          1,082,808         (3,386,202)
Cash and cash equivalents at beginning of period                                               5,399,466          6,902,040
---------------------------------------------------------------------------------------------------------  -----------------

Cash and cash equivalents at end of period                                                    $6,482,274         $3,515,838
=========================================================================================================  =================



Cash paid during period for:

              Interest                                                                        $3,462,456         $3,426,070
              Income Taxes                                                                      $103,000                 $0

Supplemental disclosures of non-cash investing activities:

              Transfer of loans receivable to real estate owned                                       $0           $182,500
</TABLE>
                                       6
<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, 1997 are not necessarily  indicative of the results that may be expected for
the fiscal year July 31, 1998 or any other interim period.

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

(2)  Net Income per Share

Net income per common share is calculated 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 month  periods ended October 31, 1997
and 1996. The weighted average number of shares  outstanding  during the quarter
ended  October 31,  1997,  was  4,822,350.  Per share data has been  adjusted to
reflect the 10% stock dividends paid during 1995, 1996 and 1997. On September 4,
1997,  Lakeview  Financial  Corp.  declared a two for one stock split payable on
October 15, 1997.  Share data has been  adjusted to reflect the stock split.  At
October 31, 1997 and 1996  respectively,  the weighted  average number of shares
outstanding  include 198,570 and 108,608 shares committed to be released for the
Savings Bank's ESOP.

Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128")  establishes  standards for computing  and  presenting  earnings per share
(EPS) and applies to entities  with  publicly  held  common  stock or  potential
common  stock.  SFAS  128  replaces 

                                        7

<PAGE>


presentation  of primary EPS with a presentation  of basic EPS and requires dual
presentation  of basic and diluted EPS on the face of the income  statement  for
all entities with complex capital  structures and requires a  reconciliation  of
the numerator and  denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.  SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997,  including interim
periods;  earlier  application is not permitted and requires  restatement of all
prior-period EPS data presented.

The pro forma basic EPS for the three month  period  ended  October 31, 1997 was
$.31 per share. The diluted EPS is not expected to be materially  different from
the earnings per share disclosed in the income statement.

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

Non-performing assets (loans 90 days or more delinquent, non-accrual loans, real
estate owned and other  non-performing  assets) totaled $5.9 million or 1.14% of
total assets at October 31, 1997,  as compared to $5.7 million or 1.13% of total
assets at July 31, 1997.

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

                                      October 31, 1997             July 31,1997
                                      ----------------             ------------

Loans delinquent 90 days or more          $4,146,671                 $3,810,868
As a percentage of total loans                   1.8%                       1.7%

An analysis of the  allowance  for loan losses for the three month  period ended
October 31, 1997 and 1996 is as follows:

                                      For the three          For the three
                                      months ended           months ended
                                      October 31, 1997       October 31, 1996
                                      ----------------       ----------------

Balance at beginning of period           $3,411,461             $3,073,158
Provision charged to operations             300,518                105,000
Charge-offs,                               (183,031)               (39,965)
Recoveries                                   10,754                 10,981
                                          ---------              ---------
Balance at end of period                 $3,539,702             $3,149,174
                                         ==========             ==========








                                        8

<PAGE>

(4) Borrowings

Federal Home Loan Bank line of credit  increased  $15.8  million for the quarter
ended  October 31, 1997.  The line of credit is at an interest rate of 5.81% and
maturity  is due on November  3, 1997.  The line of credit the Savings  Bank had
entered into with one major  national  broker/dealer  increased $7.4 million for
the quarter ended October 31, 1997. The line of credit is at an interest rate of
8.25%.  Federal Home Loan Bank advances  decreased  $1.0 million for the quarter
ended October 31, 1997. The weighted average interest rate is 5.73%.

                                        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 Financial Condition at October 31, 1997 and July 31, 1997
-----------------------------------------------------------------------

Total assets increased $12.1 million,  or 2.4%, to $518.0 million at October 31,
1997,  from $505.9  million at July 31, 1997.  The increase was primarily due to
increases in loans  receivable,  net, of $9.0 million,  $250 thousand in Federal
Home Loan Bank Stock, $3.5 million in investment  securities available for sale,
and $3.1 million in investment securities held to maturity,  offsetting declines
of $4.3 million in mortgage-backed securities held to maturity.

Investment  securities  available for sale ("investment  securities")  increased
$3.5 million to $109.1  million at October 31, 1997 from $105.6  million at July
31, 1997.  The increase was mainly  attributable  to the purchase of  investment
securities in the amount of $6.4  million,  offset by a decrease in market value
of $457 thousand (before tax), sales of $2.0 million and principal repayments of
$569 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 $4.2 million,  or 4.2%, to
$98.0 million at October 31, 1997,  from $102.2  million at July 31, 1997.  This
was attributed to principal repayments of $4.2 million. The funds were primarily
used to fund the growth in loans receivable.

Loans receivable  increased $8.9 million,  or 4.0%, to $233.5 million at October
31, 1997,  from $224.6  million at July 31, 1997. The increase was the result of
the  concerted  efforts  of a  seasoned  branch  staff and  specialized  lending
officers and senior management.

Deposits,  after interest credited,  decreased $1.7 million,  or .47%, to $369.1
million at October 31, 1997,  from $370.8 million at July 31, 1997. The decrease
was due to a net decrease in deposits before interest of $5.2 million, offset by
interest credited to deposits of $3.5 million.

                                       10

<PAGE>




Borrowings  increased  $22.2 million,  or 36.2%, to $83.5 million at October 31,
1997,  from  $61.3  million  at July 31,  1997.  This was  primarily  due to the
increase in the Federal Home Loan Bank line of credit of $15.8 million, or 78.2%
to $36.0 million at October 31, 1997,  from $20.2 million at July 31, 1997.  The
line of credit the Savings  Bank  entered  into with one major  national  broker
increased $7.4 million,  or 370.0% to $9.4 million at October 31, 1997 from $2.0
million  at July 31,  1997.  Offsetting  the  increase,  Federal  Home Loan Bank
advances  decreased  $1.0 million,  or 2.6% to $38.0 million at October 31, 1997
from $39.0  million at July 31, 1997.  During the period ended October 31, 1997,
the Savings Bank used  borrowings  and principal  repayments on mortgage  backed
securities held to maturity to fund the growth in loans  receivable,  investment
securities held to maturity,  investment  securities available for sale, and the
repurchase of common stock.

Shareholders'  equity  decreased  $6.5  million  during the three  months  ended
October 31, 1997, to $55.4 million.  This was primarily due to the repurchase of
$7.7 million in common  stock,  decrease in the  unrealized  gains on securities
available for sale of $167 thousand, and cash dividends of $140,000,  offsetting
the decrease was net income of $1.3 million and  amortization  of ESOP shares of
$243 thousand.

Comparison of Operating Results For The Three Months Ended October 31, 1997
---------------------------------------------------------------------------
and 1996
--------

Interest  Income:  Total interest income increased $912 thousand to $9.0 million
for the quarter ended October 31, 1997, compared to $8.1 million for the quarter
ended  October 31,  1996.  The increase was mainly due to growth in the level of
interest earning assets, primarily in loans receivable,  net, and an increase in
the average yield on interest  earning  assets from 7.46% to 7.48%.  The average
balance in interest  earning assets for the three months ended October 31, 1997,
increased $47.9 million,  or 11.1% to $479.6 million from $431.7 million for the
same period in 1996.

Interest Expense: Total interest expense increased $428 thousand to $4.6 million
for the quarter ended October 31, 1997, compared to $4.2 million for the quarter
ended October 31, 1996.  The increase was due to growth in the level of interest
bearing  liabilities,  and a increase  in the  average  cost.  Average  interest
bearing  liabilities  increased  $20.5 million or 5.1% to $419.2 million for the
quarter  ended  October  31,  1997,  from $398.7  million for the quarter  ended
October 31,  1996.  The cost  increased  20 basis  points to 4.42% for the three
months ended October 31, 1997 from 4.22% for the same period in 1996.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $485  thousand or 12.6%,  to $4.3  million for the three months ended
October 31, 1997, from $3.8 million for the same period in 1996.



                                       11

<PAGE>



Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses increased  $196,000,  or 186.2%, to $300,518 compared to $105,000 for the
same period ended  October 31, 1996,  due to loan growth and a change in the mix
of the loan  portfolio.  Management of the Savings Bank  regularly  accesses the
credit risk of the loan portfolio based on information  available at such times,
including  trends in the local real  estate  market  and  levels of the  Savings
Bank's  non-performing  loans and assets.  The assessment of the adequacy of the
allowance for loan losses 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 $869 thousand during the comparison period
to $745 thousand or 53.8%,  from $1.6 million.  The decline was primarily due to
the recognition of $204,000 in non-recurring gains from the sale of a subsidiary
and  $764,000 in gains from the sale of  investments  during the  quarter  ended
October 31, 1996 and a loss of $13,000 from the investment  securities available
for sale  portfolio  at October  31,  1997.  The loss on the sale of  investment
securities  available  for sale for the  quarter  ended  October 31, 1997 is not
necessarily  indicative of the results  expected for the fiscal year ending July
31, 1998. The Savings Bank elected not to participate in the sale of investments
during the period ended October 31, 1997.

Other Expense:  For the comparison period, other expense decreased $2.0 million,
or 41.2%, to $2.8 million for the three months ended October 31, 1997, from $4.8
million for the three months ended  October 31, 1996.  Other  expense  primarily
decreased due to the  recognition for the three months ended October 31, 1996 of
a $2.2  million  special  assessment  required  to  recapitalize  the SAIF.  The
decrease  was offset by an increase in  compensation  expense of $254,000  and a
$22,000  increase in net loss from real estate owned  activities  as compared to
the same period in 1996.  Compensation increased $254 thousand, or 20.2% to $1.5
million at October 31, 1997 as compared to $1.3 million at October 31, 1996. The
increase was mainly  attributed to the  amortization of the ESOP of $76 thousand
due to the  increase  of market  value of the  Company's  stock and  $155,000 in
compensation  due to an  increase  cost and  increased  staff for the  Company's
subsidiary  Lakeview  Mortgage  Depot,  Inc.  Net  loss  on  real  estate  owned
operations increased $22 thousand, or 112.1% to $41 thousand at October 31, 1997
as compared to $20 thousand at October 31,  1996.  Management  will  continue to
liquidate real estate owned whenever possible.



                                       12

<PAGE>



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,  1997,  cash  and cash
equivalents totaled $6,482,274.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of October  31,  1997,  the Savings  Bank had
commitments to fund loans of $6,647,250.

The Savings Bank had leverage,  Tier 1 and  risk-based  capital  ratios of 7.6%,
13.2%,  and 14.5% at October 31,  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 October 31, 1997.



                                       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 as of October 31, 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 September 4, 1997, the Company announced a declaration of a
                  cash dividend of $.0625 per share to shareholders of record on
                  September  18, 1997,  payable on October 2, 1997. On September
                  4, 1997,  the Company also  announced a declaration  of a 100%
                  stock dividend to  shareholders  of record on October 1, 1997,
                  payable on October 15, 1997. On December 12, 1997, the Company
                  announced  their  first quarter  earnings  and  cash  dividend
                  payable  on  January 9, 1998 to stockholders of record  as  of
                  December 26, 1997.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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



                                       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 15, 1997                /s/ Kevin J. Coogan
                                        ------------------------
                                             Kevin J. Coogan
                                            President and CEO
                                        (Principal Executive Officer)






Date:  December 15, 1997                /s/ Anthony G. Gallo
                                        ------------------------
                                             Anthony G. Gallo
                                          Vice President and CFO
                                       (Principal Financial Officer)

                                       15