SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q
(Mark One)

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

For the quarterly period ended January 31, 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:  February  28,  1997
                                                             -------------------

            Class                                               Outstanding
----------------------------                                 ----------------
$2.00 par value common stock                                 2,392,143 shares

                                    

<PAGE>



                   LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES

                                   CONTENTS

PART I - FINANCIAL INFORMATION                                            Page

Item 1:     Financial Statements

            Unaudited Consolidated Statements of Financial Condition
            as of January 31, 1997 and July 31, 1996                         3

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

            Unaudited Consolidated Statements of Income for the Six
            Months ended January 31, 1997 and 1996                           5

            Unaudited Consolidated Statements of Cash Flows for the Six
            Months Ended January 31, 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
-----------------------------------------

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CONDITION 
AS OF JANUARY 31, 1997 AND JULY 31, 1996
-------------------------------------------------------------------------------------------------------
                                                                           (Unaudited)     (Unaudited)
                                                                          January 1997     July  1996
---------------------------------------------------------------------------------------  --------------
Assets
------
<S>                                                                        <C>             <C>         
Cash on hand and in banks                                                  $  6,028,914    $  6,902,040
Federal funds sold, net                                                               0               0
---------------------------------------------------------------------------------------  --------------    
Total cash and cash equivalents                                               6,028,914       6,902,040

Investment securities held to maturity, net                                  40,835,800      40,821,195
Investment securities available for sale, net                                81,146,085      89,967,424
Equity securities restricted for sale, market value of $41,546,400 and        7,806,358       7,806,358
  $19,942,272 at January 31, 1997 and July 31, 1996.
Mortgage-backed securities held to maturity, net                            111,783,302     121,461,936
Loans receivable, net                                                       196,678,964     163,457,374
Real estate owned, net                                                        1,387,717       1,666,533
Federal Home Loan Bank of New York stock, at cost                             3,550,000       2,587,400
Accrued interest receivable, net                                              3,536,380       3,646,512
Office properties and equipment, net                                          4,084,456       4,182,639
Excess of cost over fair value of assets acquired                             9,516,280      10,176,424
Other assets                                                                  5,444,246       5,184,150
---------------------------------------------------------------------------------------  --------------  
Total assets                                                               $471,798,502    $457,859,985
=======================================================================================  ==============


Liabilities and Shareholders' Equity
Deposits                                                                   $361,303,456    $354,246,770
Borrowings                                                                   57,250,000      54,000,000
Borrowings - (ESOP) obligation                                                2,293,000         721,429                 

Advance payments by borrowers for taxes and insurance                         1,677,715       1,711,930
Other liabilities                                                             1,446,615       1,420,175
---------------------------------------------------------------------------------------  --------------
Total liabilities                                                           423,970,786     412,100,304
                                                                                                         
Shareholders' Equity                                                                                   
Common stock: $2.00 par value; authorized 10,000,000
  shares, issued 3,220,752 shares and outstanding
  2,418,643 shares at January 31, 1997                                        6,441,504       5,856,152
Additional paid-in capital                                                   32,827,206      26,186,633
Retained income substantially restricted                                     25,659,661      29,984,480
Unrealized loss in securities available for sale, 
  net of taxes                                                               (1,151,020)     (1,884,921)
Treasury stock at cost                                                      (12,389,745)    (10,655,120)
Common stock acquired by ESOP                                                (2,284,442)     (2,306,895)
Common stock acquired by MSBP                                                (1,275,448)     (1,420,648)
---------------------------------------------------------------------------------------  --------------
Total shareholders' equity                                                   47,827,716      45,759,681

---------------------------------------------------------------------------------------  --------------
Total liabilities and shareholders' equity                                 $471,798,502    $457,859,985
=======================================================================================  ==============

Stated book value per share                                                      $19.77          $18.36
Tangible book value per share                                                    $15.84          $14.28

</TABLE>


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
    
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTH ENDED JANUARY 31, 1997  AND  1996
-----------------------------------------------------------------------------------
                                                        (Unaudited)    (Unaudited)
                                                        January 1997   January 1996
--------------------------------------------------------------------  -------------
Interest income:
<S>                                                       <C>            <C>       
  Loans receivable                                        $3,909,668     $3,439,987
  Mortgage-backed securities held to maturity              1,877,210      2,606,966
  Investment securities held to maturity                     908,651        737,229
  Investment securities available for sale                 1,287,429        749,098
--------------------------------------------------------------------  -------------
      Total interest income                                7,982,958      7,533,280

Interest expense:
  Interest on deposits                                     3,514,209      3,535,714
  Interest on borrowings                                     843,270        488,577
--------------------------------------------------------------------  -------------
      Total interest expense                               4,357,479      4,024,291

Net interest income before provision for loan losses       3,625,479      3,508,989
  Provision for loan losses                                  256,217        175,000
--------------------------------------------------------------------  -------------
Net interest income after provision for loan losses        3,369,262      3,333,989

Other Income:
  Loan fees and service charges                              301,872        290,137
  Gains on sale of investments                             2,415,030      1,357,886
  Other operating income                                     448,650         59,231
--------------------------------------------------------------------  -------------
      Total other income                                   3,165,552      1,707,254

Other expense:
  Employee compensation                                    1,385,437      1,195,255
  Office occupancy                                           234,941        218,274
  Loss from REO operations                                    81,341        141,277
  Other operating expense                                    616,579        793,773
  Amortization of goodwill                                   330,072        330,072
--------------------------------------------------------------------  -------------
      Total other expense                                  2,648,370      2,678,651
                                                                       
Net income before taxes                                    3,886,444      2,362,592
  Federal and state income taxes                           1,417,000        862,998
--------------------------------------------------------------------  -------------
Net Income                                                $2,469,444     $1,499,594
====================================================================  =============

Net income per share                                           $0.97          $0.58
Weighted average numbers of shares                         2,534,559      2,598,108

</TABLE>

                                       4

<PAGE>

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

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF INCOME 
FOR THE SIX MONTHS ENDED JANUARY 31, 1997 AND 1996
-----------------------------------------------------------------------------------
                                                        (Unaudited)    (Unaudited)
                                                            1997           1996
--------------------------------------------------------------------  -------------
Interest income:
<S>                                                       <C>            <C>       
  Loans receivable                                        $7,673,496     $6,769,988
  Mortgage-backed securities held to maturity              3,844,368      5,454,078
  Investment securities held to maturity                   1,750,018      1,958,016
  Investment securities available for sale                 2,773,146        833,893
--------------------------------------------------------------------  -------------
      Total interest income                               16,041,028     15,015,975

Interest expense:
  Interest on deposits                                     6,940,279      7,073,013
  Interest on borrowings                                   1,625,731      1,029,623
--------------------------------------------------------------------  -------------
      Total interest expense                               8,566,010      8,102,636

Net interest income before provision for loan losses       7,475,018      6,913,339
  Provision for loan losses                                  361,217        359,285
--------------------------------------------------------------------  -------------
Net interest income after provision for loan losses        7,113,801      6,554,054

Other Income:
  Loan fees and service charges                              574,340        561,158
  Gain on sale of investments                              3,179,080      1,884,161
  Other operating income                                   1,026,089        230,108
--------------------------------------------------------------------  -------------
      Total other income                                   4,779,509      2,675,427

Other expense:
  Employee compensation                                    2,638,429      2,306,388
  Office occupancy                                           463,740        413,927
  Loss from REO operation                                    100,902        447,430
  Other operating expense (1)                              3,586,501      1,499,104
  Amortization of goodwill                                   660,144        660,144
--------------------------------------------------------------------  -------------
      Total other expense                                  7,449,716      5,326,993
                                                                       
Net income before taxes                                    4,443,594      3,902,488
  Federal and state income taxes                           1,628,000      1,381,998
--------------------------------------------------------------------  -------------
Net Income                                                $2,815,594     $2,520,490
====================================================================  =============
Net income per share                                      $     1.10     $     0.95
Weighted average numbers of shares                         2,568,978      2,641,426

</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.





                                       5

<PAGE>



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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR SIX MONTHS ENDED JANUARY 31, 1997 AND 1996
--------------------------------------------------------------------------------------------------------
                                                                               (Unaudited)  (Unaudited)
                                                                                   1997         1996
--------------------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                                             <C>          <C>       
    Net Income                                                                  $2,815,594   $2,520,490
Adjustment to reconcile net income to net cash provided 
 by (used in) operating activities :
    Amortization of excess of cost over fair value of assets acquired              660,144      660,144
    Amortization of discounts and premiums, net                                   (230,494)    (222,082)
    Provision for losses on loans                                                  361,217      359,285
    Provision for losses on real estate owned                                       43,783      172,447
    Gain on sale of loans                                                           (3,043)      (4,715)
    (Gain) loss on sale of real estate owned, net                                  (40,159)      25,443
    Net realized gains on sale of investments available for sale                (3,179,080)  (1,884,161)
    (Increase) decrease in accrued interest receivable                             110,132     (414,026)
    Decrease in deferred loan fees                                                 (27,867)     (32,695)
    (Increase) decrease in other assets                                           (260,095)     852,874
    Decrease in other liabilities                                                 (386,020)  (4,855,008)
    Depreciation of office properties and equipment, net                           152,070      144,457
---------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) operating activities:                         16,182   (2,677,547)

Cash flows from investing activities:
    Loan origination net of principal payments                                 (33,666,967) (17,661,657)
    Purchase of Federal Home Loan Bank stock                                      (962,600)           0
    Purchase of investment securities available for sale                       (37,772,666) (28,614,578)
    Proceeds from sale of investment securities available for sale              49,986,545   35,300,401
    Principal payments on investment securities available for sale                 981,738            0
    Purchase of investment securities                                           (2,000,000) (66,212,000)
    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                             9,778,254   13,789,264
    Proceeds from sale of real estate owned                                        457,692      855,591
    Increase in office properties and equipment                                    (53,887)    (126,146)
---------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                   (11,251,890) (24,346,222)

</TABLE>





                                       6

<PAGE>


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

<TABLE>
<CAPTION>
                           

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR SIX MONTHS ENDED JANUARY 31, 1997 AND 1996      
--------------------------------------------------------------------------------------------------------- 
                                                                               (Unaudited)  (Unaudited)
                                                                                   1997         1996
---------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
<S>                                                                            <C>          <C>      
    Increase in deposits, net                                                    7,056,686    4,914,219
    Increase in borrowings, net                                                  4,821,571   21,831,250
    Decrease in advance payments by borrowers for taxes, net                       (34,215)    (182,151)
    Purchase of treasury stock                                                  (1,734,625)  (4,046,841)
    Amortization of ESOP shares                                                    339,838      248,370
    Amortization of MSBP shares                                                    212,438      246,447
    Dividend paid                                                                 (299,111)    (292,246)
---------------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                                10,362,582   22,719,048
---------------------------------------------------------------------------------------------------------

       Net change in cash and cash equivalents                                    (873,126)  (4,304,721)
Cash and cash equivalents at beginning of period                                 6,902,040    8,021,666
---------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                     $ 6,028,914  $ 3,716,945
=========================================================================================================


Cash paid during period for:

       Interest                                                                 $6,940,279   $7,073,013
       Income Taxes                                                             $1,500,000   $1,842,277

Supplemental disclosures of non-cash investing activities:

       Transfer of loans receivable to real estate owned                          $182,500      $92,322
                                                                                
</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 and six months
ended January 31, 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 six month periods ended January 31,
1997 and 1996. 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 73,027 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 January 31, 1997, and July 31, 1996, are as follows:

                                       January 31, 1997         July 31,1996
                                       ----------------         ------------

Loans delinquent 90 days or more          $4,005,061              $2,910,953
As a percentage of total loans                   2.0%                    1.8%

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

                                    For the six             For the six
                                    months ended            months ended
                                    January 31, 1997        January 31, 1996
                                    ----------------        ----------------

Balance at beginning of period          $3,073,158              $2,534,836
Provision charged to operations            361,217                 359,285
Charge-offs,                              (342,811)               (100,803)
Recoveries                                  18,277                 157,352
                                         ---------               ---------
Balance at end of period                $3,109,841              $2,950,670
                                         =========               =========








                                      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 January 31, 1997 and
-------------------------------------------------------------------------------
1996
----

Net Income: Net income increased $970 thousand,  or 64.7%, to $2.5 million,  for
the three month period ended January 31, 1997,  from $1.5 million,  for the same
period  last year.  The  increase in net income was  primarily  the result of an
increase in gains on the sale of investments and other operating income,  net of
taxes of approximately $677,000 and $249,000, respectively.

Interest  Income:  Total interest income increased $450 thousand to $8.0 million
for the quarter ended January 31, 1997, compared to $7.5 million for the quarter
ended January 31, 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 $26.9 million,  or 6.62% to $432.7 million from $405.8 million
for the three months ended January 31, 1996.

Interest Expense: Total interest expense increased $333 thousand to $4.4 million
for the quarter ended January 31, 1997, compared to $4.0 million for the quarter
ended January 31, 1996.  The increase was due to growth in the level of interest
bearing  liabilities,  primarily in borrowings,  as well as a modest increase in
the average cost. Average interest bearing  liabilities  increased $28.9 million
or 7.7% to $403.5  million for the quarter ended  January 31, 1997,  from $374.6
million  for the quarter  ended  January 31,  1996.  The cost  increased 2 basis
points to 4.32% for the three months  ended  January 31, 1997 from 4.30% for the
three months ended January 31, 1996.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $116  thousand or 3.3%,  to $3.6  million for the three  months ended
January 31, 1997, from $3.5 million for the three months ended January 31, 1996.





                                      10

<PAGE>



Provision For Loan Losses:  For the  comparison  period,  the provision for loan
losses  increased  $81,000,  or 46.4%, to $256,000  compared to $175,000 for the
same  period  ended  January  31,  1996,  due to loan  growth  and  increase  in
non-performing  loans.  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 $1.5 million during the comparison  period
to $3.2  million or 85.4%,  from $1.7  million.  The Company  realized  gains on
investments available for sale of $1.4 million for the quarter ended January 31,
1996 and $2.4  million for the quarter  ended  January 31, 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 the quarter ended January
31, 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
$389  thousand,  or 657.5%,  to $449  thousand for the quarter ended January 31,
1997, compared to $59 thousand for the quarter ended January 31, 1996, primarily
attributed  to the  operations  of the Company's  subsidiary  Lakeview  Mortgage
Depot, Inc. Such subsidiary began operations in October 1995.

Other Expense:  For the comparison period, other expense decreased $30 thousand,
or 1.1%, to $2.6 million for the three months ended January 31, 1997,  from $2.7
million for the three months ended  January 31, 1996.  Other  operating  expense
decreased  $177 thousand or 22.3% to $617 thousand for the quarter ended January
31, 1997,  from $794 thousand for the quarter ended January 31, 1996,  primarily
attributable to the decrease in Federal Deposit Insurance  expense.  Net loss on
real estate owned operations  decreased $60 thousand for the comparison  period.
Management  will  continue to  liquidate  real estate owned  whenever  possible.
Offsetting  these  decreases was a increase in compensation of $190 thousand for
the comparison period.  Compensation  primarily attributed to increased staffing
of the Company's subsidiary, Lakeview Mortgage Depot, Inc.

Comparison  of Operating  Results For The Six Months Ended  January 31, 1997 and
--------------------------------------------------------------------------------
1996
----

Net Income:  Net income increased $295 thousand,  or 11.8% to $2.8 million,  for
the six month period ended  January 31, 1997,  from $2.5  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  $360  thousand and $1.3  million,  respectively.  Offsetting  the
increase  was $1.4  million  ($2.2  million  before  tax  benefit)  of a special
assessment required to recapitalize the Savings Association Insurance Fund







                                      11

<PAGE>



(SAIF) of the FDIC.

Interest  Income:  Total interest income increased $1.0 million to $16.0 million
for the six months ended January 31, 1997, compared to $15.0 million for the six
months  ended  January  31,  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 7.46% to 7.48%.  The  average
balance in interest  earnings assets for the six months increased $26.7 million,
or 6.6% to $429.1  million from $402.4  million for the six months ended January
31, 1996.

Interest Expense: Total interest expense increased $463 thousand to $8.6 million
for the six months ended January 31, 1997,  compared to $8.1 million for the six
months ended  January 31,  1996.  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 $29.1 million or 7.8%
to $401.3 million for the six months ended January 31, 1997, from $372.2 million
for the six months ended January 31, 1996.  The cost decreased 8 basis points to
4.27% for the six months  ended  January  31, 1997 from 4.35% for the six months
ended January 31, 1996.

Net  Interest  Income:  Net interest  income  before  provision  for loan losses
increased  $562  thousand  or 8.1%,  to $7.5  million  for the six months  ended
January 31, 1997 from $6.9 million for the six months ended January 31, 1996.

Other Income:  Other income increased $2.1 million during the comparison  period
to $4.8  million or 78.6 %, from $2.7  million.  The Company  realized  gains on
investments  available for sale of $1.8 million for the six months ended January
31,  1996 and $3.2  million for the six months  ended  January  31,  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 six months  ended
January  31,  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  $796  thousand,  or 345.9%,  to $1.0 million for the six months ended
January 31, 1997, compared to $230 thousand for the six months ended January 31,
1996,  primarily  attributed  to  the  operations  of the  Company's  subsidiary
Lakeview Mortgage Depot, Inc.

Other Expense:  For the comparison period, other expense increased $2.1 million,
or 39.8%,  to 7.4 million for the six months ended  January 31, 1997,  from $5.3
million for the six months ended January 31, 1996.  Compensation  increased $332
thousand or 14.4% to $2.6  million for the six months  ended  January 31,  1997,
from  $2.3  million  for  the six  months  ended  January  31,  1996,  primarily
attributed to increased staffing of the Company's subsidiary,  Lakeview Mortgage
Depot, Inc. Other operating  expense  increased $2.1 million,  or 139.2% to $3.6
million at January 31, 1997 as compared to $1.5 million at January 31, 1996. The
increase was primarily the result of a $2.2 million special







                                      12

<PAGE>



assessment  required to recapitalize the SAIF.  Offsetting these increases was a
decrease in the net loss on real estate owned  operations  of $347  thousand for
the comparison  period.  Management will continue to liquidate real estate owned
whenever possible.

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

Total assets increased $13.9 million,  or 3.0%, to $471.8 million at January 31,
1997,  from $457.9  million at July 31, 1996.  The increase was primarily due to
increases  in loans  receivable,  net,  of $33.2  million  and $963  thousand in
Federal Home Loan Bank Stock,  offsetting  declines in cash and cash equivalents
of $873 thousand,  $9.7 million in mortgage-backed  securities held to maturity,
and $8.8 million in investment securities available for sale.

Investment  securities  available for sale ("investment  securities")  decreased
$8.8 million to $81.1 million at January 31, 1997 from $90.0 million at July 31,
1996. The decrease was mainly attributable to the sale of investment  securities
in the amount of $46.8 million and principal payments of $982 thousand offset by
an increase in market value of $1.1 million (before tax), and purchases of $37.8
million.  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 $9.7 million,  or 8.7%, to
$111.8 million at January 31, 1997,  from $121.5 million at July 31, 1996.  This
was attributed to principal repayments of $9.8 million.

Loans receivable increased $33.2 million, or 16.9%, to $196.7 million at January
31, 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 $7.1 million,  or 2.0%, to $361.3
million at January 31, 1997,  from $354.2 million at July 31, 1996. The increase
was mainly attributed to interest credited to deposits of $6.9 million and a net
increase in deposits before interest of $200 thousand.

Borrowings  increased  $3.2  million,  or 5.7%,  to $57.2 million at January 31,
1997,  from $54.0 million at July 31, 1996.  During the period ended January 31,
1997, the Savings Bank used  borrowings,  deposits,  and  investment  securities
available  for  sale  ("investment  securities")  to fund  the  growth  in loans
receivable.

Shareholders'  equity  increased  $2.1 million,  or 4.3%,  during the six months
ended January 31, 1997, to $47.8  million.  This was primarily due to a decrease
in the  unrealized  loss on securities  available for sale,  net of tax, of $734
thousand, amortization of ESOP shares of







                                      13

<PAGE>



$340 thousand, and net income of $2.8 million,  offset by cash dividends of $299
thousand, and $1.7 million in purchase of common stock.

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

Loans  delinquent 90 days or more  increased $1.1 million,  or 37.6%,  from $2.9
million  at July 31,  1996.  Delinquent  loans 90 days or more past due  totaled
2.04% of gross  loans at January 31,  1997,  compared to 1.78% of gross loans at
July 31, 1996. This increase is mainly  attributed to a $1.2 million increase in
90 day or more  delinquent  loans,  offset by $183 thousand  transferred to Real
Estate Owned.  The increase is related to first  mortgage loans with the largest
being  approximately  $320  thousand,  which was paid-off in February  1997. The
Savings Bank's allowance for loan losses totaled $3,109,841 at January 31, 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 $5.4 million or 1.1% of
total  assets at January 31,  1997,  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  January  31,  1997,  cash  and cash
equivalents totaled $6,028,914.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of January  31,  1997,  the Savings  Bank had
commitments to fund loans of $3,750,500.

The Savings Bank had leverage,  Tier 1 and  risk-based  capital  ratios of 7.5%,
14.6%,  and 15.8% at January 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 January 31, 1997.







                                      14

<PAGE>



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.


                                      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 at January 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 February 19, 1997, the Company  announced a declaration of a cash
            dividend of $.0625 per share to  shareholders  of record on March 5,
            1997, payable on March 19, 1997.

            Lakeview Financial Corp., through its subsidiary  Branchview,  Inc.,
            received  545,455  shares of IMC common  stock in  exchange  for its
            partnership interest.  This investment was further increased through
            the purchase of an additional 285,473 shares of common stock of IMC.
            As of January 31, 1997,  these shares had a value in excess of $41.5
            million.  Due to a  restriction  on the  sale or  transfer  of these
            shares of common  stock,  Lakeview is required to carry 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.  The market
            trading value of this equity  investment,  IMC common stock,  has an
            indirect  effect on the market  value of  Lakeview  Financial  Corp.
            common stock.  However, this is not based on the performance of IMC,
            but on the market value of IMC 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 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.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            Exhibit 27.0. Financial Data Schedule (included in electronic filing
            only).







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<PAGE>






                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                               Lakeview Financial Corp.


Date: March 10, 1997

                                                  /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)






                                      17