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, 1998

                                       OR

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

For the transition period from  __________________ to __________________

                         Commission file number: 0-25106

                            Lakeview Financial Corp.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

New Jersey                                                       22-3334052
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                  1117 Main Street Paterson, New Jersey 07503 
                  ------------------------------------------- 
               (Address of principal executive offices, zip code)

                                 (201) 742-3060
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              ----------------------------------------------------- 
              (Former name, former address, and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: December 1, 1998

            Class                                                  Outstanding
----------------------------                                    ----------------
$2.00 par value common stock                                    4,818,478 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, 1998 and July 31, 1998                       3

            Unaudited Consolidated Statements of Income for the Three
            Months Ended October 31, 1998 and 1997                         4

            Unaudited Consolidated Statements of Cash Flows for the Three
            Months Ended October 31, 1998 and 1997                         5

            Notes to Unaudited Consolidated Financial Statements           7

Item 2:     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           12

Item 3:     Quantitative and Qualitative Disclosure About Market Risk     15

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 BALANCE SHEETS
AS OF OCTOBER 31  AND  JULY 31, 1998
--------------------------------------------------------------------------------------------
(dollars in thousands except share data)                             (unaudited) (unaudited)
                                                                    October 1998  July 1998
--------------------------------------------------------------------------------  ----------
<S>                                                                   <C>          <C>   
Assets
------
Cash on hand and in banks                                               $15,113      $8,773
Federal funds sold                                                       27,000      39,900
--------------------------------------------------------------------------------  ----------
Total cash and cash equivalents                                          42,113      48,673

Investment securities held to maturity                                   84,666      83,831
Securities available for sale                                            22,479      37,867
Mortgage-backed securities held to maturity                              99,158     101,771
Loans receivable, net                                                   286,653     286,869
Real estate owned, net                                                      480         505
Federal Home Loan Bank of New York stock, at cost                         4,626       4,626
Accrued interest receivable                                               3,249       3,068
Office properties and equipment, net                                      4,815       4,623
Excess of cost over fair value of assets acquired, net                   18,116      18,643
Other assets                                                              6,517       3,380
--------------------------------------------------------------------------------  ----------
Total assets                                                           $572,872    $593,856
--------------------------------------------------------------------------------  ----------

Liabilities and Shareholders' Equity
------------------------------------
Deposits                                                               $453,769    $456,880
Borrowings                                                               55,752      64,928
Borrowings - Employee Stock Option Plan (ESOP)                            8,499       8,783
Advance payments by borrowers for taxes and insurance                     2,960       2,934
Other liabilities                                                         3,400       3,724
--------------------------------------------------------------------------------  ----------
Total liabilities                                                       524,380     537,249

Shareholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000 shares,
issued 6,441,504 shares and outstanding 4,818,478 shares at 
October 31, 1998 and 4,880,268 shares at July 31, 1998                   12,883      12,883
Additional paid-in capital                                               30,924      30,905
Retained income                                                          31,888      30,500
Accumulated other comprehensive (loss) income                            (3,323)      5,306
Treasury stock at cost, 1,623,026 at October 31, 1998 and               (14,377)    (13,343)
1,561,236 at July 31, 1998
Unallocated ESOP shares                                                  (8,781)     (8,893)
Unallocated Management Stock Bonus Plan (MSBP) shares                      (722)       (751)
--------------------------------------------------------------------------------  ----------
Total shareholders' equity                                               48,492      56,607

--------------------------------------------------------------------------------  ----------
Total liabilities and shareholders' equity                             $572,872    $593,856
================================================================================  ==========

Stated book value per share                                              $10.06      $11.60

Tangible book value per share                                             $6.30       $7.78

</TABLE>

                                       3

<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME 
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 AND 1997
--------------------------------------------------------------------------------------------------
(dollars in thousands except share data)                                    (unaudited) (unaudited)
                                                                               1998        1997
--------------------------------------------------------------------------------------  ----------
<S>                                                                         <C>        <C>      
Interest income:
  Loans receivable                                                              $6,191     $5,184
  Mortgage-backed securities held to maturity                                    1,644      1,636
  Investment securities held to maturity and federal funds                       1,808        937
  Securities available for sale                                                    370      1,214
--------------------------------------------------------------------------------------  -----------
     Total interest income                                                      10,013      8,971

Interest expense:
  Deposits                                                                       4,280      3,568
  Borrowings                                                                     1,060      1,068
--------------------------------------------------------------------------------------  -----------
     Total interest expense                                                      5,340      4,636

Net interest income                                                              4,673      4,335
  Provision for loan losses                                                        225        301
--------------------------------------------------------------------------------------  -----------
Net interest income after provision for loan losses                              4,448      4,034

Other Income:
  Loan fees and service charges                                                    405        324
  Net realized gains (losses) on sale of securities                              3,301        (13)
  Gains on sale of loans originated for sale                                       235        291
  Other operating income                                                           147        143
--------------------------------------------------------------------------------------  -----------
     Total other income                                                          4,088        745

Other expense:
  Compensation and employee benefits                                             1,679      1,507
  Office occupancy and equipment expense                                           323        231
  Net loss on real estate owned                                                     35         41
  Other operating expense                                                          866        714
  Amortization of the excess of cost over fair value of net assets acquired        527        330
--------------------------------------------------------------------------------------  -----------
     Total other expense                                                         3,430      2,823
                                                                                      
Income before taxes                                                              5,106      1,956
  Income tax                                                                     1,910        690
--------------------------------------------------------------------------------------  -----------
Net Income                                                                      $3,196     $1,266
======================================================================================  ===========

Net income per share:
  Basic                                                                          $0.77      $0.34
  Diluted                                                                        $0.72      $0.29

Weighted average number of shares outstanding:
  Basic                                                                      4,131,280  3,745,519
  Diluted                                                                    4,429,596  4,382,525

</TABLE>

                                       4
<PAGE>
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 AND 1997    
------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                               (unaudited) (unaudited)
                                                                                         1998        1997
-----------------------------------------------------------------------------------------------  -----------
<S>                                                                                    <C>         <C>   
Cash flows from operating activities:
    Net Income                                                                           $3,196      $1,266
Adjustment to reconcile net income to net cash provided 
 by operating activities :
    Amortization of excess of cost over fair value of assets acquired                       527         330
    Amortization of discounts and premiums, net                                          (1,082)       (182)
    Provision for loan losses                                                               225         301
    Provision for losses on real estate owned                                                15           0
    Net realized (gain) loss on sale of securities available for sale                    (3,283)        136
    Net realized gain on sale of trading securities                                         (18)       (123)
    Gains on sale of loans originated for sale                                             (235)       (291)
    Purchase of trading securities                                                       (5,124)     (6,400)
    Proceeds from sale of trading securities                                              5,142       6,523
    Loans originated for sale                                                            (6,145)     (3,791)
    Proceeds from sales of loans originated for sale                                      6,380       4,082
    Increase in accrued interest receivable                                                (181)       (484)
    (Decrease) increase in deferred loan fees                                                (1)          4
    Decrease in other assets                                                                177         494
    Amortization of ESOP shares                                                             131         170
    Amortization of MSBP shares                                                              29          73
    Increase in other liabilities                                                           517         208
    Depreciation expense, net                                                               117          79
-----------------------------------------------------------------------------------------------  -----------
          Net cash provided by operating activities:                                        387       2,395

Cash flows from investing activities:
    Loan origination net of principal payments                                               (1)     (9,245)
    Purchase of Federal Home Loan Bank stock                                                  0        (250)
    Purchase of securities available for sale                                           (48,965)     (6,387)
    Proceeds from sale of securities available for sale                                  54,401       1,886
    Principal payments on securities available for sale                                     452         569
    Purchase of investment securities held to maturity                                  (16,341)     (5,691)
    Proceeds from maturity of investment securities held to maturity                     16,461       2,750
    Purchase of mortgage-backed securities held to maturity                              (5,024)          0
    Principal payments on mortgage-backed securities held to maturity                     7,692       4,250
    Proceeds from sale of real estate owned                                                  10         168
    Increase in office properties and equipment                                            (309)        (27)
-----------------------------------------------------------------------------------------------  -----------
          Net cash provided by (used in) investing activities                             8,376     (11,977)
</TABLE>


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 AND 1997           
------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                               (unaudited) (unaudited)
                                                                                         1998        1997
-----------------------------------------------------------------------------------------------  -----------
<S>                                                                                    <C>         <C>   
Cash flows from financing activities:
    Decrease in deposits                                                                 (3,047)     (1,731)
    (Decrease) increase in borrowings                                                    (9,460)     22,179
    Increase (decrease) in advance payments by borrowers for taxes, net                      26      (1,991)
    Purchase of treasury stock                                                           (2,809)     (7,652)
    Exercise of stock options                                                               254           0
    Cash dividends paid                                                                    (287)       (140)
-----------------------------------------------------------------------------------------------  -----------
          Net cash (used in) provided by financing activities                           (15,323)     10,665
-----------------------------------------------------------------------------------------------  -----------

          Net change in cash and cash equivalents                                        (6,560)      1,083
Cash and cash equivalents at beginning of period                                         48,673       5,399
-----------------------------------------------------------------------------------------------  -----------

Cash and cash equivalents at end of period                                              $42,113      $6,482
-----------------------------------------------------------------------------------------------  -----------

Cash paid during period for:
          Interest on deposits                                                           $4,326      $3,462
          Income taxes                                                                   $1,250        $103

</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 active  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, 1998 are not necessarily  indicative of the results that may be expected for
the fiscal year July 31, 1999 or any other interim period.

These statements  should be read in conjunction with the consolidated  financial
statements  and  related  notes  which  are  incorporated  by  reference  in the
Company's Annual Report on Form 10-K for the year ended July 31, 1998.

(2)  Net Income per Share

In  accordance  with  Statement  of  Financial   Accounting  Standards  No.  128
("Statement  128"),  Earnings Per Share,  the  following  table  reconciles  the
weighted average number of common shares outstanding used to calculate basic and
diluted net income per share.

                                                      For the three months ended
                                                               October 31    
                                                      --------------------------
                                                        1998             1997
Weighted Average Number
  of Common Shares
  Outstanding - Basic                                 4,131,280        3,745,519

Effective of Dilutive Securities
 Qualified Stock Options                                    464          356,862
 Non-Qualified Stock Options                            203,625          233,157
 MSBP Shares                                             94,227           46,987
                                                      ---------        ---------


                                        7

<PAGE>



Weighted Average Number
 of Common Shares
 Outstanding - Diluted                                4,429,596        4,382,525
                                                      =========        =========

(3) Comprehensive Income

Effective  August 1, 1998,  the Company  adopted the  provisions of Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130"). SFAS 130 establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial statements.
Under  SFAS 130,  comprehensive  income is  divided  into net  income  and other
comprehensive  income.  Other  comprehensive  income  includes items  previously
recorded  directly in equity,  such as unrealized  gains or losses on securities
available for sale.  Comparative  financial  statements for earlier  periods are
reclassified to reflect application of the provisions of SFAS 130.

SFAS 130 requires total comprehensive  income and its components to be displayed
on the face of a  financial  statement  for  annual  financial  statements.  For
interim financial statements,  SFAS 130 requires only total comprehensive income
to be reported  and allows such  disclosure  to be presented in the notes to the
interim  financial  statements.  Total  comprehensive  income for the applicable
periods is shown below.

                  (in thousands)                       Total Comprehensive
                                                           (Loss) Income
                                                           -------------

         For the quarter ended:
         October 31, 1998                                   $(5,433)
         October 31, 1997                                     1,099

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

Non performing assets at October 31, 1998, and July 31, 1998, are as follows, in
thousands:
                                  October 31, 1998          July 31,1998
                                  ----------------          ------------

Non accrual loans                      $3,427                   $2,794
Real estate owned, net                    480                      505
                                       ------                   ------
Total non-performing assets            $3,907                   $3,299
                                       ======                   ======



                                        8

<PAGE>



Non-accrual loans as a percentage
         of total loans                  1.20%                     .97%

Non-performing assets as a percentage
         of total assets                  .68%                     .56%

An analysis of the  allowance  for loan losses for the three month  period ended
October 31, 1998 and 1997 is as follows, in thousands:

                                    For the three             For the three
                                    months ended              months ended
                                    October 31, 1998          October 31, 1997
                                    ----------------          ----------------

Balance at beginning of period           $4,478                    $3,411
Provision charged to operations             225                       301
Charge-offs                                (113)                     (183)
Recoveries                                   35                        11
                                         ------                    ------
Balance at end of period                 $4,625                    $3,540
                                         ======                    ======

(5)      Recent Events

The Company, including its subsidiary Branchview, Inc., has an equity investment
with a cost basis of $7.1 million in Industry Mortgage  Company,  L.P. (IMC). In
addition, the Company has an unsecured line of credit to IMC for $6.8 million as
of October 31, 1998.

IMC reached an agreement on October 15, 1998 for a $33 million standby revolving
credit facility with a lender and certain affiliates of the lender. The facility
is available to provide  working  capital for a period of up to 90 days,  during
which time IMC intends to explore financial and strategic alternatives including
the possible sale of IMC. The terms of the new facility  result in a substantial
dilution of existing common  stockholders'  equity equating to a minimum of 40%,
up to a maximum of 90%, on a fully diluted basis, depending on when, or whether,
a change of control  transaction  occurs, as described below.  Lakeview's equity
investment in IMC  represents  approximately  5.5% of IMC's  outstanding  common
shares.

IMC has also  entered into  intercreditor  arrangements  with its three  largest
warehouse and residual  certificate  lenders which have agreed to a "standstill"
keeping their  facilities in place for up to 90 days in order for IMC to explore
its financial alternatives.  In addition, IMC has entered into a forbearance and
intercreditor  agreement  with respect to its $95 million  revolving bank credit
facility,  which has  matured by its terms.  That  agreement  provides  that the
lender will take no collection  action for 45 days,  extending for an additional
45 days (to a total of 90 days) if a letter of intent to  effectuate a change of
control has been entered into by IMC during the initial 45-day period.




                                        9

<PAGE>



In view of,  among  other  things,  reductions  in  available  cash  and  credit
resources,  IMC has retained an  investment  banker to advise it as to financial
and strategic  alternatives.  IMC is actively working with the investment banker
to seek a long-term investor in IMC or a sale or similar  transaction  resulting
in a change of control of IMC.

On November 30, 1998,  IMC  announced  that on November 27, 1998, it had entered
into a non-binding  letter of intent with Greenwich  Street Capital Partners II,
L.P. or its designated affiliate ("Greenwich").  Under the proposed transaction,
Greenwich  would  invest  sufficient  additional  equity in IMC and  arrange for
credit  facilities  to permit IMC to repay in full its  existing  bank loans and
credit facilities, and Greenwich would obtain newly issued stock equal to 95% of
the total  outstanding  equity  interests of IMC on a diluted  basis leaving the
existing common shareholders with 5% of the outstanding equity. No payment would
be made to IMC's common  shareholders in the proposed  transaction;  except that
the  letter of  intent  provides  for  warrants  to be  issued  to IMC's  common
shareholders  on terms not yet negotiated.  Under the letter of intent,  IMC may
continue to seek other buyers.

The proposed  transaction  is subject to a number of  conditions  including  the
negotiation and signing of a mutually agreeable definitive  agreement,  and that
IMC  continue  to  operate  in the  ordinary  course  of  business.  There is no
assurance  that a  definitive  agreement  will be executed or that the  proposed
transactions will be consummated,  and the letter of intent may be terminated by
either Greenwich or IMC at any time.

IMC believes  that the letter of intent with  Greenwich  satisfies  the extended
condition in the standstill  agreement  described  above and that the standstill
period  with its  warehouse  and  revolving  credit  lenders  will now extend to
mid-January, 1999. If the proposed transaction with Greenwich (or an alternative
transaction  with a third party) is not consummated by that date,  those lenders
would no longer be subject to their  standstill  agreements and would be free to
take action under their loan agreements.

As of November 30, 1998,  the market value of the IMC stock held by the Company,
based on the quoted market price per share,  was $945 thousand,  resulting in an
unrealized  loss,  net of tax, of $4.0 million.  This loss,  if realized,  would
represent a $.90 loss per share.

Management of the Company  cannot  presently  predict what effect the actions of
IMC, as described above, will have on the collectibility of the outstanding line
of credit and recoverability of their equity investment.

(6)   Recent Account Pronouncements

In October  1998,  the FASB issued  SFAS 134,  "Accounting  for  Mortgage-Backed
Securities  Retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise, an amendment of FASB Statement No. 65". Statement
No. 65, Accounting for

                                       10

<PAGE>



Certain  Mortgage  Banking  Activities,  establishes  accounting  and  reporting
standards  for certain  activities  of mortgage  banking  enterprises  and other
enterprises  that  conduct  operations  that are  substantially  similar  to the
primary  operations of a mortgage  banking  enterprise.  This Statement  further
amends Statement 65 to require that after the  securitization  of mortgage loans
held for sale, an entity  engaged in mortgage  banking  activities  classify the
resulting  mortgage-backed  securities or other retained  interests based on its
ability and intent to sell or hold those  investments.  This Statement  shall be
effective for the first fiscal quarter  beginning after December 15, 1998. Early
application is encouraged and is permitted as of the issuance of this Statement.
The Company expects the adoption of this statement to have no material impact on
their financial position or results of operations.

In February 1998, the FASB issued  Statement of Financial  Accounting  Standards
No.  132  "Employers'   Disclosures  about  Pensions  and  Other  Postretirement
Benefits"   ("Statement  No.  132").   Statement  No.  132  revises   employers'
disclosures about pension and other  postretirement  benefits plans. It does not
change the  measurement  or  recognition  of those plans.  It  standardizes  the
disclosure  requirements for pensions and other  postretirement  benefits to the
extent practicable,  requires  additional  information in changes in the benefit
obligations  and fair  value  of plan  assets  that  will  facilitate  financial
analysis,  and eliminates  certain required  disclosures of previous  accounting
pronouncements.

Statement No. 132 is effective  for fiscal years  beginning  after  December 15,
1997. Earlier application is encouraged.  Restatement of disclosures for earlier
periods provided for comparative  purposes is required unless the information is
not readily available. As Statement No. 132 affects disclosure requirements,  it
is not expected to have an impact on the financial statements of the Company.

On June 1998, the FASB issued  Statement of Financial  Accounting  Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities"  ("Statement
No. 133").  This statement  establishes  accounting and reporting  standards for
derivative instruments and for hedging activities.  Statement No. 133 supersedes
the disclosure requirements in Statements No. 80, 105 and 119. This statement is
effective for periods  beginning  after June 15, 1999. The adoption of Statement
No. 133 is not expected to have a material  impact on the financial  position or
results of the Company.

(7)      Management Stock Bonus Plans ("MSBP")

During the first quarter ended October 31, 1998, the Company issued an aggregate
of 194,000  restricted shares under the MSBP to its officers and directors.  The
newly issued MSBPs began vesting at the rate of 20% per year on August 28, 1998.
The restricted shares under the MSBP become  immediately  vested in the event of
death, disability, or a "change of control" of the Company or the Savings Bank.


                                       11

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview
--------

Lakeview  Financial  Corp. (the "Company") is organized as a unitary savings and
loan holding company and owns all of the  outstanding  capital stock of Lakeview
Savings  Bank  (the  "Savings  Bank").  The  business  of the  Savings  Bank and
therefore,  the Company,  is the  acceptance of deposits from the general public
and the origination  and purchase of mortgage loans in Northern New Jersey.  The
Savings Bank has eleven office locations located in Bergen and Passaic Counties,
New Jersey.  The Company also has  investments  in three  service  corporations,
Branchview, Inc., LVS, Inc. and Lakeview Mortgage Depot, Inc.

Comparison of Financial Condition at October 31, 1998 and July 31, 1998
-----------------------------------------------------------------------

Total assets decreased $21.0 million,  or 3.5%, to $572.9 million at October 31,
1998,  from $593.9 million at July 31, 1998. The decrease was primarily due to a
decrease in  securities  available  for sale of $15.4  million,  $2.6 million in
mortgage-backed  securities held to maturity,  and $6.6 million in cash and cash
equivalents  offsetting the increase of $3.1 million in other assets. Funds from
cash and cash equivalents and  mortgage-backed  securities were used to pay down
borrowings.

Securities  available  for sale  decreased  $15.4  million  to $22.5  million at
October 31, 1998 from $37.9  million at July 31,  1998.  The decrease was mainly
attributable to $51.1 million in sales,  $452 thousand of principal  repayments,
and a $12.8 million  decrease in market,  offset by purchases of $49.0  million.
The  decrease  in  market  value in  securities  available  for  sale is  mainly
attributed to the carrying value of Branchview's investment in Industry Mortgage
Company ("IMC"),  which consists of 1,511,856 shares of common stock. At October
31, 1998,  the market value  decreased  $12.8 million to $3.0 million from $15.8
million at July 31, 1998.  The cost basis of IMC was $7.1 million at October 31,
1998. During the three months ended October 31, 1998, 150,000 shares of IMC were
sold for a loss of  $554,000.  The decrease in market  value was  partially  the
result of  unfavorable  market  conditions in the  non-conforming  mortgage loan
industry and specific  actions taken by IMC.  Further,  as of November 30, 1998,
the market value of the IMC stock was $945 thousand,  resulting in an unrealized
loss,  net of tax, of $4.0 million.  This loss, if realized,  would  represent a
$.90 loss per share. See Note 5 to the Consolidated Financial Statements.

Other assets  increased  $3.1  million,  or 92.8% to $6.5 million at October 31,
1998 from $3.4 million at July 31, 1998. The increase was mainly attributed to a
$4.0 million deferred tax asset which resulted from the decrease in market value
of securities available for sale during the three months ended October 31, 1998.




                                       12

<PAGE>



Cash and cash equivalents  decreased $6.6 million, or 13.5%, to $42.1 million at
October 31, 1998,  from $48.7 million at July 31, 1998. The decrease was used to
pay down borrowings.

Borrowings  decreased  $9.1  million or 14.1%,  to $55.8  million at October 31,
1998,  from $64.9  million at July 31,  1998.  The  decrease in  borrowings  was
provided by decreases in cash and cash  equivalents and principal  repayments of
mortgage-backed securities held to maturity.

Comparison of Operating Results For The Three Months Ended October 31, 1998
---------------------------------------------------------------------------
and 1997
--------

Interest Income:  Total interest income increased $1.0 million or 11.6% to $10.0
million for the three  months ended  October 31, 1998,  compared to $9.0 million
for the comparable 1997 period.  Average interest earning assets increased $62.4
million to $542.0 million for the three month period in 1998 from $479.6 million
for the  comparable  1997 period.  The increase  reflects an increase in average
loans of $61.2 million, average investments and mortgage-backed  securities held
to  maturity  of  $59.2  million  offset  by  a  decrease  in  investments   and
mortgage-backed securities available for sale of $58.0 million.

Interest  Expense:  Total interest  expense  increased $704 thousand or 15.2% to
$5.3  million for the three  months  ended  October  31,  1998  compared to $4.6
million for the comparable  1997 period.  Average  interest-bearing  liabilities
increased  $79.8  million to $499.0  million for the three month  period in 1998
from $419.2 million for the comparable  1997 period.  Of this increase,  average
deposits increased $79.1 million and average borrowings increased $755 thousand.

Net Interest Income: Net interest income increased $338 thousand or 7.8% to $4.7
million for the three months ended October 31, 1998 compared to $4.3 million for
the comparable 1997 period.  During the three months ended October 31, 1998, the
Company's  interest  rate spread  increased to 3.11%,  compared to 3.06% for the
same period in 1997. A 14 basis point decline in the cost of funds offset by a 9
basis point  decrease in the yield on earning  assets was the primary reason for
the increase.

Provision For Loan Losses: The provision for loan losses decreased $76 thousand,
or 25.3%,  to $225,000 for the three months ended October 31, 1998,  compared to
$301,000  for the same period  ended  October  30,  1997.  Management  regularly
accesses the credit risk of the loan portfolio based on information available at
such  times,  including  trends in the local  real  estate  market and levels of
non-performing loans and assets. The assessment of the adequacy of the allowance
for loan losses involves  subjective  judgement regarding future events and thus
there can be no assurance that additional provisions for loan losses will not be
required in future periods.


                                       13

<PAGE>




Other Income:  Other income  increased  $3.3 million during the first quarter of
1998 to $4.1 million, from $745,000. The increase is primarily attributable to a
$3.3 million gain from securities  available for sale for the three months ended
October 31,  1998.  The gain on sale of  securities  for the three  months ended
October 31,  1998 is not  necessarily  indicative  of the results for the fiscal
year ended July 31, 1999.

Other Expense:  Other expense increased $607 thousand, or 21.5%, to $3.4 million
for the three  months ended  October 31,  1998,  from $2.8 million for the three
months ended October 31, 1997.  Compensation  increased $172  thousand,  to $1.7
million at October 31, 1998 as compared to $1.5 million at October 31, 1997. The
increase was mainly  attributable to the increased staff of the Company with the
merger of Westwood  and the Bank's new branch  office  which opened in September
1998, in Fairview,  New Jersey. Office occupancy and equipment expense increased
$92 thousand, or 39.8% to $323 thousand from $231 thousand in 1997. The increase
is mainly  attributable to the two (2) branches  associated with the acquisition
of Westwood and the opening of a new branch in August 1998.  Amortization of the
excess of cost over fair value of net assets acquired increased $197 thousand or
59.7% to $527  thousand  from $330  thousand in 1997.  The  increase  was mainly
attributable to the goodwill associated with the acquisition of Westwood.

Year 2000 Compliance Issues
---------------------------

During fiscal 1998, the Company adopted a Year 2000 Compliance Plan (the "Plan")
and  established  a  Year  2000  Compliance  Committee  (the  "Committee").  The
objectives  of the Plan and the Committee are to prepare the Company for the new
millennium.  As recommended by the Federal  Financial  Institutions  Examination
Council,  the Plan  encompasses  the following  phases:  Awareness,  Assessment,
Renovation, Validation and Implementation.  These phases will enable the Company
to identify risks, develop an action plan, perform adequate testing and complete
certification that its processing systems will be Year 2000 ready.  Execution of
the Plan is  currently  on target.  The Company is  currently  in the process of
developing a Contingency  Plan (the "Plan")  specific to the Year 2000. The Plan
will address the actions that would be undertaken if critical business functions
cannot be carried out in the normal manner upon entering the next century due to
the computer system or supplier failure.

Costs will be incurred due to the  replacement of  non-compiant  teller hardware
and software.  The Company does not  anticipate  that hte related  overall costs
will be material in any single  year.  No  assurance  can be given that the Year
2000 Compliance  Plan will be completed  successfully by the Year 2000, in which
event the Company could incur significant costs.



                                       14

<PAGE>



Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including  the  progress  and  results of the
Company's  third-party  service  provider,   testing  plans,  and  all  vendors,
suppliers and customer readiness.

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,  1998,  cash  and cash
equivalents totaled $42.1 million.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of October  31,  1998,  the Savings  Bank had
commitments to fund loans of $6.2 million.

The Savings Bank had leverage,  Tier 1, and  risk-based  capital ratios of 5.0%,
8.7%,  and 10.0% at October  31,  1998,  which  exceeded  the FDIC's  respective
minimum requirements of 4.00%, 4.00% and 8.00%.

Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------

There were no  significant  changes for the three months ended  October 31, 1998
from the  information  presented in the annual  report on Form 10-K for the year
ended July 31, 1998, concerning  quantitative and qualitative  disclosures about
market risk.

                                       15

<PAGE>



                    LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

                  From  time to  time,  the  Savings  Bank is a party  to  legal
                  proceedings  in the  ordinary  course of  business  wherein it
                  enforces   its  security   interest  in  loans.   Neither  the
                  Registrant  nor the  Savings  Bank was  engaged  in any  legal
                  proceeding of a material nature as of October 31, 1998.

ITEM 2.           CHANGES IN SECURITIES

                  Not applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

ITEM 5.           OTHER MATERIALLY IMPORTANT EVENTS

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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



                                       16

<PAGE>



                                   SIGNATURES

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


                                                Lakeview Financial Corp.


Date:  December 15, 1998                         /s/ Kevin J. Coogan
                                                ------------------------
                                                     Kevin J. Coogan
                                                   President and CEO
                                              (Principal Executive Officer)






Date:  December 15, 1998                         /s/ Anthony G. Gallo
                                               ------------------------
                                                    Anthony G. Gallo
                                                 Vice President and CFO
                                              (Principal Financial Officer)

                                       17