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, 1999

                                       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)

                                 (973) 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: March 1, 1999
                                                    -------------

  Class                                                         Outstanding   
---------                                                     ---------------- 
$2.00 par value common stock                                  4,873,938 shares


<PAGE>


                    LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES

                                    CONTENTS

PART I - FINANCIAL INFORMATION                                            Page

Item 1:  Financial Statements

         Unaudited Consolidated Balance Sheets as of
         January 31, 1999 and July 31, 1998                                 3

         Unaudited Consolidated Statements of (Loss) Income for the
         Three Months Ended January 31, 1999 and 1998                       4

         Unaudited Consolidated Statements of (Loss) Income for the
         Six Months Ended January 31, 1999 and 1998                         5

         Unaudited Consolidated Statements of Cash Flows for the Six
         Months Ended January 31, 1999 and 1998                             6

         Notes to Unaudited Consolidated Financial Statements               8

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

Item 3:  Quantitative and Qualitative Disclosure About Market Risk          17

PART II- OTHER INFORMATION

Item 1:  Legal Proceedings                                                  18

Item 2:  Changes in Securities                                              18

Item 3:  Defaults Upon Senior Securities                                    18

Item 4:  Submission of Matters to a Vote of Security Holders                18

Item 5:  Other Information                                                  18

Item 6:  Exhibits and Reports on Form 8-K                                   18

Signatures                                                                  19


                                       2

<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 1999 AND JULY 31, 1998
----------------------------------------
(dollars in thousands except share data)                          (Unaudited)   (Unaudited)
                                                                 January 1999    July 1998
                                                                 ------------   -----------
<S>                                                              <C>          <C>      
Assets
------
Cash on hand and in banks                                          $  11,513    $   8,773
Federal funds sold                                                         0       39,900
                                                                   ---------    ---------
Total cash and cash equivalents                                       11,513       48,673

Investment securities held to maturity                               125,732       83,831
Securities available for sale                                         16,281       37,867
Mortgage-backed securities held to maturity                           89,368      101,771
Loans receivable, net                                                287,220      286,869
Real estate owned, net                                                   342          505
Federal Home Loan Bank of New York stock, at cost                      4,626        4,626
Accrued interest receivable                                            3,134        3,068
Office properties and equipment, net                                   4,724        4,623
Excess of cost over fair value of assets acquired, net                17,590       18,643
Net deferred tax asset                                                 4,825            0   
Other assets                                                           7,823        3,380
                                                                   ---------    ---------
Total assets                                                       $ 573,178    $ 593,856
                                                                   =========    =========
Liabilities and Stockholders' Equity
------------------------------------
Deposits                                                           $ 462,133    $ 456,880
Borrowings                                                            48,206       64,928
Borrowings - Employee Stock Option Plan (ESOP)                         8,300        8,783
Advance payments by borrowers for taxes and insurance                  2,951        2,934
Other liabilities                                                      2,016        3,724
                                                                   ---------    ---------
Total liabilities                                                    523,606      537,249

Stockholders' Equity
--------------------
Common stock: $2.00 par value; authorized 10,000,000 shares,
  issued 6,441,504 shares and outstanding 4,873,938 shares at
  January 31, 1999 and 4,880,268 shares at July 31, 1998              12,883       12,883
Additional paid-in capital                                            31,883       30,905
Retained income                                                       26,911       30,500
Accumulated other comprehensive (loss) income                           (170)       5,306
Treasury stock at cost, 1,567,566 at January 31, 1999 and
  1,561,236 at July 31, 1998                                         (13,230)     (13,343)
Unallocated ESOP shares                                               (8,705)      (8,893)
Unallocated Management Stock Bonus Plan (MSBP) shares                      0         (751)
                                                                   ---------    ---------
Total stockholders' equity                                            49,572       56,607

Total liabilities and stockholders' equity                         $ 573,178    $ 593,856
                                                                   =========    =========
Stated book value per share                                        $   10.17    $   11.60
Tangible book value per share                                      $    6.56    $    7.78

</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------
   
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
----------------------------------------------------
(dollars in thousands except share data)                                      (Unaudited)  (Unaudited)
                                                                                 1999           1998
                                                                             -----------   ------------
<S>                                                                         <C>            <C>        
Interest income:
 Loans receivable                                                            $     6,143    $     5,150
 Mortgage-backed securities held to maturity                                       1,497          1,556
 Investment securities held to maturity and federal funds                          2,185            947
 Securities available for sale                                                       230          1,030
                                                                             -----------    -----------   
   Total interest income                                                          10,055          8,683
                         
Interest expense:
 Deposits                                                                          4,292          3,527
 Borrowings                                                                          860          1,137
                                                                             -----------    -----------   
   Total interest expense                                                          5,152          4,664

Net interest income                                                                4,903          4,019
 Provision for loan losses                                                           225            300
                                                                             -----------    -----------   
Net interest income after provision for loan losses                                4,678          3,719

Other (expense) income:
 Loan fees and service charges                                                       401            344
 Net realized gains on sale of securities                                             91          2,425
 Write down on securities available for sale                                      (7,687)          --   
 Gains on sale of loans originated for sale                                          196            449
 Other operating income                                                              131            153
                                                                             -----------    -----------   
   Total other (expense) income                                                   (6,868)         3,371

Other expense:
 Compensation and employee benefits                                                1,887          1,542
 Office occupancy and equipment expense                                              326            226
 Net loss from real estate owned                                                      28            112
 Other operating expense                                                             915            817
 Amortization of the excess of cost over fair value of net assets acquired           527            330
                                                                             -----------    -----------   
   Total other expense                                                             3,683          3,027

(Loss) income before income tax (benefit) expense                                 (5,873)         4,063
 Income tax (benefit) expense                                                     (1,922)         1,515
                                                                             -----------    -----------   
Net (loss) income                                                            ($    3,951)   $     2,548
                                                                              ===========    ==========
Net (loss) income per share:
 Basic                                                                       ($     0.95)   $      0.75
 Diluted                                                                     ($     0.89)   $      0.63

Weighted average number of shares outstanding:
 Basic                                                                         4,174,014      3,413,557
 Diluted                                                                       4,421,949      4,072,682
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENTS OF (LOSS) INCOME 
FOR THE SIX MONTHS ENDED JANUARY 31, 1999 AND 1998
--------------------------------------------------
(dollars in thousands except share data)                                     (Unaudited)   (Unaudited)
                                                                                 1999          1998
                                                                              ----------    ---------
<S>                                                                            <C>          <C>    
Interest income:
 Loans receivable                                                                $12,335      $10,333
 Mortgage-backed securities held to maturity                                       3,140        3,192
 Investment securities held to maturity and federal funds                          3,993        1,885
 Securities available for sale                                                       600        2,244
                                                                                --------     --------
   Total interest income                                                          20,068       17,654

Interest expense:
 Deposits                                                                          8,572        7,095
 Borrowings                                                                        1,920        2,205
                                                                                --------     --------
   Total interest expense                                                         10,492        9,300

Net interest income                                                                9,576        8,354
 Provision for loan losses                                                           450          601
                                                                                --------     --------
Net interest income after provision for loan losses                                9,126        7,753

Other (expense) income:
 Loan fees and service charges                                                       806          667
 Net realized gains on sale of securities                                          3,392        2,412
 Write down on securities available for sale                                      (7,687)         -  
 Gains on sale of loans originated for sale                                          431          741
 Other operating income                                                              278          297
                                                                                --------     --------
   Total other (expense) income                                                   (2,780)       4,117

Other expense:
 Compensation and employee benefits                                                3,567        3,051
 Office occupancy and equipment expense                                              650          456
 Net loss from real estate owned                                                      63          154
 Other operating expense                                                           1,781        1,530
 Amortization of the excess of cost over fair value of net assets acquired         1,053          660
                                                                                --------     --------
   Total other expense                                                             7,114        5,851
                                                                                           
(Loss) income before income tax (benefit) expense                                   (768)       6,019
 Income tax (benefit) expense                                                        (12)       2,205
                                                                                --------     --------
Net (loss) income                                                                  ($756)      $3,814
                                                                                ========     ========
Net (loss) income per share:
 Basic                                                                            ($0.18)       $1.06
 Diluted                                                                          ($0.17)       $0.90

Weighted average number of shares outstanding:
 Basic                                                                         4,193,102    3,589,622
 Diluted                                                                       4,468,891    4,234,288

</TABLE>


                                       5

                                 
<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JANUARY 31, 1999 AND 1998 
-------------------------------------------------- 

(dollars in thousands)                                                           (Unaudited)          (Unaudited)
                                                                                     1999                 1998
                                                                                  ----------          -----------
<S>                                                                               <C>                   <C>    
Cash flows from operating activities:
    Net (loss) income                                                                ($756)              $3,814
Adjustment to reconcile net income to net cash (used in)
 provided by operating activities :
    Amortization of excess of cost over fair value of assets acquired                1,053                  660
    Amortization of discounts and premiums, net                                     (2,231)                (655)
    Provision for loan losses                                                          450                  601
    Provision for losses on real estate owned                                           15                   33
    (Gain) loss on sale of real estate owned                                           (19)                   4
    Net realized gain on sale of securities available for sale                      (3,284)              (2,256)
    Net realized gain on sale of trading securities                                   (108)                (156)
    Gains on sale of loans originated for sale                                        (431)                (741)
    Purchase of trading securities                                                  (7,963)             (10,548)
    Proceeds from sale of trading securities                                         8,071               10,704
    Writedown on securities avalable for sale                                        7,687                    -
    Loans originated for sale                                                      (13,765)             (12,286)
    Proceeds from sales of loans originated for sale                                14,196               13,027
    (Increase) decrease in accrued interest receivable                                 (66)                 474
    Decrease in deferred loan fees                                                     (17)                 (10)
    (Increase) decrease in other assets                                             (4,443)                  32
    Increase in net deferred asset                                                  (4,825)                   -
    Amortization of ESOP shares                                                        233                1,237
    Amortization of MSBP shares                                                      1,744                  231
    (Decrease) increase in other liabilities                                         1,285                  (11)
    Depreciation expense, net                                                          234                  156
                                                                                  --------             --------
            Net cash (used in) provided by operating activities:                    (2,940)               4,310

Cash flows from investing activities:
    Loan origination net of principal payments                                        (770)             (15,056)
    Purchase of Federal Home Loan Bank stock                                             -                 (500)
    Purchase of securities available for sale                                      (45,671)             (23,454)
    Proceeds from sale of securities available for sale                             50,426               17,411
    Proceeds from maturity of securities available for sale                          3,000               22,968
    Principal payments on securities available for sale                                904                1,098
    Purchase of investment securities held to maturity                             (70,028)              (5,830)
    Proceeds from maturity of investment securities held to maturity                30,096               15,945
    Purchase of mortgage-backed securities held to maturity                         (5,000)                   -
    Principal payments on mortgage-backed securities held to maturity               17,519                8,891
    Proceeds from sale of real estate owned                                            167                  339
    Increase in office properties and equipment                                       (335)                 (94)
                                                                                  ---------            ---------
              Net cash (used in) provided by investing activities                  (19,692)              21,718

</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>

LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE SIX MONTHS ENDED JANUARY 31, 1999 AND 1998                                                       
(dollars in thousands)                                                           (Unaudited)          (Unaudited)
                                                                                    1999                 1998
                                                                                 ---------             ----------
<S>                                                                              <C>                   <C>    
Cash flows from financing activities:
    Increase (decrease) in deposits                                                  5,381              (10,128)
    Decrease in borrowings                                                         (17,205)              (2,977)
    Increase in advance payments by borrowers for taxes, net                            17                  332                  
    Purchase of treasury stock                                                      (2,809)             (10,214)
    Exercise of stock options                                                          677                  144
    Sale of common stock by ESOP                                                         0               (2,793)
    Purchase of common stock by ESOP                                                     0                2,326
    Cash dividends paid                                                               (589)                (270)
                                                                                   -------              -------
              Net cash used in financing activities                                (14,528)             (23,580)

              Net change in cash and cash equivalents                              (37,160)               2,448
Cash and cash equivalents at beginning of period                                    48,673                5,400
                                                                                   -------              -------
Cash and cash equivalents at end of period                                         $11,513               $7,848
                                                                                   =======              ========
Cash paid during period for:

                             Interest on deposits                                   $8,782               $6,877
                             Income taxes                                           $1,250               $1,623

Supplemental disclosures of non-cash investing activities:

                             Transfer of loans receivable to real estate owned      $    0               $  220
 
</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 active  subsidiaries,  Lakeview Savings
Bank (the "Savings  Bank"),  Branchview,  Inc.,  LVS, Inc.,  LISI,  Inc.,  North
Properties,  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  consolidated  balance  sheets,
statements of (loss)  income,  and  statements 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 and six months ended
January  31, 1999 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)      Merger Agreement

On December 16, 1998,  Dime  Bancorp,  Inc.  (the  "Dime"),  New York,  New York
announced  it had entered  into a  definitive  agreement to acquire the Company.
Under the terms of the  agreement,  holders of the  Company's  common  stock may
elect to receive  either 0.9 of a share of Dime  common  stock or $24.26 in cash
for  each  outstanding  share  of  the  Company's  common  stock,  subject  to a
requirement that, in the aggregate, 65% of the Company's outstanding shares will
be exchanged  for Dime common stock and the  remaining  shares will be exchanged
for cash.  The  elections  of the  Company's  shareholders  will be  subject  to
allocation  and  pro-ration  if  either  type  of the  merger  consideration  is
over-subscribed.  The transaction is expected to close during the second quarter
of calendar 1999.

(3)  Net (Loss) Income Per Share

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


                                       8
<PAGE>



                                        For the three           For the six
                                        months ended            months ended
                                        January 31               January 31    
                                   --------------------      -----------------
                                      1999       1998        1999        1998
Weighted Average Number
  of Common Shares
  Outstanding - Basic              4,174,014   3,413,557   4,193,102   3,589,622
Effective of Dilutive Securities
 Qualified Stock Options                 654     371,266         565     364,776
 Non-Qualified Stock Options         200,167     249,351     204,554     242,093
 MSBP Shares                          47,114      38,508      70,670      37,797
                                   ---------   ---------   ---------   ---------

Weighted Average Number
 of Common Shares
 Outstanding - Diluted             4,421,949   4,072,682   4,468,891   4,234,288
                                   =========   =========   =========   =========

(4) Comprehensive Income

Effective  August 1, 1998,  the Company  adopted the  provisions of Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income (ASFAS
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).

                        For the three         For the six
                         months ended         months ended
                          January 31           January 31    
                       ----------------     -----------------
                        1999      1998        1999       1998

Total Comprehensive
Loss                  $  (798)   $(6,852)   $(6,232)   $(5,753)


                                       9
<PAGE>


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

Non performing assets at January 31, 1999, and July 31, 1998, are as follows, in
thousands:


                                   January 31, 1999     July 31,1998
                                   ----------------     ------------

Non accrual loans                       $3,526              $2,794
Real estate owned, net                     342                 505
                                        ------              ------
Total non-performing assets             $3,868              $3,299
                                        ======              ======

Non-accrual loans as a percentage
         of total loans                   1.23%                .97%

Non-performing assets as a percentage
         of total assets                   .67%                .56%

An analysis of the  allowance  for loan  losses for the six month  period  ended
January 31, 1999 and 1998 is as follows, in thousands:

                                          For the six          For the six
                                          months ended        months ended
                                        January 31, 1999    January 31, 1998
                                        ----------------    ----------------

Balance at beginning of period               $4,478               $3,411
Provision charged to operations                 450                  601
Charge-offs                                    (160)                (587)
Recoveries                                       60                   18
                                             ------               ------
Balance at end of period                     $4,828               $3,443
                                             ======               ======

(6)      Other Events

As previously disclosed, the Company, including its subsidiary Branchview, Inc.,
had an equity  investment  with a cost  basis of $7.7  million  in IMC  Mortgage
Company  ("IMC").  As of January 31, 1999, the market value of the IMC stock was
$679,000,  resulting in an unrealized loss, net of tax, of $7.0 million. Because
of the following  events,  management  determined that its investment in IMC was
permanently  impaired and  recognized a loss,  net of tax, of $5.1  million,  or
$1.15 per diluted share.

As previously disclosed,  on October 16, 1998, IMC entered into a loan agreement
(the  "Greenwich Loan  Agreement")  with Greenwich and certain of its affiliates
that provided IMC a $33 million standby  revolving  credit facility for a period
of up to 90  days.  In  consideration  for  providing  the  facility,  Greenwich
received,  among other things,  exchangeable  preferred stock  representing  the
equivalent of 40% of IMC's common stock.



                                       10
<PAGE>

The Greenwich Loan Agreement provides that under certain circumstances, upon IMC
entering into a definitive  agreement  which  effectuates a change of control of
IMC,  Greenwich may elect either to (a) receive  repayment of the loan facility,
plus accrued  interest at 10% per annum,  and a take-out premium or (b) exchange
its loans for additional  exchangeable preferred stock. The additional preferred
stock that would be issued to Greenwich would represent the equivalent of 50% of
the IMC common stock  outstanding (in addition to the 40% issued to Greenwich on
execution of the Greenwich Loan Agreement).  If Greenwich and IMC consummate the
transactions contemplated by the Merger Agreement, the Merger will supersede any
rights  Greenwich has under the Greenwich  Loan  Agreement to exchange its loans
for equity in IMC or to receive the premium on  repayment  of the loan  facility
contemplated by the Greenwich Loan Agreement.

Also as  previously  disclosed,  on October 16,  1998,  IMC had entered  into an
intercreditor  agreement with a lender under its revolving bank credit facility.
On February 18,  1999,  Greenwich  purchased at a discount  from that lender its
interests in the revolving credit facility, which, on that date, had a principal
amount outstanding of $87.5 million.

Simultaneously  with the  execution  of the Merger  Agreement,  IMC entered into
amended and restated intercreditor  agreements with three of its major warehouse
lenders and with Greenwich  relating to the revolving credit bank facility,  the
Greenwich Loan Agreement and the Amendment.  Under those agreements, the lenders
agreed  to keep  their  respective  facilities  in place  for a period  of up to
seventeen months if the Merger is consummated  within five months. If the Merger
is not consummated within a five-month period,  after that period, those lenders
would no longer be subject  to the  requirements  of the  amended  and  restated
intercreditor  agreements  and would be free to take action,  if desired,  under
their respective loan agreements.

IMC entered into an Agreement and Plan of Merger (the "Merger  Agreement")  with
Greenwich  Street  Capital  Partners  II,  L.P.   ("Greenwich")   and  IMC  1999
Acquisition  Co.,  Inc.,  a  subsidiary  owned by  Greenwich  and certain of its
affiliates  ("Merger  Sub"), on February 19, 1999.  Under the Merger  Agreement,
Merger  Sub will  merge  with and into IMC (the  "Merger").  As a result  of the
Merger,  Greenwich  will receive newly issued IMC common stock equal to 93.5% of
the total common stock on a fully  diluted  basis,  leaving the existing  common
shareholders of IMC with 6.5% of the common stock  outstanding after the Merger.
No payment will be made to IMC's common  shareholders in this transaction.  Upon
the  consummation  of the Merger,  Greenwich  will enter into an  amendment  and
restatement of its existing loan agreement with IMC, pursuant to which Greenwich
will  make  available  to IMC an  additional  $40  million  in  working  capital
facilities, which includes $5 million that was made available to IMC pursuant to
an amendment, dated as of February 11, 1999 (the "Amendment"),  to the Greenwich
Loan  Agreement  ( as  defined  below).  The  Merger is  subject  to a number of
conditions including approval by IMC's shareholders.  There is no assurance that
this transaction will be consummated.

                                       11
<PAGE>


The  Company  has an  unsecured  line of  credit to IMC for $5.9  million  as of
January 31, 1999. The Company can not presently  predict what effect the actions
of IMC, as described above,  will have on the  collectibility of the outstanding
line of credit.

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.

On December 16, 1998,  Dime  Bancorp,  Inc.  (the  "Dime"),  New York,  New York
announced  it had entered  into a  definitive  agreement to acquire the Company.
Under the terms of the  agreement,  holders of the  Company's  common  stock may
elect to receive  either 0.9 of a share of Dime  common  stock or $24.26 in cash
for  each  outstanding  share  of  the  Company's  common  stock,  subject  to a
requirement that, in the aggregate, 65% of the Company's outstanding shares will
be exchanged  for Dime common stock and the  remaining  shares will be exchanged
for cash.  The  elections  of the  Company's  shareholders  will be  subject  to
allocation  and  pro-ration  if  either  type  of the  merger  consideration  is
over-subscribed. The transaction is expected to close during the second calendar
quarter of 1999.

For the three and six months ended January 31, 1999, the Company  incurred a net
loss  of  approximately  $3,951,000  and  $756,000,   respectively.   Management
determined  that its  investment  in IMC  Mortgage Co.  ("IMC") was  permanently
impaired  and  recognized  a loss (net of taxes) of $5.1  million,  or $1.15 per
diluted share. See Note 6 to the Unaudited  Consolidated  Financial  Statements.
Without the recognition of the permanent  impairment of the IMC investment,  the
Company  would have  recognized  net  income for the three and six months  ended
January 31, 1999, of $1.1  million,  or $.26 per diluted share and $4.3 million,
or $.97, per diluted share, respectively.

Comparison of Financial Condition at January 31, 1999 and July 31, 1998
-----------------------------------------------------------------------

Total assets decreased $20.7 million,  or 3.5%, to $573.2 million at January 31,
1999, from $593.9 million at July 31, 1998.


                                       12
<PAGE>


The investment securities held to maturity increased $41.9 million, or 50.0%, to
$125.7  million at January 31,  1999 from $83.8  million at July 31,  1998.  The
increase  was due to $70.0  million of purchases  and  accretion of discounts of
$2.0 million, offset by maturities of $30.1 million.

Securities  available  for sale  decreased  $21.6  million,  or 57.0%,  to $16.3
million at January 31, 1999 from $37.9  million at July 31,  1998.  Of the $21.6
million  decrease,  $16.6 million was  associated  with the IMC  investment,  as
discussed  herein.  $50.4  million  of sales,  $3.0  million  from  maturity  of
securities  in  the  portfolio,  and  $904  thousand  of  principal  repayments,
offsetting such decrease in the portfolio were $45.7 million in purchases.

Mortgage-backed  securities  decreased $12.4 million, or 12.2%, to $89.4 million
at January 31, 1999,  from $101.8 million at July 31, 1998.  This was attributed
to principal repayments of $17.5 million, offset by purchases of $5.0 million.

Cash and cash equivalents decreased $37.2 million, or 76.3%, to $11.5 million at
January 31, 1999,  from $48.7 million at July 31, 1998. The decrease was used to
pay down borrowings.

Borrowings  decreased  $16.7  million or 25.8%,  to $48.2 million at January 31,
1999,  from $64.9  million at July 31,  1998.  The  decrease in  borrowings  was
related to the 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 January 31, 1999 and
--------------------------------------------------------------------------------
1998
----

Interest Income:  Total interest income increased $1.4 million or 15.8% to $10.1
million for the three  months ended  January 31, 1999,  compared to $8.7 million
for the comparable 1998 period.  Average interest earning assets increased $58.1
million to $530.4 million for the three month period in 1999 from $472.3 million
for the  comparable  1998 period.  The increase  reflects an increase in average
loans of $53.6 million, average investments and mortgage-backed  securities held
to maturity of $75.4 million  offset by a decrease in  securities  available for
sale of $70.9 million.

Interest  Expense:  Total interest expense  increased  $488,000 or 10.5% to $5.2
million for the three months ended January 31, 1999 compared to $4.7 million for
the comparable 1998 period. Average interest-bearing liabilities increased $70.6
million to $493.8 million for the three month period in 1999 from $423.2 million
for the comparable 1998 period.  Of this increase,  average  deposits  increased
$87.1 million and average borrowings decreased $16.5 million.



                                       13
<PAGE>


Net Interest  Income:  Net interest income  increased  $884,000 or 22.0% to $4.9
million for the three months ended January 31, 1999 compared to $4.0 million for
the comparable 1998 period.  During the three months ended January 31, 1999, the
Company=s  interest  rate spread  decreased to 3.11%,  compared to 3.22% for the
same period in 1998. A 7 basis point  decline in the cost of funds and a 4 basis
point  increase in the yield on earning  assets was the  primary  reason for the
increase.  

Provision For Loan Losses: The provision for loan losses decreased  $75,000,  or
25.0%,  to $225,000  for the three months  ended  January 31, 1999,  compared to
$300,000  for the same period  ended  January  31,  1998.  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.

Other (Expense)  Income:  Other (expense)  income decreased $10.2 million during
the second  quarter of 1999 to an expense of $6.9  million,  from income of $3.4
million.  As discussed  herein,  the decline in other income was  primarily  the
result of the write-off of the IMC  investment.  

Other Expense:  Other expense increased $656,000,  or 21.7%, to $3.7 million for
the three months ended January 31, 1999,  from $3.0 million for the three months
ended January 31, 1998. Compensation increased $345,000, to $1.9 million for the
three  months  ended  January 31, 1999 as compared to $1.5 million for the three
months ended  January 31, 1998.  The  increase  was mainly  attributable  to the
increased  staff of the  Company  with the  merger of  Westwood,  the Bank=s new
branch  office  which  opened  in  September  1998,  in  Fairview,  New  Jersey.
Compensation  expense also increase due to the  acceleration  of the  Management
Stock  Bonus Plan  ("MSBP")  due to the  pending  merger  with the Dime.  Office
occupancy and equipment  expense increased  $100,000,  or 44.2% to $326,000 from
$226,000 in 1998. The increase is mainly attributable to the branches associated
with the  acquisition  of  Westwood  and the  opening of the new branch  office.
Amortization  of the  excess  of cost  over fair  value of net  assets  acquired
increased  $197,000 or 59.7% to $527,000 from $330,000 in 1998. The increase was
mainly attributable to the goodwill associated with the acquisition of Westwood.

Comparison  of Operating  Results For The Six Months Ended  January 31, 1999 and
--------------------------------------------------------------------------------
1998
----

Interest Income:  Total interest income increased $2.4 million or 13.7% to $20.1
million for the six months ended January 31, 1999, compared to $17.7 million for
the comparable  1998 period.  Average  interest  earning assets  increased $60.3
million to $536.2  million for the six month period in 1999 from $475.9  million
for the  comparable  1998 period.  The 


                                       14
<PAGE>

increase  reflects  an  increase  in  average  loans of $57.4  million,  average
investments  and  mortgage-backed  securities  held to maturity of $67.3 million
offset by a decrease in securities available for sale of $64.4 million.

Interest  Expense:  Total  interest  expense  increased $1.2 million or 12.8% to
$10.5 million for the six months ended January 31, 1999 compared to $9.3 million
for the comparable 1998 period. Average  interest-bearing  liabilities increased
$75.2  million to $496.4  million  for the six month  period in 1999 from $421.2
million for the  comparable  1998 period.  Of this  increase,  average  deposits
increased $83.1 million and average borrowings decreased $7.9 million.

Net Interest Income: Net interest income increased $1.2 million or 14.6% to $9.6
million for the six months ended  January 31, 1999  compared to $8.4 million for
the  comparable  1998 period.  During the six months ended January 31, 1999, the
Company=s  interest  rate spread  increased to 3.26%,  compared to 3.22% for the
same period in 1998. A 8 basis point  decline in the cost of funds offset by a 4
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 $151,000,  or
25.1%,  to  $450,000  for the six months  ended  January 31,  1999,  compared to
$601,000  for the same period  ended  January  31,  1998.  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.

Other (Expense) Income: Other (expense) income decreased $6.9 million during the
six months ended January 31, 1999 to an expense of $2.8 million,  from income of
$4.1 million for the same period in 1998. As discussed  herein,  the decline was
primarily from the write-off of the IMC investment.

Other Expense:  Other expense increased $1.3 million,  or 21.6%, to $7.1 million
for the six months ended January 31, 1999,  from $5.3 million for the six months
ended January 31, 1998. Compensation increased $516,000, to $3.6 million for the
six months ended January 31, 1999 as compared to $3.1 million for the six months
ended January 31, 1998.  The increase was mainly  attributable  to the increased
staff of the Company with the merger of Westwood,  the Bank=s new branch  office
which opened in September 1998, in Fairview,  New Jersey.  Compensation  expense
also increased due to the  acceleration  of the MSBP=s due to the pending merger
with the Dime.  Office occupancy and equipment expense  increased  $194,000,  or
42.5% to $650,000 from $456,000 in 1998. The increase is mainly  attributable to
the branches  associated with the acquisition of Westwood and the opening of the
new  branch  office.  Amortization  of the excess of cost over fair value of net
assets

                                       15
<PAGE>

acquired  increased $393,000 or 59.5% to $1.1 million from $660,000 in 1998. 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-compliant  teller hardware
and software.  The Company does not  anticipate  that the related  overall costs
will be  material  in any single  year.  As of January  31,  1999,  total  costs
incurred to date for the Year 2000 were $28,000.  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.

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 

                                       16
<PAGE>


given  period.  At January 31, 1999,  cash and cash  equivalents  totaled  $11.5
million.

The Savings Bank  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  As of January  31,  1999,  the Savings  Bank had
commitments to fund loans of $8.5 million.

The Savings Bank had leverage,  Tier 1, and  risk-based  capital ratios of 5.5%,
9.5%,  and 10.8% at January  31,  1999,  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 six months ended January 31, 1999 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.

                                       17
<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 January 31, 1999.

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).



<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 15, 1999

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






Date:  March 15, 1999                   /s/ Anthony G. Gallo
                                        --------------------------------------
                                        Anthony G. Gallo
                                        Vice President and CFO
                                       (Principal Financial Officer)





                                       19