FORM 10-QSB    
            SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549
    
    
     [X]    Quarterly Report Under Section 13 or 15 (d)     
            of the Securities Exchange Act of 1934            
           For Quarter Ended September 30, 1997
  
     [ ]    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 0-20886
  
                     OHSL FINANCIAL CORP. 
(Exact name of registrant as specified in its charter)
 
 DELAWARE                              31-1362390
(State of Incorporation)   (I.R.S. Employer Identification No.)

         5889 Bridgetown Road, Cincinnati,  Ohio
        (Address of principal executive office)

                         45248
                        (Zip Code)

                   (513) 574-3322
   (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all
reports required to  be filed by  Section 13 or 15 (d)  of the
Securities Exchange Act of 1934 during the preceding 12 months, and 
(2) has been subject to such filing requirements for the past 90
days.  Yes  X  No      

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 
    
    
   CLASS                 SHARES OUTSTANDING AT SEPTEMBER 30, 1997 

common stock, $.01 par value        1,196,017 

    
                         FORM 10-QSB

                          INDEX


Part I.  Financial Information:                            Page 
  Item 1.   Financial Statements 
    
  Consolidated Statements of Financial Condition           3-4 
  
  Consolidated Statements of Income                        5-6 
    
  Consolidated Statements of Changes in 
  Stockholders' Equity                                       7 
          
  Consolidated Statements of Cash Flows                      8 
    
  Notes to Consolidated Financial Statements              9-10     
   
 Item 2.   Management's Discussion and Analysis of 
 Financial Condition and Results of Operations          11-14 
    
Part II. Other Information: 
    
 Item 1.   Legal Proceedings                               15  
    
 Item 2.   Changes in Securities                           15  
    
Item 3.   Defaults upon Senior Securities                  15  
   
Item 4.   Submission of Matters to a Vote of 
          Security Holders                                 15
    
Item 5.   Other Information                                16 
    
Item 6.   Exhibits and Reports on Form 8-K                 16  
   
         Signatures                                        17   
    

<TABLE>

              PART I:  FINANCIAL INFORMATION          
              ITEM 1:  FINANCIAL STATEMENTS
                  OHSL FINANCIAL CORP.
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 
                 (Dollars in thousands)
<CAPTION>

                                September 30,      December 31, 
                                    1997               1996    
<S>                               <C>            <C>
ASSETS 
Cash and due from banks           $    2,192     $    4,680 
Short-term investments                 8,397          3,693
                                   ---------      ---------
Cash and cash equivalents             10,589          8,373 
Interest-bearing balances with 
financial institutions                   100            100 
Held-to-maturity securities (market 
value of $35,633 and $28,953)         35,592         29,162 
Available-for-sale securities         11,101         13,969 
Loans held for sale                    2,009            436 
Loans receivable-net                 169,080        158,021 
Office properties and equipment-net    2,239          2,398 
Federal Home Loan Bank stock, at cost  1,601          1,518 
Accrued interest receivable            1,522          1,371 
Other assets                             767            320  
                                   ---------      ---------
Total Assets                      $  234,600     $  215,668
                                   =========      =========
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
LIABILITIES 
Deposits                          $  181,319     $  169,486 
Advances from Federal Home Loan Bank  25,749         19,116 
Accrued interest payable                 309            215 
Advances from borrowers for taxes 
and insurance                            476            690 
Other liabilities                      1,128            965  
                                   ---------      ---------
Total Liabilities                 $  208,981     $  190,472 

</TABLE>



<TABLE>
                PART I:  FINANCIAL INFORMATION
                ITEM 1:  FINANCIAL STATEMENTS
                     OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
       (Dollars in thousands except per share data)

<CAPTION>
                                                     September 30,      December 31, 
                                                          1997               1996    
<S>                                                <C>                 <C>
STOCKHOLDERS' EQUITY 
Common stock, $ .01 par value, 3,500,000 
shares authorized, 1,414,541 shares 
issued at September 30, 1997 and 1,401,611  
shares issued at December 31, 1996                 $       14          $       14
Additional paid-in capital                             13,913              13,652
Retained earnings                                      15,588              14,839
Unamortized cost of bank incentive plan                    (4)                (15)
Unearned shares held by employee 
stock ownership plan                                     (400)               (475) 
Treasury stock (178,970 and 147,351 
shares at cost)                                        (3,473)             (2,751)
Net unrealized gain/(loss) on 
available-for-sale securities                             (19)                (68)
                                                    ---------          -----------
Total Stockholders' Equity                             25,619              25,196
                                                    ---------          -----------

Total Liabilities and 
Stockholders' Equity                               $  234,600          $  215,668
                                                    =========          ===========
</TABLE>
    See accompanying notes to consolidated financial statements.
    

<TABLE>
                         PART I:  FINANCIAL INFORMATION
                         ITEM 1:  FINANCIAL STATEMENTS
                             OHSL FINANCIAL CORP.
                      CONSOLIDATED STATEMENTS OF INCOME
                   (Dollars in thousands except per share data)

<CAPTION>
                                 Three months ended Sept. 30,         Nine months ended Sept 30,
                                      1997           1996               1997           1996
<S>                                  <C>          <C>               <C>            <C>
INTEREST INCOME 
Loans, including related fees        $  3,554     $  3,263          $ 10,389       $  9,450 
Short-term money market investments       112           46               200            228
Interest-bearing balances with 
financial institutions                      1            1                 4             15
Mortgage-backed investments               457          352             1,327          1,125
Other investments                         382          447             1,245          1,206
                                     --------      -------           -------        -------
Total Interest Income                   4,506        4,109            13,165         12,024
    
INTEREST EXPENSE 
Deposits                                2,306        2,097             6,615          6,112
Federal Home Loan Bank advances           413          310             1,126            764
                                     --------      -------           -------        -------
Total Interest Expense                  2,719        2,407             7,741          6,876 
                                     --------      -------           -------        -------    
NET INTEREST INCOME                     1,787        1,702             5,424          5,148
  
Less provision for loan losses             10           (2)               32              2
                                     --------      -------           -------        -------    

NET INTEREST INCOME AFTER PROVISION 
FOR LOAN LOSSES                         1,777        1,704             5,392          5,146
    
NONINTEREST INCOME 
Service charges and fees                   62           59               168            170
Net gain on loans 
originated for sale                        16           25                47             13
Commission income                           3            2                27              9 
Other income                               14           11                38             59 
                                     --------       ------           -------         ------
                                           95           97               280            251
NONINTEREST EXPENSE 
Salaries and employee benefits            579          579             1,724          1,668
Occupancy and equipment expense-net       165          154               504            396
Computer service expense                   36          117               107            280
Deposit insurance assessment               27        1,020                82          1,199 
Franchise taxes                            84           82               251            249 
Other operating expenses                  226          153               663            477  
                                      -------       ------            ------          -----
                                        1,117        2,105             3,331          4,269
                                      -------       ------            ------          -----

</TABLE>
<TABLE>
                               PART I:  FINANCIAL INFORMATION
                               ITEM 1:  FINANCIAL STATEMENTS
                                  OHSL FINANCIAL CORP.
                         CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
                          (Dollars in thousands except per share data)

<CAPTION>
                                   Three months
                                   ended Sept. 30,              Nine months
                                                                ended Sept. 30, 
                                       1997           1996             1997           1996    
<S>                               <C>            <C>              <C>            <C>
INCOME BEFORE TAXES               $     755      $    (304)       $   2,341      $   1,128 
  
Income tax provision                    254           (102)             799            397
                                   --------       ---------        --------       --------
   
NET INCOME(LOSS)                  $     501      $    (202)       $   1,542      $     731
                                   ========       =========        ========       ========
EARNINGS/LOSS PER SHARE (Note 3)  $    0.41      $   (0.16)       $    1.24      $    0.58
                                   --------       ---------        --------       --------

DIVIDENDS PER SHARE               $    0.22      $    0.19        $    0.66      $    0.57 
                                   ========       =========        ========       ========

</TABLE>
                    


              See accompanying notes to consolidated financial statements.
    

<TABLE>
                          PART I:  FINANCIAL INFORMATION    
                          ITEM 1:  FINANCIAL STATEMENTS
                              OHSL FINANCIAL CORP.
               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            (Dollars in thousands)


<CAPTION>

                                                  Nine months ended Sept. 30, 
                                                     1997             1996        
<S>                                              <C>              <C>
Balance at January 1                             $  25,196        $  25,454 
    
Net income                                           1,542              731 
    
Amortization of cost of bank incentive plan             11               23 
    
Purchase of treasury stock                            (722)            (431) 

Stock options exercised                                130              100 

Dividends on common stock                             (793)            (694) 

ESOP shares earned during the period                   206              183 
                                              
Change in net unrealized gain/(loss) on 
available-for-sale securities                           49             (199)   
                                                  --------         --------
Balance at September 30                          $  25,619        $  25,167 
                                                  ========         ========
    
</TABLE>


    See accompanying notes to consolidated financial statements.
    
<TABLE>
                                 PART I:  FINANCIAL INFORMATION
                                 ITEM 1:  FINANCIAL STATEMENTS
                                      OHSL FINANCIAL CORP.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Dollars in thousands)

<CAPTION>
                                              Nine months ended September 30, 
                                                                 1997            1996      
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES 
Net income                                                   $   1,542       $     731 
Adjustments to reconcile net income to net 
cash from operating activities                                    (532)            302    
                                                              --------        --------
Net cash from operating activities                               1,010            1033 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES 
Net change in interest-bearing balances 
with financial institutions                                          0             500  
Purchase of held-to-maturity securities                        (16,984)        (12,699) 
Purchase of available-for-sale securities                            0          (3,770) 
Principal payments on held-to-maturity securities                1,553             620         
Principal payments on available-for-sale securities              1,120           1,002 
Proceeds from maturity of held-to-maturity securities            9,000           7,070  
Proceeds from sales of available-for-sale securities             1,814           1,994  
Loans made to customers net of payments received               (12,068)        (11,984) 
Purchase of property and equipment                                 (96)         (1,045)   
                                                              ---------        --------
Net cash from investing activities                             (15,661)        (18,312) 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES 
Net change in deposits                                          11,833          9,907 
Payments on advances from Federal Home Loan Bank               (11,867)       (18,596) 
Proceeds from Federal Home Loan Bank advances                   18,500         21,500 
Net change in advances from borrowers 
  for taxes and insurance                                         (214)          (130) 
Cash dividends                                                    (793)          (694)   
Purchase of treasury stock                                        (722)          (431) 
Stock options exercised                                            130            100    
                                                               --------      ---------
Net cash from financing activities                              16,867         11,656   
    
Net change in cash and cash equivalents                          2,216         (5,623) 
    
Cash and cash equivalents at beginning of period                 8,373         14,318
                                                              --------  -------
Cash and cash equivalents at end of period                  $  10,589  $8,695   
                                                              ========  =======
</TABLE>

         See accompanying notes to consolidated financial statements.
    
                     PART I:  FINANCIAL INFORMATION                
                     ITEM 1:  FINANCIAL STATEMENTS
  OHSL FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

    
1.    Basis of Presentation   
 
The  accompanying  consolidated  financial  statements were prepared 
in  accordance  with Instructions for  Form  10-QSB and,  therefore, 
do not include  information  or footnotes necessary  for  a complete
presentation of financial position,  results of operations  and 
cash  flows in conformity with generally accepted accounting
principles.    These  interim financial statements  were prepared 
in  a  manner consistent  with  the  annual financial  statements 
and  include all adjustments  (consisting  of  only normal recurring
accruals) which,   in  the  opinion  of management,  are necessary
for a fair  presentation  of  the financial statements. 
    
2.    Principles of Consolidation  
    
The accompanying consolidated  financial statements include the
accounts of OHSL Financial Corp. ("OHSL" or "the Corporation"), Oak
Hills Savings and Loan Company, F.A. ("Oak Hills" or "the Company"),
and its subsidiary, CFSC, Inc.    

3.    Earnings Per Share  
 
Primary  and fully diluted earnings per share are based on the
weighted average number  of shares  of common stock outstanding
during the period,  adjusted for the effect of  common stock
equivalents.  The stock options outstanding are considered common
stock equivalents.  Weighted  average shares outstanding are
increased by the number of shares issuable  under the  options,  
assuming full exercise,  and reduced by the number of shares  that 
could, hypothetically,  be reacquired using the proceeds from the
exercise of those options.  The weighted average number of shares
outstanding for the three month periods ended  September 30, 1997
and 1996 were 1,194,990 and 1,218,979, respectively.  The weighted
average number of shares outstanding for the nine month periods
ended September 30,  1997  and 1996  were  1,199,131 and 1,221,376,
respectively.   The following table presents the number of shares 
used to compute earnings per share for the periods indicated: 
      
                                                          Fully 
                                        Primary           Diluted
      
Three months ended September 30, 1997  1,234,385         1,235,439
Three months ended September 30, 1996  1,259,265         1,259,265
      
Nine months ended September 30, 1997   1,239,482         1,241,753 
Nine months ended September 30, 1996    1,263,748         1,263,748
      


The Corporation's earnings(loss) per share are presented below: 
                                                                   
                                                          Fully 
                                       Primary           Diluted

Three months ended September 30, 1997   $  0.41           $  0.41
Three months ended September 30, 1996   $ (0.16)          $ (0.16)

Nine months ended September 30, 1997    $  1.24           $  1.24
Nine months ended September 30, 1996    $  0.58           $  0.58

        

4.     Accounting Changes 
      
Effective  January 1,  1996,  OHSL adopted Financial Accounting
Standard No.   121, "Accounting  for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of."   Management
does not believe OHSL has any material assets subject  to this new
Standard. 

Effective  January 1,  1996,  OHSL adopted Financial Accounting
Standard  No.   122, "Accounting  for Mortgage Servicing Rights."  
This Standard requires the  basis  of mortgage loans originated and
sold, with servicing retained, to be allocated between the  mortgage 
loan and the mortgage servicing right,  based upon the relative 
fair value of such assets.  The effect of this Standard will be to
increase the gain,  or reduce the loss,  recognized upon the sale of
a mortgage loan and will reduce future servicing fee income.  The
effect of adopting this new Standard was not significant. 

In 1996, the Financial Accounting Standards Board (FASB)  issued FAS
125-"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities."  This  Standard  revises the
accounting for transfers of financial assets,   such  as  loans  and 
securities,  and provides guidance on distinguishing between  sales 
and secured borrowings.  It affects certain transactions beginning
in 1997 and others in 1998.    Management  does not expect this
standard to have a significant  effect  on OHSL's financial
condition or results of operations.       
       
                   PART I:  FINANCIAL INFORMATION
         ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OHSL FINANCIAL CORP.
                         SEPTEMBER 30, 1997
                                                            

FINANCIAL CONDITION: 

Total assets increased from $215.7 million at December 31,  1996  to
$234.6 million at September 30,  1997, an increase of $18.9 million
or 8.8%. During the first nine months of 1997,  cash and cash 
equivalents increased by $2.2  million,  loans receivable (including
loans held for  sale) increased by $12.6  million  and
held-to-maturity securities increased by $6.4  million.   These
changes were funded primarily by an $11.8 million increase in
deposit accounts,  a  $6.6 million increase  in advances from the
Federal Home Loan Bank,  and  a reduction  in  available-for-sale 
securities of $2.9 million. 

The above changes are largely the result of growth initiatives
adopted by the Company,   wherein the  Company  seeks to increase
its deposit base through a combination of new products and  rate 
incentives to customers, as well as somewhat more aggressive lending
and investment strategy. 

Loans receivable,  as noted above,  increased $12.6  million in the
first nine months  of  1997.  Due  to the  relatively  low interest
rate environment which existed throughout  this period  in 1997, 
strong mortgage loan originations have been experienced by the
Company.   The training of branch personnel in the loan origination
process has also contributed to higher loan origination volumes in
1997.   

Held-to-maturity  securities  increased  by $6.4  million during the
first nine months  of 1997.  During this time period,  OHSL
purchased $17.0  million of held-to-maturity securities.    These 
investments,  which consist of $6.8  million of U.S.  Agency
obligations,  a  $5.0  million U.S. Agency  mortgage-backed 
security  and  a $5.2  million  U.S.   Agency  collateralized 
mortgage obligation,   were generally acquired to take advantage of
a positive interest rate spread  over the related borrowing cost or
to meet liquidity requirements.  The increases noted above in both 
deposit  accounts and Federal Home Loan Bank borrowings were a
direct result of these investment activities. 

The stockholders'  equity  of OHSL increased by $423,000  during the
first nine months of  1997.  The  major components  of this increase
are the Corporation's net income of $1,542,000   and the exercise 
of  stock  options during the period by the  Corporation's 
directors,   officers  and employees of $130,000.   These increases
were somewhat offset by the purchase of treasury shares under  a 
stock repurchase program of $722,000  and by dividends declared on 
the  Corporation's common  stock  of  $793,000.   Stockholders' 
equity therefore increased to  $25.6   million  at September 30,
1997.    


RESULTS OF OPERATIONS: 

Net income for the nine months ended September 30, 1997  was
$1,542,000, an increase of $811,000 or 110.9%  over the net income
for the nine months ended September 30,  1996.   This  represents 
earnings  per share (fully diluted)  of $1.24  versus $0.58  for the
same period in 1996.   This increase  is  largely due to the absence
of the special assessment to recapitalize  the  Savings Association 
Insurance Fund ("SAIF")  which was recorded during the quarter ended
Spetember  30, 1996. 

Total interest income for the nine months ended September 30,  1997
was $13,165,000, compared to $12,024,000  for the same period in
1996.   This increase ($1,141,000  or 9.5%) is generally the result
of larger loan  and investment balances carried during the first
nine months of 1997. 

Total interest expense for the nine months ended September 30, 1997 
was $7,741,000, compared to $6,876,000   for  the  same period in
1996.   This increase ($865,000  or 12.6%)   is  generally
attributable  to  the  higher levels  of deposits and borrowings
carried during  the  first nine months of 1997, as OHSL strives to
increase its market share of lending and deposit products and to
take advantage of spread opportunities as described above.  

While both interest income and interest expense increased during the 
first nine months of 1997, net interest income for the nine months
ended September 30, 1997 totaled $5,424,000, an increase of $276,000
or 5.4% over the same period in 1996. 

The Corporation's provision for loan losses totaled $32,000  for the
nine months ended September 30,   1997,  compared to $2,000  for the
same period in 1996.   While the  credit quality of the Company's
loan portfolio continues to be considered excellent by management, 
the present growth of  the loan  portfolio  and the desire of the
Company to modestly increase its originations  of multi-family, 
non-residential and consumer loans necessitates an increase in the
provision  for loan losses. 

Noninterest  income  for the nine months ended September 30,  1997 
was $280,000,   compared  to $251,000 for the same period in 1996. 
This increase ($29,000  or 11.6%) is largely attributable to a net
gain of $47,000  realized during the first nine months of 1997  on
loans originated for sale,   compared  to  a  net  gain of $13,000 
on such loans during the  same  period  in  1996.  Additionally, 
the  Company  generated  higher levels of commission  income from
its subsidiary, CFSC,  Inc., during the nine months ended September
30, 1997 when compared to the same period in 1996.    CFSC  markets
mutual  fund and annuity products to the customers of the Company
and  to other  area residents.   Presently,  the Company has
terminated its relationship with its mutual fund  / annuity
provider.   Management believes that a new provider will be selected
during  the fourth  quarter  of 1997  and that the revenue stream
from this activity will again be  realized shortly thereafter. 

Noninterest  expense for the nine months ended September 30,  1997 
was $3,331,000,  compared to $4,269,000   for  the  same period in
1996.    This decrease ($938,000  or  22.0%)   is  largely
attributable  to  a decrease in the Company's deposit insurance
assessment which is assessed  by the Federal Deposit Insurance
Corporation ("FDIC").   This decrease totaled $1,117.000  for  the 
nine months ended September 30,  1997.   A decrease in computer
service expense of $173,000  was also  realized  during  this time
period when compared to 1996.    These  cost  reductions  were
somewhat  offset  by  increases  in  salaries and benefits expense
of $56,000,    occupancy  and  
equipment expense of $108,000, and other operating expenses of
$186,000. 

  
The increase in salaries and employee benefits expense is primarily
the result of the hiring  of personnel  in 1997  to fill positions
which were vacant in the same period of 1996,  as well  as staffing
needs for the data processing area, as discussed more fully below. 
 Merit increases to the  Company's staff also contributed to the
increase in this area.    Occupancy  and  equipment expense 
increased  primarily  as  the  result of the Company's  decision  to 
handle  its  data processing operations internally.   During 1996,
the Company utilized the services of an outside data processing
vendor.   This change involves additional expenses in the areas of
salaries  and benefits expense,  maintenance contracts and 
depreciation expense on equipment  purchased  as a result of this
change.   The Company does,  however,   realize a substantial cost
savings in the area of computer  expense, as fees to outside vendors
have been significantly reduced. 

The  Company's  deposits are insured by the SAIF,  which is
administered  by the FDIC .  As  the result  of  legislation passed
in 1996,  the Company paid a one-time charge of  approximately 
$900,000.   The assessment rate paid by the Company in 1997  was
reduced to  approximately $0.065 per  $100   of deposits,  compared
to $0.23  per $100  of deposits in 1996.   Accordingly,   the
Company's expense in this area has declined substantially throughout
1997 when compared to 1996. 

Other operating expenses increased over 1996 amounts largely due to
additional costs incurred as part of the Company's data processing
conversion and to increases in  consulting fees, telephone expense,
loan expenses and other miscellaneous expenses.   

The income tax provision for the nine months ended September 30,
1997  was $799,000, compared to $397,000 for the same period in
1996.  This increase ($402,000 or 101.3%) is attributable to the 
substantially higher level of pre-tax  earnings generated in the
first nine months of 1997  when compared to the same period in 1996. 

Liquidity: 

In general terms, liquidity is a measurement of the cash, cash
equivalents and other items which are  convertible  into cash in the
event that funds are needed in order  to  provide  for future
operations.  The primary sources of liquidity are cash, short-term
investments (such as  Federal Funds and funds in eligible
"Overnight"  type accounts),  and qualifying securities which mature 
within defined periods,  such as one-year maturity and five-year
maturity obligations.   Federal regulations require the
Corporation's subsidiary,  Oak Hills Savings and Loan Company, F.A., 
to maintain  certain  minimum levels of liquid assets.   Generally, 
current  federal  regulations require the liquid assets (as defined) 
of the Company to be 5.0%  of the Company's total assets (also as
defined).   At September 30, 1997,  the Company's liquid assets
totaled $9.4 million or 7.7%. 
    
The factors which  are expected to have a continuing impact on the
level of Oak Hills' liquidity are as follows: (1)  loan demand;  (2)
net  deposit  flows in subsequent periods; (3)  corporate needs for
cash in order to fund ongoing operations; (4) other cash needs as
they may arise. 
    
Based  upon  its  projections,  management anticipates that
liquidity will  remain  at  or  near  current levels for the near
future.   Oak Hills  does have the  ability  to  raise  cash through 
borrowing arrangements with the Federal  Home Loan Bank  of
Cincinnati,  through the purchase of Federal  funds  and  through
other borrowing sources.   In addition,  the parent  company  (OHSL 
Financial  Corp.)   could  also be a source of liquidity by lending 
funds  to  Oak  Hills,   by guaranteeing  the  credit of Oak Hills 
or  through other arrangements.   Management is  of  the opinion
that current liquidity levels are adequate. 


    
Capital Resources: 

OHSL's equity capital totaled $25.6 million  at September 30, 1997,
an increase of $423,000 from December  31,  1996.   As discussed
more fully in the Financial  Condition section,   the  major
components of  this  increase include the net income for the first
nine months of 1997   and the exercise of stock options,  which were
partially offset by the purchase of treasury stock and by dividends
declared on the common stock. 

Federal  regulations  require  savings  associations  to  maintain 
certain  minimum  levels  of regulatory capital.   Regulations
currently require tangible capital,  as defined by regulation,
divided  by total  assets (also as defined)  to be at least 1.5%. 
The regulations also  require  core capital, as defined by
regulation, divided by total assets (also as defined) to be at least 
4.0%.  Finally,  the regulations require risk-based capital (as
defined) divided by total assets (as defined)  to be at least 8.0%. 
 Oak Hills'  compliance with these requirements at September 30,
1997 is summarized below: 

                              Amount             Percent (%) of 
                               (000)           Applicable Assets 

Tangible capital              $21,129                  9.17 % 
Requirement                     3,456                  1.50 %      
                               ------                 ------
      
Excess                        $17,673                  7.67 % 
                               ======                 =====

    
Core capital                  $21,129                  9.17 % 
Requirement                     9,216                  4.00 % 
                              -------                ------
Excess                        $11,913                  5.17 % 
                              =======                ======
 
Risk-based capital            $21,647                 17.42 % 
Requirement                     9,940                  8.00 % 
                              -------                ------      
Excess                        $11,707                  9.42 % 
                              =======                ======        
                               
    

At  September 30,  1997,  the book value per share of OHSL common
stock was $21.42   based  upon 1,196,017  outstanding shares. 


                       PART II:  OTHER INFORMATION
                         OHSL FINANCIAL CORP.
                         SEPTEMBER 30, 1997
  

Item 1.   LEGAL PROCEEDINGS 

There are no material pending legal proceedings. 

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 INFORMATION 

None 
    
Item 6.   EXHIBITS AND REPORTS ON FORM 8-K 

On August 13, 1997,  the Registrant filed a Form 8-K to report the
issuance of a press release announcing earnings for the six months
ended June 30, 1997. 

On September 8, 1997,the Registrant filed a Form 8-K to report the
issuance of a press release announcing the payment of a cash
dividend. 

                    

                              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.     
    
    
OHSL Financial Corp. 
    
    
Date: October 31, 1997   By: /s/ Kenneth L. Hanauer      
                             Kenneth L. Hanauer 
                             President and Chief Executive Officer 
                            (Principal Executive Officer) 
    
   
Date: October 31, 1997    By: /s/ Patrick J. Condren               
                              Patrick J. Condren 
                              Treasurer and Chief Financial Officer 
                       (Principal Financial and Accounting Officer)