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, 1996         
                    
     
                [ ]   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  45248      
                 (Address of principal executive office)           
                                         
                               (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, 1996 
    
common stock,
$.01 par value                          1,222,879 
    
    
                                     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                                15 
  
    
     Item 6.   Exhibits and Reports on Form 8-K                 15 
    
                                  
               Signatures                                       16 
 
    
                                                                   
                            

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

                                     September 30,    December 31, 
                                        1996             1995    
ASSETS 

Cash and due from banks               $    5,395     $    4,264
Short-term money market investments        3,300         10,054
Cash and cash equivalents                  8,695         14,318
Interest-bearing balances with 
  financial institutions                     100            600
Held-to-maturity securities (market
  value of $32,233 and $27,875)           32,851         27,843 
Available-for-sale securities             14,244         13,703 
Loans held for sale                          733          1,002 
Loans receivable-net                     154,910        142,151 
Real estate owned                             43           ---
Office properties and equipment-net        2,412          1,520
Federal Home Loan Bank stock, at cost      1,492          1,417 
Accrued interest receivable                1,485          1,319 
Other assets                                 662            203 
                                        ________       ________
          Total Assets                $  217,627     $  204,076
                                        ________       ________
                                        ________       ________
  
LIABILITIES AND STOCKHOLDERS' EQUITY 

LIABILITIES 

Deposits                              $  169,221     $  159,314
Advances from Federal Home Loan Bank      20,304         17,400
Accounts payable on mortgage loans 
  serviced for others                        252            286 
Accrued interest payable                     509             90 
Advances from borrowers for taxes 
  and insurance                              667            797 
Other liabilities                          1,507            735
                                        ________       ________
     Total Liabilities                    192,460        178,622   


                             (Continued)                           
               

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

                                        September 30, December 31, 
                                           1996            1995    
STOCKHOLDERS' EQUITY 

Common stock, $.01 par value, 3,500,000 
  shares authorized, 1,401,611 shares 
  issued at September 30, 1996 and
  1,391,729 shares issued at
  December 31, 1995                        $       14   $      14
Additional paid-in capital                     13,622      13,429
Retained earnings                              14,563      14,526
Unamortized cost of bank incentive plan           (22)        (45)
Unearned shares held by employee
  stock ownership plan                           (504)       (594)
Treasury stock (129,258 shares and 107,580 
  shares at cost)                              (2,335)     (1,904)
Net unrealized gain/(loss) on 
  available-for-sale securities                   (171)         28 
                                             _________    _______

         Total Stockholders' Equity            25,167      25,454
                                             _________    _______

         Total Liabilities and 
          Stockholders' Equity             $   217,627   $ 204,076 
                                             _________    _______
                                             _________    _______


                                                    
     See accompanying notes to consolidated financial statements.  
               
    

                      PART I:  FINANCIAL INFORMATION    
                        ITEM 1:  FINANCIAL STATEMENTS     
                              OHSL FINANCIAL CORP.         
                      CONSOLIDATED STATEMENTS OF INCOME       
                (Dollars in thousands except per share amounts)    
                    
                             
                             Three Months Ended  Nine Months Ended 
                                    Sept. 30,         Sept. 30,  
                                   1996     1995     1996     1995 
  
INTEREST INCOME 
 Interest and fees on loans   $  3,263 $  3,141 $  9,450  $  9,039
 Interest on short-term money 
   market investments               46      145      228       275
 Interest on interest-bearing 
   balances with financial 
   institutions                      1        7       15        24
 Interest on mortgage-backed 
   investments                     352      206    1,125       570
 Interest and dividends 
   on investments                  447      337    1,206       908
                                 _____     _____   _____     _____
                                    
      Total Interest Income      4,109    3,836   12,024    10,816

INTEREST EXPENSE 
 Interest on deposits            2,097    1,931    6,112     5,279
Interest on Federal Home 
   Loan Bank advances              310      254      764       722
                                 _____     _____   _____     _____
                                        
      Total Interest Expense     2,407     2,185   6,876     6,001

NET INTEREST INCOME              1,702     1,651   5,148     4,815

 Less provision for loan losses     (2)        3       2         7
                                 _____     _____   _____     _____

NET INTEREST INCOME AFTER 
  PROVISION FOR LOAN LOSSES     1,704      1,648   5,146     4,808

NONINTEREST INCOME 
 Service charges and fees          59         59     170       172
Gain on securities                  0         21      10        21
 Gain on loans originated
  for sale                         25         12      13        80
 Commission income                  2          6       9        19
Other income                       11         52      49        73
                                 _____     _____   _____     _____
                                                                   
                                   97        150     251       365
NONINTEREST EXPENSE 
 Salaries and employee benefits   579        530   1,668     1,610
Occupancy and equipment 
  expense-net                     154        101     396       295
 Computer service expense         117         74     280       235
 Deposit insurance assessment   1,020         81   1,199       234
Franchise taxes                    82         76     249       246
 Other operating expenses         153        131     477       409
                                 _____     _____   _____     _____

                                2,105        993   4,269     3,029
                                 _____     _____   _____     _____
                                          (Continued)              
                            
                       PART I:  FINANCIAL INFORMATION
                        ITEM 1:  FINANCIAL STATEMENTS
                              OHSL FINANCIAL CORP.
                CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)      
             (Dollars in thousands except per share amounts)       
                 
                                                                   
                             
                            Three months ended   Nine months ended 
                                 Sept. 30,          Sept. 30, 
                                1996     1995    1996      1995    
                                   
INCOME BEFORE INCOME TAXES  $ (304)   $  805  $ 1,128  $ 2,144
    
Income tax provision          (102)      269      397      733
                             _____     _____    _____    _____
                                    

NET INCOME                  $ (202)   $  536  $   731  $ 1,411
                             _____     _____    _____    _____
                             _____     _____    _____    _____

    
EARNINGS/(LOSS) PER SHARE 
  (Note 3)                  $(0.16)   $ 0.43  $  0.58  $  1.12


     See accompanying notes to consolidated financial statements.  
               
    
                        PART I:  FINANCIAL INFORMATION
                          ITEM 1:  FINANCIAL STATEMENTS            
                             OHSL FINANCIAL CORP.
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 
                              (Dollars in thousands)               
                     
                                                                   
  
                                              Nine months ended
                                                 September 30, 
                                                1996        1995   


Balance at January 1                        $  25,454    $ 23,691  
  

Net income                                        731      1,411 
    
Amortization of cost of bank incentive plan        23          47  
                                                   
Purchase of treasury stock                       (431)       (277) 


Stock options exercised                           100         111  


Dividends on common stock                        (694)       (618) 

ESOP shares earned during the period              183        160 

Change in net unrealized gain/(loss) on 
  available-for-sale securities                  (199)        523  
                                              _______     ______

    
Balance at September 30                     $  25,167   $  25,048  
                                              _______     ______
                                              _______     ______

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

                                              Nine months ended
                                                  September 30, 
                                                1996         1995  

CASH FLOWS FROM OPERATING ACTIVITIES                   
  Net income                                 $     731  $   1,411 
  Adjustments to reconcile net income to net 
    cash from operating activities                  302      1,681 
                                                 ______    ______

  Net cash from operating activities             1,033      3,092 
    
CASH FLOWS FROM INVESTING ACTIVITIES 
  Net change in interest-bearing balances 
    with financial institutions                    500         546 

  Proceeds from maturity and repayment
    of held-to-maturity securities               7,690       3,514 
  Proceeds from maturity and repayment
    of available-for-sale securities             1,002         575 
         
  Proceeds from sales of available-for-sale
    securities                                   1,994         --- 
  Purchase of held-to-maturity securities      (12,699)    (6,269)
  Purchase of available-for-sale securities     (3,770)    (6,402)
  Loans made to customers net of payments 
     received                                  (11,984)    (7,895)
  Purchase of property and equipment            (1,045)       (70)
                                                 ______    ______

  Net cash from investing activities           (18,312)   (16,001)
  
CASH FLOWS FROM FINANCING ACTIVITIES 
  Net change in deposits                         9,907      18,615 

  Proceeds from Federal Home Loan Bank advances 21,500      16,000 
  Payments on advances from Federal Home Loan 
     Bank                                      (18,596)   (14,900)
  Net change in advances from borrowers for                   
    taxes and insurance                           (130)      (161)
  Cash dividends                                  (694)      (618)
 Purchase of treasury stock                       (431)      (277)
  Stock options exercised                          100        111 
                                                 ______    ______

  Net cash from financing activities            11,656      18,770 
 
  Net change in cash and cash equivalents       (5,623)      5,861 
    
  Cash and cash equivalents at beginning of 
     period                                     14,318       6,231 
                                                 ______    ______
                                                           
  Cash and cash equivalents at end of period $   8,695   $  12,092 

                                                                   
      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 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/(loss) 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. Unearned shares held by the ESOP are
not considered outstanding for the purpose of this computation.
The weighted average number of shares outstanding for the three
and the nine month periods ended September 30, 1996 and 1995 are
indicated below: 
  
                                        1996            1995
                                       ______          ______
Three months ended September 30       1,218,979       1,216,725 
Nine months ended September 30        1,221,376       1,216,680 
      

      The following table presents the number of shares used to
compute earnings/(loss)per share for the periods indicated: 

                                                        Fully      
                                          Primary     Diluted 
                                          ______       ______
Three months ended September 30, 1996    1,259,265    1,259,265 
Three months ended September 30, 1995    1,260,179    1,260,687 
      
Nine months ended September 30, 1996     1,263,748    1,263,748 
Nine months ended September 30, 1995     1,260,764    1,262,096
      
The Corporation's earnings/(loss) per share are presented below: 
      
                                                                   
                                                          Fully    
                                              Primary    Diluted   
                                              ______     ______
Three months ended September 30, 1996        $(0.16)    $(0.16) 
Three months ended September 30, 1995        $ 0.43     $ 0.43 
      
Nine months ended September 30, 1996         $ 0.58     $ 0.58 
Nine months ended September 30, 1995         $ 1.12     $ 1.12 
      
      
4.  Accounting Changes  
   
   Effective January 1, 1995, OHSL adopted FAS No. 114 "Accounting
by Creditors for Impairment of a Loan," as amended by FAS 118.
Pursuant to this Standard, loans considered to be impaired were
reduced to the present value of expected future cash flows or to
the fair value of collateral, by allocating a portion of the
allowance for loan losses to such loans.  Loans are deemed
impaired when management concludes that it is probable that the
customer will be unable to comply with the contractual terms of
their loan, with respect to the timing and amount of required
payments.  Management evaluates loans for impairment in
conjunction with the quarterly evaluation of the allowance for
loan losses. Generally, such evaluation is limited to large
commercial and commercial real estate loans. Consumer loans and
mortgage loans secured by one- to four-family residential property
are generally not evaluated for impairment.  Application of this
Standard on January 1, 1995 did not result in any loans being
designated as impaired. 

   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. 


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF               
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS              
                       OHSL FINANCIAL CORP.                        
                        SEPTEMBER 30, 1996              

FINANCIAL CONDITION:   

Total assets increased from $204.1 million at December 31, 1995 to
$217.6 million at September 30, 1996, an increase of $13.5
million. During the first nine months of 1996, loans receivable
increased by $12.8 million and held-to-maturity securities
increased by $5.0 million. These changes were funded principally
by a $9.9 million increase in deposit accounts, by a $2.9 million
increase in advances from the Federal Home Loan Bank and by a $5.6
million decrease in cash and cash equivalents. These changes were
driven largely by efforts begun in 1995 to regain market share in
the area of deposit accounts and by the Company's desire to more
aggressively pursue lending opportunities within its own market
area. 

The Company has historically priced its deposit products at or
near mid-market in comparison to its local and regional peers.
Beginning in 1995 and continuing throughout the first nine months 
of 1996, a strong effort was made to reacquire deposit balances by
utilizing various methods, including: (a) the introduction of new
deposit accounts with adjustable rate or callable features; (b) a
strong emphasis on cross-selling of deposit products at the branch
(retail) level; (c) the introduction of financial incentives to
branch employees; (d) above-market rates paid on selected deposit
account types; and (e) advertising campaigns aimed at transaction
account customers. 

Loans receivable, as noted above, increased by $12.8 million in
the first nine months of 1996. The Company hired two loan
originators in the first quarter of 1996, and management believes
that their production will enable the Company to increase
originations during 1996 over comparable periods of prior years,
provided that a reasonable interest rate environment for
residential lending exists.  Due to strong competition for lending
products and a relatively flat yield curve, management believes
that the Company's average interest rate spread (that is, the
average yield on earning assets less the average cost of
interest-bearing liabilities) will decline in 1996 when compared
to prior years.  In order to offset this decline, management
believes that growth can be utilized to provide increasing net
interest income. 

The balance of held-to-maturity securities increased by $5.0
million during the nine months ended September 30, 1996.
Available-for-sale securities increased by $0.5 million during
this time period.  In response to numerous offerings by Federal
Agencies (specifically the Federal Home Loan Bank, The Federal
National Mortgage Association and The Federal Home Loan Mortgage 
Corporation) of callable Agency securities with coupons in the
7.40% to 8.25% range, the Company acquired several securities for
its held-to-maturity portfolio.  It is management's intent to 
hold such callable Agency securities until maturity unless an
early redemption is required by the respective Agency.  Management
also believes that coupons in the above interest rate range
provide the necessary cushion to weather reasonable interest rate
changes.  Some of the risk associated with these callable Agency
securities has been offset by offering deposit products to the
customers of the thrift which contain similar call features.
Management believes that these investments offer a good
combination of yield and interest rate risk protection. 

As stated above, the Company seeks to gain market share by
enhancing its deposit product offerings. The increase in deposit
balances in 1995 continued throughout the first nine months of
1996, with an increase in deposit balances of $9.9 million during
this time period. 
 
The stockholders' equity of the Corporation decreased by $287,000
during the nine months ended September 30, 1996.  The major
components of this decrease are the Corporation's net income of
$731,000 and proceeds from the exercise of stock options during
the period of $100,000.  These increases were more than offset by
the purchase of treasury shares under a stock repurchase program
of $431,000, by dividends declared on the Corporation's common
stock of $694,000 and by an increase in the reserve for unrealized
loss on available-for-sale securities of $199,000.  At September
30, 1996, stockholders' equity totaled $25.2 million.  

RESULTS OF OPERATIONS: 

Net income for the nine months ended September 30, 1996 was
$731,000, a decrease of $680,000 or 48.2% over the net income for
the nine months ended September 30, 1995.  This represents
earnings per share (fully diluted) of $0.58 versus $1.12 for the
same period in 1995.  As explained more fully later in this
section, the Company was required to contribute $927,000 for its
share of the recapitalization of the Savings Association Insurance
Fund.  This plan was signed into law by President Clinton on
September 30, 1996. The after-tax cost of this special assessment
to the Company is $612,000, and is effective in the third quarter
of 1996.  Without this special assessment, net income for the nine
months ended September 30, 1996 would have totaled $1,343,000. 

Total interest income for the nine months ended September 30, 1996
was $12,024,000 compared to $10,816,000 for the same period in
1995. This increase ($1,208,000 or 11.2%) is attributable to the
generally higher interest rate environment which existed during
the first nine months of 1996 when compared to the same period in
1995. In addition, growth in the various categories of
interest-earning assets (specifically, loans receivable,
held-to-maturity securities and available-for-sale securities) was
a significant factor in this increase. 

Total interest expense for the nine months ended September 30,
1996 was $6,876,000 compared to $6,001,000 for the same period in
1995. This increase ($875,000 or 14.6%) was also the result of the
higher interest rate environment discussed previously, wherein the
Corporation must pay a higher rate of interest on funds which are
held as customer deposits or as borrowed money.  The previously
discussed efforts to increase the Company's market share of
customer deposits also contributed to the increase in total
interest expense. 

While both interest income and interest expense increased
substantially, net interest income for the nine months ended
September 30, 1996 totaled $5,148,000, an increase of $333,000 or
6.9% over the same period in 1995. Noninterest income for the nine
months ended September 30, 1996 was $251,000 compared to $365,000
for the same period in 1995. A significant portion of this
decrease is attributable to the loans originated for sale
category. For the nine months ended September 30, 1996, income of 
$13,000 was recognized in this category, compared to $80,000 for
the same period in 1995. Lower income amounts were also recorded
for service charges and fees ($170,000 versus $172,000 for the
same period in 1995), gains on securities (10,000 versus $21,000
in 1995), commission income ($9,000 versus $19,000 in 1995) and
other income ($49,000 versus $73,000 in 1995). 
  
Noninterest expense for the nine months ended September 30, 1996
was $4,269,000 compared to $3,029,000 for the same period in 1995.
This increase of $1,240,000 (or 40.9%) is primarily attributable
to the special SAIF assessment described earlier. This one-time
assessment totaled $927,000. 

Comparing the nine months ended September 30, 1996 to the same
period in 1995 shows an increase in salaries and benefits expense
of $58,000 (or 3.6%), an increase in occupancy and equipment
expense of $101,000 (or 34.2%), an increase in computer service
expense of $45,000 (or 19.1%), an increase in the deposit
insurance assessment of $965,000 (or 412.4%), an increase in
franchise taxes of $3,000 (or 1.2%) and an increase in other
operating expenses of $68,000 (or 16.6%).  The major increases
noted are largely attributable to expenses incurred in the
Company's conversion to an in-house data processing system in the
third quarter of 1996 and to the opening of the Company's fifth
branch location in April, 1996.  The increase noted in the deposit
insurance assessment, while primarily attributable to the special
SAIF assessment noted above, is also affected by the carrying of
larger deposit balances at September 30, 1996 compared to those of
the prior year.  The increase noted in other operating expenses is
attributable to higher advertising costs (of $31,000) and higher
supply expenses (of $11,000) in 1996, as well as general increases
in overall operating costs in 1996. 

The income tax provision for the nine months ended September 30,
1996 was $397,000 compared to $733,000 for the same period in
1995. This decrease of $336,000 (or 45.8%) is attributable to the
lower level of pre-tax earnings generated in the first nine months
of 1996 when compared to the same period in 1995. 

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 (as defined
by regulation). 

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,
1996, the Company's liquid assets totaled $10.5 million or 6.0%. 
  
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 and programs (such as
stock repurchase programs); (4) other cash needs as they arise. 
  
Based on its projections, management anticipates that liquidity
will remain at or near current levels for the near future.  Oak
Hills also has the ability to raise additional 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 future 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 $25.2 million at September 30, 1996,
a decrease of $287,000 from the December 31, 1995 amount.  As
discussed more fully in the Financial Condition section, the net
income for the period was more than offset by the purchase of
treasury stock, by dividends declared and by an increase in the
reserve for unrealized loss on available-for-sale securities. 

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) divided by
total assets (as defined) to be at least 3.0%.  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, 1996 is
summarized on the following page: 

                   Amount     Percent (%) of 
                    (000)    Applicable Assets 
                 _________   _________________

Tangible capital   $20,165       9.55 % 
Requirement          3,166       1.50    
                    ______     ______

Excess             $16,999       8.05 % 
                    ______     ______
                    ______     ______
                    
Core capital       $20,165       9.55 % 
Requirement          6,333       3.00 
                    ______     ______

Excess             $13,832       6.55 % 
                    ______     ______
                    ______     ______
                    
 
 
Risk-based capital $20,658      19.51 % 
Requirement          8,471       8.00 
                    ______     ______
   
Excess             $12,187      11.51 % 
                    ______     ______
                    ______     ______
                    
  
At September 30, 1996, the book value per share of OHSL common
stock was $20.58 based upon 1,222,879 shares outstanding. 



                 PART II: OTHER INFORMATION                  
                   OHSL FINANCIAL CORP.                   
                    SEPTEMBER 30, 1996                    
                                                  

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 

      Exhibit 27 - Financial Data Schedule

      On July 23, 1996, the Registrant filed a Form 8-K to report
the issuance of a press release announcing earnings for the second
quarter and the six months ended June 30, 1996. 

      On September 9, 1996, the Registrant filed a Form 8-K to
report 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: November 8, 1996            By: /s/  Kenneth L. Hanauer 
                                      President and Chief
                                      Executive Officer 
                                     (Principal Executive Officer) 
  
  
Date: November 8, 1996            By:/s/  Patrick J. Condren 
                                     Treasurer and Chief           
                                     Financial Officer             
                                    (Principal Financial and
                                     Accounting Officer)