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 June 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 JUNE 30, 1997

common stock, $.01 par value                     1,195,950 
    
    
<PAGE>
                                          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   
<PAGE>
                 PART I:  FINANCIAL INFORMATION                    
                  ITEM 1:  FINANCIAL STATEMENTS                    
                      OHSL FINANCIAL CORP.                         
            
          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION           
             
                                     (Dollars in thousands)        


                                       June 30,       December 31, 
                                        1997             1996    
ASSETS 
Cash and due from banks           $    3,444         $    4,680 
Short-term investments                 3,499              3 693
     Cash and cash equivalents         6,943              8,373 
Interest-bearing balances with 
  financial institutions                 100                100 
Held-to-maturity securities (market 
  value of $38,577 and $28,953)       38,791             29,162
Available-for-sale securities         11,509             13,969
Loans held for sale                      672                436
Loans receivable-net                 165,901            158,021
Office properties and equipment-net    2,259              2,398
Federal Home Loan Bank stock, at cost  1,572              1,518
Accrued interest receivable            1,596              1,371
Other assets                             692                320

            Total Assets          $  230,035         $  215,668

 
LIABILITIES AND STOCKHOLDERS' EQUITY 
LIABILITIES 
Deposits                          $  174,472         $  169,486
Advances from Federal Home Loan 
  Bank                                28,804             19,116
Accrued interest payable                 261                215
Advances from borrowers for taxes 
  and insurance                          220                690
Other liabilities                        911                965
                                                    
            Total Liabilities        204,668            190,472 
<PAGE>
                    PART I:  FINANCIAL INFORMATION                
                     ITEM 1:  FINANCIAL STATEMENTS
                           OHSL FINANCIAL CORP.                    
                 
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)     


                    (Dollars in thousands except per share data)   

  
                                         June 30,    December 31, 
                                           1997           1996    
STOCKHOLDERS' EQUITY 
Common stock, .01 par value, 3,500,000 
  shares authorized, 1,413,443 shares 
  issued at June 30, 1997 and 1,401,611  
  shares issued at December 31, 1996   $       14      $       14
Additional paid-in capital                 13,862          13,652
Retained earnings                          15,350          14,839
Unamortized cost of bank incentive plan        (7)            (15)
Unearned shares held by employee
  stock ownership plan                       (430)           (475)
Treasury stock (174,970 and 147,351 
  shares at cost)                          (3,377)         (2,751)
Net unrealized gain/(loss) on 
  available-for-sale securities               (45)            (68)

         Total Stockholders' Equity        25,367          25,196
                                        

         Total Liabilities and 
          Stockholders' Equity         $  230,035       $  215,668 


     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 June 30, Six months ended June 30,
                                          1997        1996         1997        1996
<S>                             <C>            <C>          <C>         <C>
INTEREST INCOME 
 Loans, including related fees  $  3,442    $  3,102     $  6,835    $  6,187 
 Short-term money market 
   investments                        43          56           88         182 
 Interest-bearing balances with 
   financial institutions              2           6            3          14 
 Mortgage-backed investments         492         453          870         773 
 Other investments                   457         381          863         759     
                                                                                                       
      Total Interest Income        4,436       3,998        8,659       7,915 
    
INTEREST EXPENSE 
 Deposits                          2,196       2,004        4,309       4,015 
 Federal Home Loan Bank advances     417         226          713         454     
                                                                                                     
      Total Interest Expense       2,613       2,230        5,022       4,469 
    
NET INTEREST INCOME                1,823       1,768        3,637       3,446 
    
 Less provision for loan losses        6           4           22           4    

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES                    1,817       1,764        3,615       3,442 
    
NONINTEREST INCOME 
 Service charges and fees             51          56          106         111 
 Net gain/(loss) on loans 
   originated for sale                33          (4)          31         (12)
 Commission income                    14           7           24           7 
 Other income                         11          33           24          48  
                                     109          92          185         154 

NONINTEREST EXPENSE 
 Salaries and employee benefits      559         556        1,145       1,089
 Occupancy and equipment 
   expense-net                       168         130          339         242
 Computer service expense             39          89           71         163
 Deposit insurance assessment         28          91           55         179 
 Franchise taxes                      85          85          167         167
 Other operating expenses            271         162          437         324  

                                   1,150       1,113        2,214       2,164
                       
</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 June 30,  Six months ended June 30,  
                           1997      1996            1997      1996    

<S>                   <C>         <C>            <C>        <C>
INCOME BEFORE TAXES   $     776   $     743      $   1,586  $   1,432
    
Income tax provision        260         262            545        499
                                        
   
NET INCOME            $     516   $     481      $   1,041  $     933

    
EARNINGS PER SHARE 
  (Note 3)            $    0.42   $    0.38      $    0.84  $    0.74


</TABLE>



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)                       
             
                                                                   
                             
                                                              


                               Six months ended June 30, 
                                  1997         1996        

Balance at January 1          $  25,196    $  25,454 
    
Net income                        1,041          933 
    
Amortization of cost of bank 
  incentive plan                      7           15 
    
Purchase of treasury stock         (626)        (431) 

Stock options exercised             119           84 

Dividends on common stock          (530)        (461) 

ESOP shares earned during the 
  period                            137          123 
                                              
Change in net unrealized gain/
  (loss) on available-for-sale
   securities                        23         (223)   

Balance at June 30            $  25,367    $  25,494   

    








     See accompanying notes to consolidated financial statements.  
               
    
<PAGE>
                PART I:  FINANCIAL INFORMATION
                 ITEM 1:  FINANCIAL STATEMENTS
                      OHSL FINANCIAL CORP.
             CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (Dollars in thousands)


                                     Six months ended June 30, 
                                           1997         1996      

CASH FLOWS FROM OPERATING ACTIVITIES 
 Net income                             $   1,041  $     933 
 Adjustments to reconcile net income to
   net cash from operating activities       3,445     (1,032)    

 Net cash from operating activities         4,486        (99) 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES 
 Net change in interest-bearing balances
   with financial institutions               ---         500
 Purchase of held-to-maturity securities  (15,984)   (11,199)
 Purchase of available-for-sale securities   ---      (3,770)
 Principal payments on held-to-maturity 
   securities                                 873        272
 Principal payments on available-for-sale 
    securities                                665        775
 Proceeds from maturity of held-to-maturity 
    securities                              5,500      7,070
 Proceeds from sales of available-for-sale 
    securities                              1,814      1,994
 Loans made to customers net of payments 
    received                              (11,922)    (6,083)
 Purchase of property and equipment           (29)      (216)
 Net cash from investing activities       (19,083)   (10,657)
    
    
CASH FLOWS FROM FINANCING ACTIVITIES 
 Net change in deposits                     4,986      5,721 
 Payments on advances from Federal Home 
   Loan Bank                               (7,812)   (14,933)
 Proceeds from Federal Home Loan Bank 
   advances                                17,500     14,500
 Net change in advances from borrowers 
   for taxes and insurance                   (470)      (452) 
 Cash dividends                              (530)      (461)
 Purchase of treasury stock                  (626)      (431) 
 Stock options exercised                      119         84    

 Net cash from financing activities        13,167      4,028   
    
 Net change in cash and cash equivalents   (1,430)    (6,728) 
   
 Cash and cash equivalents at beginning of 
   period                                   8,373     14,318
   
 Cash and cash equivalents at end of 
    period                              $   6,943  $   7,590   


     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 June 30, 1997 and
1996 were 1,198,005 and 1,217,009, respectively.   The weighted
average number of shares outstanding for the six month periods
ended June 30, 1997 and 1996 were 1,201,286 and 1,214,419,
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 June 30, 1997    1,237,593         1,238,399 
Three months ended June 30, 1996    1,259,172         1,259,172 
      
Six months ended June 30, 1997      1,241,385         1,243,418 
Six months ended June 30, 1996      1,258,481         1,258,481 
      
The Corporation's earnings per share are presented below: 
                                                                   
Fully                               Primary           Diluted

Three months ended June 30, 1997     $ 0.42            $ 0.42  
Three months ended June 30, 1996     $ 0.38            $ 0.38  

Six months ended June 30, 1997       $ 0.84            $ 0.84 
Six months ended June 30, 1996       $ 0.74            $ 0.74 

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.
<PAGE>
                  PART I:  FINANCIAL INFORMATION
        ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        OHSL FINANCIAL CORP.


JUNE 30, 1997                                       



FINANCIAL CONDITION: 

Total assets increased from $215.7  million at December 31, 1996 
to $230.0 million at June 30, 1997, an increase of $14.3 million
or 6.6%.   During the first six months of 1997, loans receivable
increased by $7.9 million and held-to-maturity securities
increased by $9.6  million.  These changes were funded primarily
by a $5.0  million increase in deposit accounts, by a $9.7 million 
increase in advances from the Federal Home Loan Bank, by a
reduction in cash and cash equivalents of $1.4 million and by a
reduction in available-for-sale securities of $2.5 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 strategies. 

Loans receivable, as noted above, increased $7.9  million in the
first half of 1997.  Due to the relatively low interest rate
environment which existed throughout the first six months of 1997,
strong mortgage loan originations have been experienced by the
Company.  The hiring of additional loan origination personnel and
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 $9.6 million during the
first six months of 1997.  During this time period, OHSL purchased
$16.0 million of held-to-maturity securities.  These investments,
which consist of $5.8 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 $171,000 during the
first six months of 1997.  The major components of this increase
are the Corporation's net income of $1,041,000 and the exercise 
of stock options during the period by the Corporation's directors, 
officers and employees of $119,000.  These increases were offset
by the purchase of treasury shares under a stock repurchase
program of $626,000 and by dividends declared on the Corporation's
common stock of $530,000.  Stockholders' equity therefore
increased to $25.4 million at June 30, 1997.    


RESULTS OF OPERATIONS: 

Net income for the six months ended June 30, 1997 was $1,041,000,
an increase of $108,000 or 11.6% over the net income for the six
months ended June 30,  1996.  This represents earnings per share
(fully diluted) of $0.84 versus $0.74 for the same period in 1996. 

Total interest income for the six months ended June 30, 1997 was 
$8,659,000, compared to $7,915,000 for the same period in 1996.
This increase ($744,000  or 9.4%)is generally the result of larger
loan and investment balances carried during the first six months
of 1997. 

Total  interest expense for the six months ended June 30, 1997 was
$5,022,000, compared to $4,469,000 for the same period in 1996. 
This increase ($553,000 or 12.4%) is generally attributable to the 
higher levels  of deposits and borrowings carried during the first 
six 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 six months of 1997, net interest income for the six
months ended June 30, 1997  totaled $3,637,000, an increase of 
$191,000 or 5.5% over the same period in 1996.

The  Corporation's provision for loan losses totaled $22,000 for
the six months ended June 30, 1997, compared to $4,000 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 a
modest increase in the provision for loan losses. 

Noninterest income for the six months ended June 30, 1997 was
$185,000, compared to $154,000 for the same period in 1996.  This
increase ($31,000 or 20.1%) is largely attributable to a net gain 
of $31,000  realized during the first six months of 1997 on loans
originated for sale,  compared to a net loss of $12,000 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 six months ended June 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.   Due to staffing difficulties encountered in the
second quarter of 1997, future commission levels remain uncertain. 

Noninterest  expense  for  the six months ended June 30,  1997  
was $2,214,000, compared to $2,164,000 for the same period in
1996.  This increase ($50,000 or 2.3%) results from increases in 
salaries and employee benefits expense of $56,000, occupancy and
equipment expense of $97,000, and other operating expenses of
$113,000, offset by reductions in computer service expense of
$92,000 and deposit insurance assessments of $124,000.
    
The above 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, coupled
with merit increases to the Company's staff.  Occupancy and
equipment expense increased 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 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 service expense, as fees to outside vendors have been
significantly reduced. 

The Company's deposits are insured by the Savings Association
Insurance Fund ("SAIF").   As the result of legislation passed in
1996, the assessment rate paid by the Company in 1997 is 
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 in the first half of 1997
when compared to 1996. 

Other operating expenses increased over 1996 amounts due to
increases in consulting fees, telephone expense, costs related to
the Company's data processing conversion and to other
miscellaneous expenses.   

The income tax provision for the six months ended June 30, 1997
was $545,000, compared to $499,000 for the same period in 1996. 
This increase ($46,000  or 9.2%) is attributable to the higher
level of pre-tax earnings generated in the first six 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 June 30, 1997, the Company's liquid
assets totaled $9.1 million or 6.2%. 
    
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 $25.4 million at June 30, 1997, an
increase of $171,000 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 half of 1997
and the exercise of stock options, which were 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 June 30,
1997 is summarized below:


                       Amount   Percent (%) of (000)           
                                  Applicable Assets 

  Tangible capital     $20,597        9.13 % 
  Requirement            3,384        1.50 %       
      
  Excess               $17,213        7.63 % 
                                       

    
  Core capital         $20,597        9.13 % 
  Requirement          9,023          4.00 % 

  Excess               $11,574        5.13 % 
                                      
 
  
  Risk-based capital   $21,106        19.24 % 
  Requirement            8,774        8.00 % 
      
  Excess               $12,332        11.24 % 
                                        
    

At June 30, 1997, the book value per share of OHSL common stock
was $21.21 based upon 1,195,950 outstanding shares. 



<PAGE>
                      PART II:  OTHER INFORMATION
                           OHSL FINANCIAL CORP.
                              JUNE 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 

            (a)  The Corporation held its annual meeting of
stockholders on April 17, 1997. 

            (b)  The following  matters  were  voted  upon  at 
the  annual  stockholders' meeting:  election of the board of
directors, the ratification of the appointment of Crowe, Chizek
and Company LLP as auditors of the Company for the fiscal year
ending December 31, 1997, and a stockholder proposal proposing
that the stockholders of the Company urge its Board of Directors
to "examine the company's position for the potential gain in
shareholder value through the sale or merger of the company" and 
from that examination, produce a written report that describes how
such a sale or merger would influence the value of the stock (the
"Stockholder Proposal").  The number of votes cast for, against or
withheld (as well as the number of abstentions) as to each matter
are set forth below: 

       Election of the following Directors for a three-year term:
                      For                      Withheld    

               Kenneth L. Hanauer              1,014,972      
36,547     
               Thomas E. McKiernan             1,013,972      
37,547 
               Howard H. Zoellner              1,013,372      
38,147   

            Ratification  of Crowe,  Chizek & Company as auditors
for fiscal  year  ending December 31, 1997: 
            
                         For                   1,038,850
                         Against                   9,384
                         Abstain                   3,285


            Stockholder Proposal: 
            
                         For                     189,845
                         Against                 569,534
                         Withheld                 30,411

            Further information regarding these matters may be
found in the Company's Proxy Statement dated March 19, 1997 which
is herein incorporated by reference. 

Item 5.   OTHER INFORMATION 

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

          On April 18, 1997, the Registrant filed a Form 8-K to
report the issuance of a press release announcing earnings for the
three months ended March 31, 1997. 

          On May 30, 1997, the Registrant filed a Form 8-K to
report the issuance of a press release announcing the payment of a
cash dividend. 
                 
<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. 


                                   OHSL Financial Corp. 
    
    
Date: August 12, 1997           By:/s/ Kenneth L. Haunauer         
                
                                       Kenneth L. Hanauer
                                       President and Chief
Executive Officer 
                                       (Principal Executive
Officer) 
    
   
Date: August 12, 1997           By:/s/ Patrick J. Condren          
            
                                       Patrick J. Condren
                                       Treasurer and Chief
Financial Officer 
                                       (Principal Financial and
Accounting Officer) 
     
<PAGE>
OHSL Financial Corp. 
Article 9 - Reg. S-X Information 
Form 10-QSB 
Quarter ended June 30, 1997 
                                                            (000) 
         Item No.      Description                         Amount 
    
          9-03(1)      cash and due from banks              6,263  
     
          9-03(2)      interest bearing deposits              100 
          9-03(3)      federal funds sold                     680  
    
          9-03(4)      trading account assets                   0 
          9-03(6)      inv and mbs held for sale           11,509 
          9-03(6)      inv and mbs HTM - carrying value    38,791 
          9-03(6)      inv and mbs HTM - market value      38,577 
          9-03(7)      loans                              166,421 
          9-03(7)(2)   allowance for losses                   520 
          9-03(11)     total assets                       230,035 
          9-03(12)     deposits                           174,472 
          9-03(13)     short term borrowings               11,532 
          9-03(15)     other liabilities                    1,392 
          9-03(16)     long term debt                      17,272 
          9-03(19)     pfd. stock - mandatory red.              0 
          9-03(20)     pfd. stock -no mand. red.                0 
          9-03(21)     common stock                            14 
          9-03(22)     other stockholders equity           25,353 
          9-03(23)     total liab and stock. equity       230,035 
          9-04(1)      int and fees on loans                3,442 
          9-04(2)      int and div on investments             949 
          9-04(4)      other interest income                   45 
          9-04(5)      total interest income                4,436 
          9-04(6)      interest on deposits                 2,196 
          9-04(9)      total interest expense               2,613 
          9-04(10)     net interest income                  1,823 
          9-04(11)     prov. for loan losses                    6 
          9-04(13)(h)  inv. securities gains/losses             0  
          9-04(14)     other expenses                       1,150 
          9-04(15)     income/loss before income tax          776 
          9-04(17)     income/loss before ext. items          776 
          9-04(18)     extraordinary items                      0 
          9-04(19)     cum. change in acctg. prin               0 
          9-04(20)     net income                             516 
          9-04(21)     eps - primary                       $ 0.42 
          9-04(21)     eps - fully diluted                 $ 0.42 
    
Industry Guide 3 information: 
-----------------------------
          I.B.5        net yield - int. earning assets       3.32% 
          III.C.1(a)   non-accrual loans                       16 
          III.C.1(b)   accruing loans 90 days or more         304 
          III.C.1(c)   troubled debt restructurings             0 
          III.C.2      potential problem loans                  0 
          IV A.1       allow for loan losses - beg.           511 
          IV A.2       total chargeoffs                         0 
          IV A.3       total recoveries                         9 
          IV A.4       allow for loan losses - end.           520 
          IV B.1       loan loss allow - domestic loans       340 
          IV B.2       loan loss allow - foreign                0 
          IV B.3       loan loss allow - unallocated          180