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 March 31, 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 MARCH 31, 1997 

 common stock, $.01 par value                  1,207,932
    
    
    

<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                    8-9
    
Notes to Consolidated Financial Statements               10-11
   
Item 2.  Management's Discussion and Analysis of 
         Financial Condition and Results of Operations   12-15 
    
Part II. Other Information: 
    
Item 1.   Legal Proceedings                              16
    
Item 2.   Changes in Securities                          16
    
Item 3.   Defaults upon Senior Securities                16
    
Item 4.   Submission of Matters to a Vote of 
          Security Holders                               16
    
Item 5.   Other Information                              16
    
Item 6.   Exhibits and Reports on Form 8-K               16 

          Signatures                                     17
    <PAGE>
<TABLE>

                    PART I:  FINANCIAL INFORMATION             
                    ITEM 1:  FINANCIAL STATEMENTS
                         OHSL FINANCIAL CORP.
              CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                          (Dollars in thousands)
<CAPTION>
                                   March 31,         December 31, 
                                     1997                1996    
<S>                               <C>                 <C>
ASSETS 
Cash and due from banks           $    6,298          $    4,680 
Short-term investments                   950               3,693  
                                    --------           ---------
     Cash and cash equivalents         7,248               8,373 
Interest-bearing balances with 
  financial institutions                 100                 100
Held-to-maturity securities (market 
  value of $40,414 and $28,953)       40,926              29,162 
Available-for-sale securities         11,684              13,969 
Loans held for sale                      414                 436 
Loans receivable-net                 163,339             158,021 
Office properties and equipment-net    2,333               2,398 
Federal Home Loan Bank stock, at cost  1,545               1,518 
Accrued interest receivable            1,635               1,371 
Other assets                             588                 320  
                                    --------            --------
            Total Assets          $  229,812          $  215,668  
                                    ========            ========
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
LIABILITIES 
Deposits                          $  173,641          $  169,486
Advances from Federal Home Loan 
  Bank                                28,303              19,116 
Accrued interest payable                 266                 215 
Advances from borrowers for taxes 
  and insurance                          823                 690 
Other liabilities                      1,410                 965  
                                     -------             -------
            Total Liabilities        204,443             190,472 
                                     =======             =======   

</TABLE>





<PAGE>
<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>

                                              March 31,         December 31,
                                                1997                1996    
<S>                                         <C>                 <C>
STOCKHOLDERS' EQUITY 
Common stock, $.01 par value, 3,500,000 
  shares authorized, 1,411,893 shares 
  issued at March 31, 1997 and 1,401,611 
  shares issued at December 31, 1996        $       14          $       14
Additional paid-in capital                      13,790              13,652
Retained earnings                               15,097              14,839
Unamortized cost of bank incentive plan            (11)                (15) 
Unearned shares held by employee 
  stock ownership plan                            (445)               (475) 
Treasury stock (158,470 and 147,351 
  shares at cost)                               (2,993)             (2,751)  
Net unrealized gain/(loss) on available-for-sale 
  securities                                       (83)                (68) 
                                               -------             -------
            Total Stockholders' Equity          25,369              25,196
                                               -------             -------
            Total Liabilities and 
             Stockholders' Equity           $  229,812          $  215,668
                                               =======            ========
</TABLE>
See accompanying notes to consolidated financial statements.
 
<PAGE>
<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 March 31,                       
                                                      1997              1996     
<S>                                               <C>               <C>
INTEREST INCOME 
     Loans, including related fees                $  3,393          $  3,085 
     Short-term money market investments                45               126 
     Interest-bearing balances with 
       financial institutions                            1                 8 
     Mortgage-backed investments                       378               320 
     Other investments                                 406               378   
                                                   -------           -------
          Total Interest Income                      4,223             3,917
    
INTEREST EXPENSE 
     Deposits                                        2,113             2,011
     Federal Home Loan Bank advances                   296               228
                                                   -------           -------
          Total Interest Expense                     2,409             2,239
                                                   -------           -------    
NET INTEREST INCOME                                  1,814             1,678
    
Less provision for loan losses                          16                 0
                                                   -------           -------
NET INTEREST INCOME AFTER PROVISION 
FOR LOAN LOSSES                                      1,798             1,678 
    
NON-INTEREST INCOME 
     Service charges and fees                           55                55 
     Net gain/(loss) on loans 
       originated for sale                              (2)               (8) 
     Commission income                                  10                 0 
     Other income                                       13                15   
                                                   -------            ------
                                                        76                62 

NON-INTEREST EXPENSE 
     Salaries and employee benefits                    586               533
     Occupancy and equipment expense                   171               112
     Computer service expense                           32                74
     Deposit insurance assessment                       27                88
     Franchise taxes                                    82                82 
     Other operating expenses                          166               162 
                                                    ------              ----
                                                     1,064             1,051   

/TABLE
<PAGE>
<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 March 31, 
                                                                 1997              1996
<S>                                                          <C>               <C>
INCOME BEFORE INCOME TAXES                                   $     810         $     689
    
Income tax provision                                               285               237  
                                                               -------          --------

NET INCOME                                                   $     525         $     452
                                                               =======          ========
    
EARNINGS PER SHARE (Note 3):                                 $    0.42         $    0.36 
                                                               =======          ========
</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)


                                                              Three months ended March 31,
                                                                 1997              1996     
<S>                                                          <C>               <C>
Balance at January 1                                         $  25,196         $  25,454
    
Net income                                                         525               452
    
Amortization of cost of bank incentive plan                          4                 8
    
Purchase of treasury stock                                        (242)             (221) 

Stock options exercised                                            103                84

Dividends on common stock                                         (267)             (233) 

ESOP shares earned during the period                                65                61 

Change in net unrealized gain/(loss) on 
  available-for-sale securities                                    (15)              (84)   
                                                              --------          --------
Balance at March 31                                          $  25,369         $  25,521   
                                                              ========          ========
</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)


                                                              Three months ended March 31,
                                                                 1997              1996
<S>                                                          <C>               <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                              $     525         $     452
     Adjustments to reconcile net 
       income to net cash from 
       operating activities                                        656              (157)
                                                              --------          --------
     Net cash from operating activities                          1,181               295


CASH FLOWS FROM INVESTING ACTIVITIES 
     Net change in interest-bearing 
       balances with financial institutions                        ---               ---
     Purchase of held-to-maturity securities                   (13,984)           (4,791)
     Purchase of available-for-sale securities                     ---            (3,265)
     Principal payments on held-to-maturity securities             309                65
     Principal payments on available-for-sale securities           437               469
     Proceeds from maturity of held-to-maturity 
       securities                                                2,000             4,750
     Proceeds from sale of available-for-sale 
       securities                                                1,814               ---
     Loans made to customers net of 
       payments received                                        (5,932)           (1,120)
     Purchase of property and equipment                            (19)              (27)  
                                                                ------            ------
     Net cash from investing activities                        (15,375)           (3,919) 
    
</TABLE>
<TABLE>

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

<CAPTION>
                                                              Three months ended March 31,
                                                                 1997              1996
<S>                                                          <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES 
     Net change in deposits                                  $   4,155         $   3,553
     Payments on advances from Federal 
       Home Loan Bank                                           (3,813)           (6,300) 
     Proceeds from Federal Home Loan 
       Bank advances                                            13,000             4,000
     Net change in advances from borrowers 
       for taxes and insurance                                     133              (205) 
     Cash dividends                                               (267)             (233)  
     Purchase of treasury stock                                   (242)             (221)
     Stock options exercised                                       103                84
                                                              --------          ---------
     Net cash from financing activities                         13,069               678
                                                              --------          ---------    
     Net change in cash and cash equivalents                    (1,125)           (2,946)  
    
     Cash and cash equivalents at beginning 
       of period                                                 8,373            14,318
                                                              --------          --------     
     Cash and cash equivalents at end of period              $   7,248         $  11,372
                                                              ========          ========
</TABLE>
See accompanying notes to consolidated financial statements.               
    

<PAGE>
                              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 March 31, 1997
and 1996 were 1,204,567 and 1,228,139, respectively.  The following
table presents the number of shares used to compute earnings per
share for the periods indicated: 
     
                                                     Fully 
                                 Primary             Diluted

Quarter ended March 31, 1997    1,244,961           1,246,043 
Quarter ended March 31, 1996    1,271,918           1,271,918 

        
     
Earnings Per Share:                                   Fully
                                 Primary             Diluted 

Quarter ended March 31, 1997      $ 0.42              $ 0.42 
Quarter ended March 31, 1996      $ 0.36              $ 0.36 
     
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.
                            MARCH 31, 1997

FINANCIAL CONDITION:  

Total assets increased from $215.7 million at December 31, 1996 to
$229.8 million at March 31, 1997,  an increase of $14.1  million or
6.6%.  During the first quarter of 1997, loans receivable increased
by $5.3  million and held-to-maturity securities  increased  by
$11.8 million.    These  changes were funded primarily by a $4.2 
million  increase  in  deposit accounts,  by a $9.2  million
increase in advances from the Federal Home Loan Bank,  by  a
reduction  in cash and cash equivalents of $1.1  million and by a
reduction in  available-for-sale securities of $2.3 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 a somewhat more aggressive 
lending and investment strategy. 

Loans  receivable,  as noted above,  increased $5.3  million in the
first quarter of 1997.  Due  to  the relatively low interest rate
environment which existed throughout  the  first quarter of 1997, 
strong mortgage loan originations were experienced by the Company. 
The addition of two loan origination officers in 1996  and the
training of branch personnel in the loan origination process also
contributed to this increase. 

Held-to-maturity securities increased by  $11.8  million during the
first quarter of 1997.  During  the  first quarter of 1997,   OHSL
purchased $14.0   million  of  held-to-maturity securities.   These
securities consist of $3.9 million of U.S. Agency obligations, a 
$5.0 million U.S. Agency mortgage-backed security and a $5.1 million
U.S. Agency collateralized mortgage obligation.   The majority of
these securities were acquired to take advantage of a  positive
interest rate spread over the related borrowing  cost  or  to  meet 
liquidity requirements.  Management was able to utilize Federal Home
Loan Bank advances with similar terms  and  characteristics  to 
fund these purchases and  believes  that  the  additional leveraging
of the balance sheet  will improve profitability without exposing
OHSL to undue interest rate risk. 

The stockholders'  equity of OHSL increased by $173,000  during the
first quarter of 1997. The major components of this increase are the
Corporation's net income of $525,000 and the exercise  of stock
options during the period by the Corporation's directors,  officers
and employees of $103,000.    These increases were somewhat offset
by the purchase of treasury shares  under  a  stock repurchase
program of $242,000  and by dividends declared  on  the
Corporation's common stock of $267,000.  Stockholders' equity
therefore increased to $25.4 million at March 31, 1997. 

Results of Operations:  

Net income for the three months ended March 31,  1997 was $525,000,
an increase of $73,000 or 16.2%  over the net income for the three
months ended March 31,  1996.  This represents earnings per share
(fully diluted) of $0.42 versus $0.36 for the same period in  1996. 

    
Total interest income for the three months ended March 31,  1997 was
$4,223,000,  compared to $3,917,000 for the same period in 1996.  
This increase ($306,000 or 7.8%) is generally the  result  of 
larger loan and securities balances carried during the first 
quarter  of 1997. 

Total interest expense for the three months ended March 31,  1997 
was $2,409,000 compared to $2,239,000 for the same period in 1996. 
 This increase ($170,000 or 7.6%) is generally attributable to  the 
higher  levels of deposits and borrowings carried during  the  first 
quarter  of  1997,   as OHSL strives to increase its market share of
lending  and  deposit products and to take advantage of spread
opportunities described above. 
    
While  both  interest  income and interest expense increased during
the first  quarter  of 1997, net interest income for the three
months ended March 31, 1997 totaled $1,814,000, an increase of
$136,000  or 8.1% over the same period in 1996. 
    
The  Corporation's provision for loan losses totaled $16,000  for
the three  months  ended March 31,  1997.  No provision for loan
losses was recorded for the first quarter of 1996.  While the credit
quality of the Corporation's loan portfolio was actually better than
that of the prior year (non-performing loans totaled $0.7 million at
March 31, 1997 compared to $1.0 million at March 31, 1996),
management believes that the continued growth of the loan portfolio
and the desire of the Company to continue to increase its level of
multi-family, non-residential and  consumer  loans  should  be
accompanied by a  modest  increase in the provision for loan losses. 

Noninterest income  for the three months ended March 31,  1997  was
$76,000,   compared to $62,000   for  the same period in 1996.  
This increase ($14,000  or 22.6%)  is  primarily attributable to an
increase in commission income earned by the Company's subsidiary,
CFSC, Inc.  CFSC markets mutual fund and annuity products to the
customers of the Company and to other area residents.   Commissions
are earned based upon products sold.  During the first quarter  of
1997,   CFSC received commission income of $10,000.   No commission
income was received by CFSC during the first quarter of 1996.  
Management expects commission  income to remain at somewhat higher
levels during 1997 than during 1996.  
    
Noninterest expense for the three months ended March 31,  1997 was
$1,064,000, compared to $1,051,000   for  the same period in 1996. 
 This increase ($13,000  or 1.2%)  is  largely attributable to an 
increase in salaries and employee benefits expense  of $53,000  and
an  increase in occupancy and equipment expense of $59,000. These
increases were substantially offset  by decreases in deposit
insurance assessments of $61,000   and in computer service expenses
of $42,000 when compared to the first quarter of 1996. 

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 first quarter  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 and
due to the opening of a new branch office in mid-1996.   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"), which is administered by the Federal
Deposit Insurance Fund.  In September, 1996, Congress passed
legislation which recapitalized the SAIF and which, to a large part,
eliminated the disparity  between  the deposit insurance rates
charged to banks and the rates charged  to members  of  SAIF 
(principally thrifts).   The Company was required,   as  part  of 
this recapitalization,   to  pay a one-time assessment of $927,000. 
 In return,   the  regular assessment rate paid by the Company
dropped from $0.23  per $100  of deposits in 1996   to $0.065  per
$100 of deposits in 1997.   Accordingly,  the Company's assessment
expense has declined substantially in the first quarter of 1997. 

The income tax provision for the three months ended March 31, 1997 
was $285,000, compared to $237,000 for the same period in 1996. 
This increase ($48,000 or 20.3%) is attributable to  the  higher 
level  of pre-tax earnings generated in the first quarter 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 March 31,  1997, the Company's liquid assets totaled
$11.0 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 March 31,  1997,  an
increase of  $173,000 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 quarter 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 March 31,
1997 is summarized below: 


                            Amount             Percent (%) of 
                            (000)           Applicable Assets 

Tangible capital           $ 20,032                  8.92 % 
Requirement                   3,368                  1.50        
                            -------                  ----
Excess                     $ 16,664                  7.42 % 
                            =======                  ====
    
    
Core capital               $ 20,032                  8.92 % 
Requirement                   8,982                  4.00  
                            -------                  ----
Excess                     $ 11,050                  4.92 % 
                            =======                  ====

Risk-based capital         $ 20,538                 18.74 % 
Requirement                   8,768                  8.00  
                            -------                 -----
Excess                     $ 11,770                 10.74 % 
                            =======                 =====
    
At  March 31,  1997,  the book value per share of OHSL common stock
was $21.00  based upon 1,207,932 outstanding shares. 
    

                              PART II:  OTHER INFORMATION
                                   OHSL FINANCIAL CORP.
                                      MARCH 31, 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  January  31,   1997,   the Registrant filed a Form 8-K to report
the  issuance  of  a  press release  announcing  earnings  for  the
fourth quarter and the year ended  December  31,   1996.  On  March 
5,   1997,   the  Registrant  filed a Form 8-K  to  report  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:  April 30 , 1997              By: /s/ Kenneth L. Hanauer
                                     Kenneth L. Hanauer 
                                     President and Chief Executive
                                     Officer
                                    (Principal Executive Officer)
    
   
Date:  April 30, 1997              By: /s/ Patrick J. Conden       
                                     Patrick J. Condren
                                      Treasurer and Chief Financial
                                     Officer
                                     (Principal Financial and
                                     Accounting Officer)