<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-Q


         Quarterly Report Pursuant to Section 13 or 15 (d) of
                  the Securities Exchange Act of 1934

For the Quarterly Period Ended                       Commission File
June 30, 1997                                             No. 1-8019


     P R O V I D E N T   F I N A N C I A L   G R O U P ,   I N C .
         (Known as Provident Bancorp, Inc. until June 2, 1997)


Incorporated under                                 IRS Employer I.D.
the Laws of Ohio                                      No. 31-0982792


            One East Fourth Street, Cincinnati, Ohio  45202
                         Phone:  513-579-2000


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  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.

                      Yes    X         No ______


Indicate  the  number of shares outstanding of each  of  the  issuer's
classes  of  common stock, as of the latest practicable date:   Common
stock, without par value, outstanding at July 31, 1997 is 41,180,819.


                 Please address all correspondence to:

                          John R. Farrenkopf
              Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                        One East Fourth Street
                        Cincinnati, Ohio  45202

                                - 1 -
<PAGE>
                PART I.  FINANCIAL INFORMATION
<TABLE>
ITEM 1.  FINANCIAL STATEMENTS

                    PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                                 (Dollars in Thousands)
<CAPTION>
                                                                June 30,    December 31,
                                                                  1997          1996
                                                               (Unaudited)
<S>                                                             <C>           <C>
                            ASSETS
Cash and Noninterest Bearing Deposits                             $229,217      $208,097
Federal Funds Sold and Reverse Repurchase Agreements                   551        70,650
Investment Securities Available for Sale
  (amortized cost - $1,330,782 and $1,026,784)                   1,333,264     1,032,907
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                                     2,509,071     2,404,890
    Mortgage                                                       506,957       475,882
    Construction                                                   293,543       283,673
    Lease Financing                                                269,756       239,064
  Consumer Lending:
    Instalment                                                     870,476       924,561
    Residential - Held for Sale                                     89,142        73,545
    Residential - Portfolio                                              -       318,070
    Lease Financing                                                666,952       591,763
      Total Loans and Leases                                     5,205,897     5,311,448
  Reserve for Loan and Lease Losses                                (78,296)      (66,693)
      Net Loans and Leases                                       5,127,601     5,244,755
Premises and Equipment                                             154,647       145,641
Other Assets                                                       139,755       127,038
                                                                $6,985,035    $6,829,088

             LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                           $532,427      $554,262
    Interest Bearing                                             4,173,045     4,042,218
      Total Deposits                                             4,705,472     4,596,480
  Short-Term Debt                                                  787,312       599,540
  Long-Term Debt                                                   648,336       850,934
  Guaranteed Preferred Beneficial Interests in
    Provident Financial Group, Inc.'s Fixed Rate
    Junior Subordinated Debentures                                  98,785        98,979
  Accrued Interest and Other Liabilities                           176,027       166,350
      Total Liabilities                                          6,415,932     6,312,283
Shareholders' Equity:
  Preferred Stock, 5,000,000 Shares Authorized,
    Series D, 70,272 Issued                                          7,000         7,000
  Common Stock, No Par Value, $.30 Stated Value, 110,000,000
    Shares Authorized, 41,138,639 and 40,655,916 Issued             12,113        11,973
  Capital Surplus                                                  173,303       160,586
  Retained Earnings                                                372,083       326,599
  Reserve for Retirement of Capital Securities                       3,333         6,667
  Treasury Stock, 9,202 shares                                        (342)            -
  Unrealized Gain on Marketable Securities
    (net of deferred income tax)                                     1,613         3,980
      Total Shareholders' Equity                                   569,103       516,805
                                                                $6,985,035    $6,829,088
</TABLE>
                                - 2 -
<PAGE>
<TABLE>
                       PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF EARNINGS
                                         (Unaudited)
                           (In Thousands, Except Per Share Amounts)
<CAPTION>
                                                   Three Months Ended     Six Months Ended
                                                        June 30,              June 30,
                                                     1997       1996       1997       1996
<S>                                                <C>        <C>        <C>        <C>
Interest Income:
  Interest and Fees on Loans and Leases            $121,839   $109,778   $241,540   $220,178
  Interest on Investment Securities:
    Taxable                                          19,901     17,227     37,215     32,244
    Exempt From Federal Income Taxes                     72        155        127        258
                                                     19,973     17,382     37,342     32,502
  Interest on Federal Funds Sold and
    Reverse Repurchase Agreements                       424        452        640        730
      Total Interest Income                         142,236    127,612    279,522    253,410
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                       5,461      5,127     10,250     10,389
    Time Deposits                                    50,635     42,030     97,679     83,690
      Total Interest on Deposits                     56,096     47,157    107,929     94,079
  Interest on Short-Term Debt                         8,084      9,735     15,735     18,716
  Interest on Long-Term Debt                         10,359     12,071     22,478     24,502
  Interest on Junior Subordinated Debentures          2,150          -      4,300          -
      Total Interest Expense                         76,689     68,963    150,442    137,297
        Net Interest Income                          65,547     58,649    129,080    116,113
Provision for Loan and Lease Losses                  15,000     13,750     26,000     23,750
  Net Interest Income After Provision
    for Loan and Lease Losses                        50,547     44,899    103,080     92,363
Noninterest Income:
  Service Charges on Deposit Accounts                 6,329      5,317     11,907     10,182
  Other Service Charges and Fees                     10,373      7,373     19,606     16,600
  Gain on Sales of Loans and Leases                  18,800      1,149     33,708      2,123
  Security Gains (Losses)                             1,030         96      3,253         96
  Other                                               5,853      8,640     10,703     12,382
    Total Noninterest Income                         42,385     22,575     79,177     41,383
Noninterest Expense:
  Compensation:
    Salaries                                         19,728     14,767     38,457     30,409
    Benefits                                          3,035      2,596      6,474      5,404
    Profit Sharing                                    1,608        935      3,167      1,911
  Occupancy                                           2,700      2,454      5,346      4,827
  Equipment Expense                                   3,618      2,805      6,885      5,164
  Professional Fees                                   3,681      2,183      6,729      4,009
  Charges and Fees                                    3,002      2,044      6,435      3,517
  Other                                              12,080      8,822     23,229     17,637
    Total Noninterest Expense                        49,452     36,606     96,722     72,878

Earnings Before Income Taxes                         43,480     30,868     85,535     60,868
Applicable Income Taxes                              15,280     10,618     30,028     20,943
  Net Earnings                                      $28,200    $20,250    $55,507    $39,925

Net Earnings Per Common Share:
  Primary                                              $.66       $.49      $1.30       $.98
  Fully Diluted                                         .65        .49       1.28        .96
Average Primary Shares                               42,398     40,690     42,302     40,640
Average Fully Diluted Shares                         43,462     41,688     43,330     41,674
</TABLE>
                                - 3 -
<PAGE>
<TABLE>
                        PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Unaudited)
                                     (Dollars in Thousands)
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                       1997              1996
<S>                                                                <C>               <C>
Operating Activities:
  Net Earnings                                                        $55,507           $39,925
  Adjustments to Reconcile Net Earnings to
    Net Cash Provided by Operating Activities:
      Provision for Loan and Lease Losses                              26,000            23,750
      Amortization of Goodwill                                            814               566
      Amortization of Unearned Income and Other                       (36,362)          (20,795)
      Depreciation of Premises and Equipment                           13,520             7,381
      Realized Investment Security Gains                               (3,253)              (96)
      Proceeds from Sale of Loans Held for Sale                       677,833            93,083
      Origination of Loans Held for Sale                             (379,470)          (91,965)
      Realized Gains on Loans Held for Sale                           (31,427)           (1,118)
      Realized Gains on Sale of Other Loans and Leases                 (2,281)           (1,005)
      Increase in Interest Receivable                                    (372)           (3,687)
      (Increase) Decrease in Other Assets                              (9,663)            1,439
      Increase (Decrease) in Interest Payable                             512            (3,019)
      Increase in Other Liabilities                                    10,259             4,581
        Net Cash Provided By Operating Activities                     321,617            49,040

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                               795,684            79,398
    Proceeds from Maturities and Prepayments                           61,567           357,494
    Purchases                                                      (1,107,893)         (536,827)
  Net Increase in Loans and Leases                                   (154,121)         (169,495)
  Net Increase in Premises and Equipment                              (21,800)          (16,082)
  Net Cash and Cash Equivalents Received in Acquisition                 7,410                 -
    Net Cash Used In Investing Activities                            (419,153)         (285,512)

Financing Activities:
  Net Increase in Deposits                                             71,487            70,058
  Net Increase in Short-Term Debt                                     187,772           182,283
  Principal Payments on Long-Term Debt                               (202,708)          (54,716)
  Proceeds From Issuance of Long-Term Debt                                  -               248
  Cash Dividends Paid                                                 (13,366)          (10,617)
  Purchase of Treasury Stock                                             (342)                -
  Proceeds from Sale of Common Stock                                    5,705               625
  Net Increase in Other Equity Items                                        9                16
    Net Cash Provided By Financing Activities                          48,557           187,897
      Decrease in Cash and Cash Equivalents                           (48,979)          (48,575)
  Cash and Cash Equivalents at Beginning of Period                    278,747           213,594
    Cash and Cash Equivalents at End of Period                       $229,768          $165,019

Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                         $149,929          $140,316
    Income Taxes                                                       15,000             5,000
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to
      Other Real Estate                                                 9,388             8,080
    Securitization of Residential Loans                                     -            64,025
    Residual Interest Securities Created from the
      Sale of Residential Loans                                        37,072                 -
    Common Stock Issued To Acquire Business                             7,152                 -
</TABLE>
                                - 4 -
<PAGE>
           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In  the opinion of management, the accompanying unaudited consolidated
financial  statements  contain  all adjustments  (consisting  of  only
normal  recurring  accruals)  necessary  for  fair  presentation.  The
results   of  operations  for  interim  periods  are  not  necessarily
indicative of the results to be expected for the full year.

The   financial  statements  presented  herein  should  be   read   in
conjunction  with the financial statements and notes thereto  included
in  Provident  Bancorp, Inc.'s 1996 annual report on Form  10-K  filed
with the Securities and Exchange Commission.

Effective  June 2, 1997, Provident Bancorp, Inc. changed its  name  to
Provident Financial Group, Inc. The name change is in response to  new
products and services being offered.

All data relating to Provident Financial's Common Stock and per Common
Share  information has been adjusted for 3-for-2 common  stock  splits
effective May 24, 1996 and December 19, 1996.

Basis of Presentation

The   consolidated  financial  statements  include  the  accounts   of
Provident Financial Group, Inc. and its subsidiaries, all of which are
wholly  owned. All significant intercompany balances and  transactions
have  been  eliminated. Certain reclassifications have  been  made  to
conform to the current year presentation.

The accompanying financial statements have been prepared in accordance
with  the  instructions to Form 10-Q and therefore do not include  all
information and footnotes necessary to be in conformity with generally
accepted accounting principles.

Provident   Financial   adopted  Statement  of  Financial   Accounting
Standards  No.  125,  "Accounting  for  Transfers  and  Servicing   of
Financial  Assets and Extinguishments of Liabilities"  as  amended  by
Statement  No.  127,  "Deferral  of  the  Effective  Date  of  Certain
Provisions  of FASB Statement No. 125, an amendment of FASB  Statement
No.  125"  on  January 1, 1997. This Statement provides standards  for
distinguishing  transfers  of financial assets  that  are  sales  from
transfers that are secured borrowings. Under this Statement, a company
would remove from the balance sheet those assets it no longer controls
and liabilities it has satisfied. The adoption of SFAS No. 125 had  no
material impact on Provident Financial's financial position or results
of operations.

                                - 5 -
<PAGE>
Statement No. 128, "Earnings per Share"  establishes revised standards
for  computing  and  presenting earnings per share.  It  replaces  the
presentation  of primary and fully diluted earnings per share  with  a
presentation  of basic and diluted earnings per share. Basic  earnings
per  share  excludes  dilution  and is  computed  by  dividing  income
available  to  common stockholders by the weighted-average  number  of
common  shares outstanding for the period. Diluted earnings per  share
reflects  the  potential dilution that could occur  if  securities  or
other contracts to issue common stock were exercised or converted into
common  stock  that then shared in the earnings of  the  entity.  This
Statement  is effective for financial statements for both interim  and
annual  periods ending after December 15, 1997. Provident  Financial's
pro forma basic and diluted earnings per share would not have differed
materially from primary and fully diluted earnings per share.

Guaranteed  Preferred  Beneficial  Interests  in  Provident  Financial
Group, Inc.'s Fixed Rate Junior Subordinated Debentures

In  November  1996, Provident Financial established Provident  Capital
Trust  I. Provident Capital issued Capital Securities of $100  million
of  preferred  to  the  public and $3,093,000 of common  to  Provident
Financial.  Proceeds from the issuance of the capital securities  were
invested   in   Provident   Financial's  8.60%   Junior   Subordinated
Debentures,   due   2026.   Taken  together,   Provident   Financial's
obligations  under the Guarantee, the Declaration, the  Indenture  and
the  Debentures  provide  a full and unconditional  guarantee  of  the
Capital Securities. The sole assets (excluding interest receivable  on
the Debentures and prepaid franchise tax) of Provident Capital are the
Debentures.

Provident Auto Leasing Company

In  January  1997, Provident Financial formed Provident  Auto  Leasing
Company,  a  Delaware  business trust, as a  subsidiary  of  Provident
Commercial  Group,  Inc.  Provident Auto  was  created  to  avoid  the
administrative difficulty and expense associated with retitling leased
vehicles  in  connection with the financing or transfer of  beneficial
ownership  of  automobile  and light duty trucks  subject  to  leases.
Provident  Auto  is a separate legal entity from Provident  Commercial
and  each  maintains separate books and records with  respect  to  its
assets  and liabilities. As of June 30, 1997 Provident Auto had  total
assets  of  $76.6 million. These assets are not available to creditors
of  Provident  Commercial  to  secure any  indebtedness  of  Provident
Commercial,  or  otherwise  to satisfy the claims  of  such  creditors
against Provident Commercial.

                               - 6 -
<PAGE>
Stock Options

During the second quarter of 1997, Provident Financial adopted  a  new
stock  option  plan  under  which 4,000,000  common  shares  would  be
reserved  for issuance. The plan provides that all options are  to  be
granted  with exercise prices of not less than 95% of market value  at
the time of grant. Options may be granted for varying periods of up to
ten  years.  Options may be granted either as Incentive Stock  Options
designed  to  provide certain tax benefits under the Internal  Revenue
Code or as Non-Qualified Options without such benefits.

Options to purchase 665,950 shares of Provident Financial Common Stock
were  granted  during the first six months of 1997. The  options  have
exercise prices ranging from $31.95 to $42.13.

Off-Balance Sheet Financial Agreements

In  the  normal course of business, Provident Financial  uses  various
financial  instruments  with off-balance  sheet  risk  to  manage  its
interest  rate risk and to meet the financing needs of its  customers.
At  June  30,  1997, these off-balance sheet instruments consisted  of
standby  letters  of credit of $131.8 million, commitments  to  extend
credit  of $2.0 billion and interest rate swaps with a notional amount
of $1.9 billion.

Acquisitions

On  February  12, 1997, Provident Financial completed  its  previously
announced  acquisition  of South Hillsborough  Community  Bank.  South
Hillsborough, which had $40 million in assets at the time  of  merger,
is a Florida state chartered bank having three offices in Hillsborough
County, Florida. This transaction was accounted for as a purchase, and
accordingly, the assets acquired and liabilities assumed were recorded
at  estimated  fair value. South Hillsborough's shareholders  received
189,259 shares of Provident Financial Common Stock having an aggregate
value  of  $7,151,900  as a result of the merger.  During  the  second
quarter,  South  Hillsborough Community Bank's  name  was  changed  to
Provident Bank of Florida.

On  May  22,  1997,  Provident Financial announced the  signing  of  a
definitive agreement for the acquisition of Florida Gulfcoast Bancorp,
Inc.  Florida  Gulfcoast is the parent of the $163 million  Enterprise
National  Bank  which  operates  three branches  in  Sarasota  County,
Florida.  This  transaction will be accounted  for  as  a  pooling  of
interest, and accordingly, the assets acquired and liabilities assumed
will  be  recorded at their historical value. Shareholders of  Florida
Gulfcoast  will  receive  shares of Provident Financial  Common  Stock
having  an aggregate value of $34.9 million as a result of the merger.
Florida  Gulfcoast will be merged into the Provident Bank of  Florida.
The  acquisition is expected to be completed during the third  quarter
of 1997.

                                - 7 -
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Summary

Provident Financial's net earnings for the second quarter of 1997 were
$28.2  million  compared to $20.3 million for the  second  quarter  of
1996. Net interest income increased by $6.9 million, or 12%, over  the
comparable period in 1996. Interest income increased by $14.6 million,
which  more than offset the $7.7 million increase in interest expense.
The provision for loan and lease losses was $15.0 million, an increase
of  $1.3  million, or 9%, from the second quarter in 1996. Noninterest
income  increased  $19.8  million, or  88%,  due  primarily  to  gains
recognized  on  the  sale  of  loans and leases.  Noninterest  expense
increased $12.8 million, or 35%, primarily as a result of the national
expansion of Provident Consumer Financial Services, the acquisition of
Information  Leasing  Corporation, the continued  development  of  the
MeritValu division and the continued redirection of its retail banking
functions.

For  the  first six months of 1997, Provident Financial's net earnings
were  $55.5  million, an increase of $15.6 million, or 39%,  over  the
same  period  during  1996.  Net interest income  increased  by  $13.0
million,  or 11%, over the comparable period in 1996. Interest  income
increased  by $26.1 million, which more than offset the $13.1  million
increase in interest expense. The provision for loan and lease  losses
increased  $2.3, or 9%, from the same period during 1996.  Noninterest
income  increased  $37.8  million, or 91%, while  noninterest  expense
increased $23.8 million, or 33%. The explanations for the increase  in
noninterest  income  and expense are the same as those  noted  in  the
above quarterly comparisons paragraph.

The  recognition  of  gains on the sale of loans  and  leases  made  a
significant  contribution to Provident Financial's net  income  during
the  first  two quarters of 1997. Of the $33.7  million  gain recorded
during  this  period,  $26.0 million was realized  from  the  sale  of
residential closed-end nonconforming home equity loans  originated  by
Provident Consumer. The following is a summary of selected operational
data for Provident Consumer for the past five quarters (in million):
<TABLE>
<CAPTION>
                                                 Quarter Ended
                             June 1997  Mar. 1997  Dec. 1996  Sept. 1996 June 1996
<S>                             <C>        <C>        <C>        <C>         <C>
  Loan Originations             $213.6     $143.3     $130.2     $111.4      $76.7
  Loan Sales                     233.2      140.1      110.0      204.0          -
  Gain on Sale of Loans           15.5       10.5        9.5       14.5          -
  Interest and Fees on Loans       5.2        4.2        2.5        4.2        2.8
</TABLE>
                                - 8 -
<PAGE>
The  following ratios compare Provident Financial's returns on average
assets and average equity for the first six months of 1997 and for the
year 1996.
<TABLE>
<CAPTION>
                                                  Six Months Ended      Year Ended
                                                   June 30, 1997     December 31, 1996
<S>                                                      <C>                <C>
  Net Earnings to Average Assets(1)                       1.64%              1.28%
  Net Earnings to Average Shareholders' Equity(1)        20.60%             17.67%
<FN>
  (1)Net earnings for the six months ended June 30, 1997 have been annualized.
</TABLE>
The   ratio   of   noninterest  expense  to  tax  equivalent   revenue
("efficiency  ratio")  was  47.1% for the first  six  months  of  1997
compared  to  46.2% for the first six months of 1996. For purposes  of
calculating  the efficiency ratio, noninterest expense  excludes  non-
recurring expenses. Tax equivalent revenue includes tax equivalent net
interest  income  and  noninterest income but  excludes  non-recurring
income, and security gains or losses.

Nonperforming  assets  as  of June 30, 1997  were  $49.1  million,  an
increase  of $20.6 million compared to December 31, 1996. The increase
was  principally  the result of placing one loan on nonaccrual  during
the  second  quarter. The ratio of nonperforming loans to total  loans
and leases was .71% at June 30, 1997, compared to .41% at December 31,
1996.  The  ratio of nonperforming assets to total loans,  leases  and
other real estate owned was .94% at June 30, 1997, compared to .54% at
December 31, 1996.

Net Interest Income

See  Table  1  for net interest income on a tax equivalent  basis  and
Table  2  for  consolidated average balances, average  rates  and  net
interest margin.

Net  interest income on a tax equivalent basis increased approximately
$12.9  million  for the first six months of 1997 over  the  comparable
period  in  1996. This increase resulted from a $7.4 million  increase
due  to changes in volume and a $5.5 million increase which was caused
by  changes  in  rates. Volume changes are caused by  changes  in  the
average  balances  of  interest earning assets  and  interest  bearing
liabilities.  The  net interest margin was 4.05%  for  the  first  six
months of 1997 as compared to 3.93% for the comparable period in 1996.
This improvement reflects the increase in the average rate received on
interest  earning assets of 20 basis points, more than offsetting  the
increase  in the average rate paid on interest bearing liabilities  of
12 basis points. The increase in Provident Financial's overall rate on
interest  earning assets was due to the increase in the rate  received
on equipment leases. The increase in the average rate paid on interest
bearing  liabilities was due to a higher average rate paid  on  demand
deposits  and  long-term debt. Interest rate swaps increased  the  net
interest  margin  by 22 basis points and 21 basis  points  during  the
first six months of 1997 and 1996, respectively.

                                - 9 -
<PAGE>
In  preparing the net interest margin tables, nonaccrual loan balances
are  included  in  the  average balances for loans  and  leases.  Fees
included  in  interest and fees on loans and leases  are  as  follows:
second  quarter  1997  -  $3.9 million, second  quarter  1996  -  $3.8
million,  year-to-date 1997 - $8.2 million, and  year-to-date  1996  -
$8.8 million.

Noninterest Income

Second Quarter 1997 Compared to Second Quarter 1996

Noninterest  income increased $19.8 million during the second  quarter
of  1997  compared  to the same quarter in 1996.  Service  charges  on
deposit  accounts  increased primarily as a result of  increased  fees
received  on  corporate and personal demand deposit accounts  and  ATM
usage.  The increase in other service charges and fees was principally
the  result of gains and fees related to commercial lending.  Gain  on
sales  of  loans and leases increased primarily as a result  of  $15.5
million  in gains on the sale of non-conforming home equity  loans  by
Provident  Consumer.  Security gains of $1.0 million  were  recognized
primarily from the sale of mortgage-backed securities. The decrease in
other  income was due to receipts of additional consideration  related
to  a  restructured  loan  being higher in 1996  than  in  1997.  This
decrease  was  partially offset by additional revenues from  operating
leases  which  resulted  from the acquisition of  Information  Leasing
Corporation.

Six  Months Ended June 30, 1997 Compared to Six Months Ended June  30,
1996

Noninterest income increased $37.8 million during the first six months
of  1997  compared  to  the same period in 1996.  Service  charges  on
deposits  accounts, other service charges and fees, gain on  sales  of
loans  and  leases  and security gains increased  while  other  income
decreased for the same reasons given in the quarterly comparison.

Noninterest Expense

Second Quarter 1997 Compared to Second Quarter 1996

Noninterest expense increased $12.8 million during the second  quarter
of   1997  when  compared  to  1996.  Compensation  expense  increased
primarily  as a result of the acquisition of Information  Leasing  and
the  expansion of Provident Consumer. Equipment expense increased  due
primarily  to the depreciation of computer equipment purchased  during
the  current  year.  Professional  fees  increased  primarily  in  the
MeritValu  and  consumer  lending areas. Charges  and  fees  increased
primarily  as  a result of increased loan originations and  foreclosed
property costs. Higher marketing costs were the primary reason for the
increase in other expense.

                               - 10 -
<PAGE>
Six  Months Ended June 30, 1997 Compared to Six Months Ended June  30,
1996

Noninterest  expense  increased $23.8 million  during  the  first  six
months  of  1997  compared to the same period in  1996.  Compensation,
equipment  expense,  professional fees, charges  and  fees  and  other
expenses  increased  for the same reasons as given  in  the  quarterly
comparison.

Financial Condition

Short-Term Investments and Investment Securities

Federal  funds sold and reverse repurchase agreements decreased  $70.1
million  since  December 31, 1996. The amount of  federal  funds  sold
changes  daily  as  cash is managed to meet reserve  requirements  and
customer  needs. After funds have been allocated to meet  lending  and
investment requirements, any remainder is placed in overnight  federal
funds.  Investment  securities increased $300.4  million  during  1997
resulting  from  the  redeployment  of  proceeds  from  the  sale   of
residential mortgage loans.

Loans and Leases

Total  loans  and  leases decreased $105.6 million  during  1997.  The
decrease  was  due  primarily  to  the  sale  of  $683.5  million   in
residential  loans  during the first half of  1997  which  was  offset
partially by the origination of new loans and leases primarily in  the
areas  of  commercial and financial, residential  and  consumer  lease
financing.

The  following  table  shows the composition  of  the  commercial  and
financial loan category by industry type at June 30, 1997 (dollars  in
millions):

                                                             Amount on
             Type                     Amount         %      Nonaccrual
  Construction                        $105.7         4             $.1
  Manufacturing                        534.8        21             2.2
  Transportation/Utilities             142.5         6              .1
  Wholesale Trade                      231.0         9             2.8
  Retail Trade                         263.7        11            17.6
  Finance & Insurance                  134.8         5              .5
  Real Estate Operators/Investment     304.1        12              .7
  Service Industries                   370.3        15              .8
  Automobile Dealers                   118.3         5               -
  Other(1)                             303.9        12             2.4
     Total                          $2,509.1       100           $27.2

  (1) Includes various kinds of loans, such as small business loans
      and loans with balances under $100,000.

                               - 11 -
<PAGE>
The  composition  of  the commercial mortgage  and  construction  loan
categories by property type at June 30, 1997 is shown in the following
table (dollars in millions):

                                                             Amount on
             Type                     Amount         %      Nonaccrual
  Apartments                          $126.9        16              $-
  Office/Warehouse                     165.8        21               -
  Residential Development               94.6        12               -
  Shopping/Retail                      192.6        24               -
  Land                                  42.2         5               -
  Industrial Plants                     15.5         2               -
  Hotels/Motels                         30.2         4               -
  Health Facilities                      4.4         1               -
  Auto Sales and Service                26.0         3               -
  Churches                              11.7         1               -
  Mobile Home Parks                      7.8         1               -
  Other Commercial Properties           82.8        10               -
     Total                            $800.5       100              $-

Provident Financial maintains a reserve to absorb potential losses  in
its  loan  and  lease  portfolio. Management's  determination  of  the
adequacy  of  the  reserve is based on reviews of specific  loans  and
leases, credit loss experience, general economic conditions and  other
pertinent  factors. Loans and leases deemed uncollectible are  charged
off  and deducted from the reserve and recoveries on loans and  leases
previously charged off are added to the reserve. Management  considers
the  present reserve to be appropriate and adequate to cover potential
losses  inherent in the loan and lease portfolio based on the  current
economic  environment. The foregoing is a forward  looking  statement.
Actual  results  could vary materially because  of  a  number  factors
including  a deterioration in general economic conditions which  could
adversely  effect  borrowers.  In  addition,  borrowers  could  suffer
unanticipated  losses  without regard to general economic  conditions.
The  result of these and other factors could cause an increase in  the
risk  characteristics of the loan and lease portfolio and an  increase
in the provision for loan and lease losses.

The  following table shows the progression of the reserve for loan and
lease losses (dollars in thousands):

                                              1997              1996
  Balance at January 1                       $66,693           $60,235
  Provision for Loan and Lease Losses         26,000            23,750
  Acquired Reserves                              334                 -
  Loans and Leases Charged Off               (20,532)          (24,807)
  Recoveries                                   5,801             1,991
  Balance at June 30                         $78,296           $61,169

                               - 12 -
<PAGE>
Net  charge-offs totaled $14.7 million during the first six months  of
1997  compared  to  $22.8 million for the same time  period  in  1996.
During  the first half of 1997, net charge-offs for commercial lending
were $1.2 million which resulted primarily from the charge-off of  one
commercial  mortgage loan. Net charge-offs for consumer  lending  were
$13.5  million  which consisted principally of auto loans  and  credit
cards.  As  a  percentage of total loans and leases  outstanding,  the
reserve  was 1.50% at June 30, 1997 compared to 1.26% at December  31,
1996  and  1.22% at June 30, 1996. The increase in the ratio  reflects
the  sale of low risk seasoned residential loans during the first half
of 1997 as well as an additional reserve to offset an anticipated loss
related to a single credit recently placed on nonaccrual.

Table  3  shows  a comparison of the major components of nonperforming
assets  over  the past five quarters along with various asset  quality
ratios.  Nonperforming assets have increased $20.6 million during  the
first six months of 1997. Nonaccrual loans increased $15.5 million due
primarily  to  the  one credit being added as noted  in  the  previous
paragraph.  Other real estate increased $5.7 million due primarily  to
foreclosing   on  two  commercial  properties.  At  June   30,   1997,
nonperforming assets as a percentage of total loans, leases and  other
real  estate was .94% compared to .54% at December 31, 1996  and  .85%
for Provident Financial's most recent five-year average.

Short-Term Debt

Short-term  debt increased $187.8 million, or 31%, to  $787.3  million
during  the  first six months of 1997. The increase  was  due  to  the
purchase  of  overnight  federal funds. The amount  of  federal  funds
purchased   changes  daily  as  cash  is  managed  to   meet   reserve
requirements  and customer needs. After funds have been  allocated  to
meet  lending and investment requirements, any shortage is  offset  by
the purchased of overnight federal funds.

Long-Term Debt

During  the first six months of 1997, long-term debt decreased  $202.6
million,  or 24%, reflecting the repayment of debt, primarily  to  the
Federal Home Loan Bank.

Capital Resources and Adequacy

During  the  first six months of 1997, shareholders' equity  increased
$52.3  million, or 10%, to $569.1 million. Dividends of $13.0  million
on common stock and $316,000 on preferred stock were paid in the first
half of 1997. Unrealized gains/losses on marketable securities, net of
deferred income taxes, decreased $2.4 million during the first half of
1997.

                               - 13 -
<PAGE>
The  following  table of ratios is important to the  analysis  of  the
adequacy of capital resources.
<TABLE>
<CAPTION>
                                                  Six Months Ended       Year Ended
                                                   June 30, 1997     December 31, 1996
<S>                                                         <C>                <C>
  Average Shareholders' Equity to Average Assets             7.96%              7.23%
  Preferred Dividend Payout to Net Earnings                   .57                .66
  Common Dividend Payout to Net Earnings                    23.51              26.40
  Tier 1 Leverage Ratio                                      9.48               9.02
  Tier 1 Capital to Risk-Weighted Assets                     9.46               9.23
  Total Risk-Based Capital To Risk-Weighted Assets          13.21              13.05
</TABLE>
Provident  Financial  announced that it was increasing  its  quarterly
common  dividend from $.16 per share to $.20 per share effective  with
the  dividend  to  be paid in the third quarter of 1997.  This  higher
dividend  rate  should cause the preferred dividend payout  ratio,  as
well  as  the common dividend payout ratio, to increase in the future,
as  the preferred dividend rate is based on a rate equivalent to  that
paid on its common stock.

Capital  expenditures  planned  by Provident  Financial  for  building
improvements  and  furniture  and  equipment  in  1997  are  currently
estimated to be approximately $14 million. Included in this amount are
projected  capital  expenditures for the purchase or  construction  of
system  applications, data processing equipment,  ATMs  and  branches.
Through   June   30,  1997,  approximately  $9.4  million   of   these
expenditures have been made.

Liquidity

Adequate  liquidity  is  necessary to meet  the  borrowing  needs  and
deposit  withdrawal requirements of customers as well  as  to  satisfy
liabilities,  fund  operations  and support  asset  growth.  Provident
Financial  has  a  number of sources to provide for  liquidity  needs.
First,  liquidity needs can be met by the liquid assets on its balance
sheet  such as cash, deposits with other banks and federal funds sold.
Another  source is the generation of new deposits. Provident Financial
may  borrow  both short-term and long-term funds. Provident  Financial
has  an additional $687.5 million available for borrowing under  a  $1
billion  bank  notes program. Additional sources of liquidity  include
the  sale  of  investment securities and the sale  of  commercial  and
consumer loans and leases.

The major source of liquidity for Provident Financial on a parent-only
basis  ("the  Parent")  is dividends paid to it by  its  subsidiaries.
Pursuant to Federal Reserve and state banking regulations, the maximum
amount  available for dividend distribution to the Parent at June  30,
1997 by its banking subsidiaries was approximately $157.4 million. The
Parent  has  not received dividends from its subsidiaries  during  the
first six months of 1997.

                               - 14 -
<PAGE>
At  June  30,  1997,  the  Parent  had $152.6  million  of  short-term
commercial  paper outstanding. A portion of commercial paper  proceeds
was   used  to  fund  investment  securities  and  short-term   loans.
Contractual  lines of credit totaling $175 million have been  obtained
by  the  Parent to support its commercial paper borrowings. Also,  the
Parent has $40 million in general purpose lines of credit. These lines
had not been used at June 30, 1997. The Parent had approximately $63.6
million in cash and interest earning deposits at June 30, 1997.

                               - 15 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Condensed Consolidated Statements Of Earnings
(unaudited)
(In Thousands)
Table 1.
<CAPTION>
                                                             Quarter Ended           Six Months Ended
                                                           June        June          June        June
                                                           1997        1996          1997        1996
<S>                                                      <C>         <C>           <C>         <C>
Total Interest Income                                    $142,236    $127,612      $279,522    $253,410
Taxable Equivalent Adjustment                                  86         142           164         257

Taxable Equivalent Interest Income                        142,322     127,754       279,686     253,667
Total Interest Expense                                     76,689      68,963       150,442     137,297

Net Interest Income                                        65,633      58,791       129,244     116,370
Provision for Loan and Lease Losses                        15,000      13,750        26,000      23,750

Taxable Equivalent Net Interest Income After
    Provision for Loan and Lease Losses                    50,633      45,041       103,244      92,620

Noninterest Income                                         42,385      22,575        79,177      41,383
Noninterest Expense                                        49,452      36,606        96,722      72,878


Taxable Equivalent Earnings Before Income Taxes            43,566      31,010        85,699      61,125

Applicable Income Taxes                                    15,280      10,618        30,028      20,943

Taxable Equivalent Adjustment                                  86         142           164         257

Net Earnings                                              $28,200     $20,250       $55,507     $39,925
Net Earnings Applicable to Common Stock                   $28,042     $20,112       $55,191     $39,666
</TABLE>
                               - 16 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Consolidated Average Balances, Rates and Yields
On a Fully Taxable Equivalent Basis
(unaudited)
(Dollars In Millions)
Table 2.
<CAPTION>
                                                                 Quarter Ended                       Six Months Ended
                                                       June 30, 1997      June 30, 1996     June 30, 1997     June 30, 1996
                                                      Average    Avg     Average    Avg    Average    Avg     Average    Avg
                                                      Balance    Rate    Balance    Rate   Balance    Rate    Balance    Rate
<S>                                                    <C>       <C>      <C>       <C>     <C>       <C>      <C>       <C>
Assets:
 Loans and Leases (Net of Unearned Income):
  Commercial Lending:
   Commercial and Financial                            $2,479     9.47%   $2,249     9.11%  $2,437     9.34%   $2,237     9.35%
   Mortgage                                               511     9.18       452     9.37      500     9.22       447     9.15
   Construction                                           286     8.89       231     8.92      283     8.79       247     9.01
   Lease Financing                                        248    11.22       128     8.00      245    11.15       126     7.65
  Consumer Lending:
   Instalment                                             877     9.86       991     9.27      893     9.76       997     9.30
   Residential                                            204     9.09       465     8.63      314     8.33       470     8.33
   Lease Financing                                        647     7.57       421     7.53      631     7.63       390     7.50
    Total Loans and Leases                              5,252     9.31     4,937     8.95    5,303     9.19     4,914     9.02
 Investment Securities:
  Taxable                                               1,176     6.79     1,060     6.54    1,101     6.82       998     6.50
  Tax-Exempt                                                7     6.36        16     6.17        7     5.36        13     6.09
    Total Investment Securities                         1,183     6.78     1,076     6.53    1,108     6.81     1,011     6.49
 Federal Funds Sold and Reverse
   Repurchase Agreements                                   22     5.79        35     5.18       21     5.79        28     5.18
    Total Earning Assets                                6,457     8.84     6,048     8.50    6,432     8.77     5,953     8.57
 Cash and Noninterest Bearing Deposits                    106                157               138                148
 Other Assets                                             193                130               202                128
    Total Assets                                       $6,756             $6,335            $6,772             $6,229
Liabilities and Shareholders' Equity:
 Deposits:
  Demand Deposits                                        $298     2.86      $253     1.94     $273     2.64      $253     1.94
  Savings Deposits                                        500     2.67       588     2.68      497     2.71       594     2.69
  Time Deposits                                         3,505     5.79     2,928     5.77    3,448     5.71     2,872     5.86
   Total Deposits                                       4,303     5.23     3,769     5.03    4,218     5.16     3,719     5.09
 Short-Term Debt:
  Federal Funds Purchased and
   Repurchase Agreements                                  427     5.39       596     5.23      435     5.31       558     5.28
  Commercial Paper                                        156     5.91       145     5.45      149     5.72       148     5.47
  Short-Term Notes Payable                                  1     5.09         1     6.46        1     5.52         1     6.68
   Total Short-Term Debt                                  584     5.53       742     5.27      585     5.42       707     5.32
 Long-Term Debt                                           665     6.24       812     5.98      722     6.27       816     6.04
 Junior Subordinated Debentures                            99     8.80         -        -       99     8.84         -        -
   Total Interest Bearing Liabilities                   5,651     5.44     5,323     5.21    5,624     5.39     5,242     5.27
 Noninterest Bearing Deposits                             396                413               443                405
 Other Liabilities                                        157                148               166                139
 Shareholders' Equity                                     552                451               539                443
   Total Liabilities and Shareholders' Equity          $6,756             $6,335            $6,772             $6,229

Net Interest Spread                                               3.40%              3.29%             3.38%              3.30%

Net Interest Margin                                               4.08%              3.91%             4.05%              3.93%
</TABLE>
                               - 17 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Consolidated Quarterly Nonperforming Assets
(unaudited)
(Dollars In Thousands)
Table 3.
<CAPTION>
                                                                      Quarter Ended
                                                       June         Mar.         Dec.        Sept.         June
                                                       1997         1997         1996         1996         1996
<S>                                                  <C>          <C>          <C>          <C>          <C>
Nonaccrual Loans: (1)
 Commercial Lending:
   Commercial and Financial                            $27,230      $14,597      $14,164      $18,024      $14,283
   Mortgage                                                  -          103          103           48          300
   Construction                                             27           71           71           71           71
   Lease Financing                                       7,292        4,980        3,973        2,653        2,720
 Consumer Lending:
   Instalment                                                -            -            -            -            -
   Residential                                           2,028        3,583        2,805        2,008        1,489
   Lease Financing                                           -            -            -            -            -
     Total Nonaccrual Loans                             36,577       23,334       21,116       22,804       18,863

Renegotiated Loans (2)                                     246          526          786          787          551
   Total Nonperforming Loans                            36,823       23,860       21,902       23,591       19,414

Other Real Estate and Equipment Owned:
   Commercial                                            8,820        5,191        6,102        6,477        7,341
   Closed bank branches                                      -            -            -            -            -
   Residential                                           3,369        3,752          475          480          897
   Multifamily                                               -            -            -            -            -
   Land                                                     68        1,615           15          660          661
     Total                                              12,257       10,558        6,592        7,617        8,899

     Total Nonperforming Assets                        $49,080      $34,418      $28,494      $31,208      $28,313

Loans 90 Days Past Due Still Accruing                  $20,460      $11,848      $18,751      $19,989      $25,426

Total Loans and Leases                               5,205,897    5,071,712    5,311,448    5,047,441    4,996,007

Reserve for Loan and Lease Losses                       78,296       68,371       66,693       63,665       61,169

Total Assets                                         6,985,162    6,780,351    6,829,088    6,483,920    6,428,464

Reserve for Loan and Lease Losses as a Percent of:
  Nonperforming Loans                                   212.63%      286.55%      304.51%      269.87%      315.08%
  Nonperforming Assets                                  159.53%      198.65%      234.06%      204.00%      216.05%
  Total Loans and Leases                                  1.50%        1.35%        1.26%        1.26%        1.22%

Nonperforming Loans as a % of Total
  Loans and Leases                                         .71%         .47%         .41%         .47%         .39%


Nonperforming Assets as a Percent of:
  Total Loans, Leases  and Other Real Estate               .94%         .68%         .54%         .62%         .57%
  Total Assets                                             .70%         .51%         .42%         .48%         .44%
<FN>
(1) Provident Financial generally stops accruing interest on loans and leases when the payment of
    principal and/or interest is past due 90 days or more.
(2) Loans renegotiated to provide a reduction or deferral of interest or principal because of a
    deterioration in the financial position of the borrower.
</TABLE>
                               - 18 -
<PAGE>
                     PART II  -  OTHER INFORMATION



Item 4.  Submission of Matters to a Vote of Security Holders

Registrant's annual meeting of shareholders was held on May 15,  1997.
Proxies  were solicited pursuant to Regulation 14 under the Securities
Exchange  Act  of 1934 and the following matters were voted  upon  and
approved by the shareholders as indicated below.
<TABLE>
<CAPTION>

                                         Votes      Votes                  Broker
                                          For      Against   Abstentions Non-Votes
<S>                                   <C>         <C>           <C>      <C>  
Amendments of the Articles of
Incorporation:
(a)To change the name of the Company
   to Provident Financial Group, Inc. 37,511,993     89,455     118,586          -
(b)To increase the number of common
   shares authorized from 60 million
   to 110 million shares              36,911,713    711,913      96,408          -

Adoption of a Stock Option Plan       32,188,382  3,176,283     559,286  1,796,083

Election of the following directors:
(a)Jack M. Cook                       37,573,032     17,238     129,764          -
(b)Allen L. Davis                     37,573,804     17,455     128,775          -
(c)Thomas D. Grote, Jr.               37,574,577     17,455     128,002          -
(d)Philip R. Myers                    37,587,009     17,455     115,570          -
(e)Joseph A. Pedoto                   37,574,113     17,455     128,466          -
(f)Sidney A. Peerless                 37,562,461     17,304     140,269          -
(g)Joseph A. Steger                   37,569,176     17,017     133,841          -
</TABLE>
Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibit filed:

       Exhibit 3(i) - Amendment to Articles of Incorporation

       Exhibit 27 - Financial Data Schedule


All  other  items required in Part II of this form have  been  omitted
since they are not applicable or not required.

                               - 19 -
<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.





                                       Provident Financial Group, Inc.
                                                  Registrant





Date:  August 13, 1997                      \s\ John R. Farrenkopf
                                              John R. Farrenkopf
                                              Vice President and
                                           Chief Financial Officer

                               - 20 -