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, 2000                                                No. 1-8019


                    PROVIDENT FINANCIAL GROUP, INC.


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, 2000 is 48,750,737.

                 Please address all correspondence to:

                          Christopher J. Carey
          Executive Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                         One East Fourth Street
                         Cincinnati, Ohio 45202


                                   1
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES



                       INDEX TO QUARTERLY REPORT

                              ON FORM 10-Q

PART I. FINANCIAL INFORMATION

   ITEM 1. FINANCIAL STATEMENTS

      Consolidated Balance Sheets . . . . . . . . . . . . . . . . .  3
      Consolidated Statements of Income . . . . . . . . . . . . . .  4
      Consolidated Statements of Changes in Shareholders' Equity  .  5
      Consolidated Statements of Cash Flows . . . . . . . . . . . .  6
      Notes to the Consolidated Financial Statements  . . . . . . .  7

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS  . . . . . 10

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
           ABOUT MARKET RISK  . . . . . . . . . . . . . . . . . . . 36

PART II. OTHER INFORMATION

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . 36

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

                                   2
<PAGE>
                     PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            June 30,     December 31,
                                                              2000           1999
(Dollars in Thousands)                                    (Unaudited)
------------------------------------------------------   ------------    ------------
<S>                                                      <C>             <C>
ASSETS
  Cash and Due from Banks                                $    247,428    $    292,134
  Federal Funds Sold and Reverse Repurchase Agreements         17,000          84,009
  Investment Securities Available for Sale
   (amortized cost - $3,296,412 and $2,187,802)             3,212,802       2,111,037
  Loans and Leases (Net of Unearned Income):
    Corporate Lending:
      Commercial                                            4,306,470       3,990,923
      Mortgage                                                535,805         576,570
      Construction                                            699,032         559,797
      Lease Financing                                         324,985         391,529
    Consumer Lending:
      Residential - Held for Sale                              48,867         653,679
      Installment                                             411,089         476,508
      Lease Financing                                         449,548         361,907
                                                         ------------    ------------
        Total Loans and Leases                              6,775,796       7,010,913
    Reserve for Loan and Lease Losses                         (97,588)        (94,045)
                                                         ------------    ------------
        Net Loans and Leases                                6,678,208       6,916,868
  Leased Equipment                                            217,372         171,258
  Premises and Equipment                                       99,470         100,099
  Receivables from Securitization Trusts                      421,758         355,222
  Other Assets                                                544,788         507,299
                                                         ------------    ------------
                                                         $ 11,438,826    $ 10,537,926
                                                         ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities:
    Deposits:
      Noninterest Bearing                                $  1,260,372    $  1,185,245
      Interest Bearing                                      6,433,048       6,044,743
                                                         ------------    ------------
        Total Deposits                                      7,693,420       7,229,988
    Short-Term Debt                                           909,360         977,835
    Long-Term Debt                                          1,400,364         950,821
    Guaranteed Preferred Beneficial Interests in
     Company's Junior Subordinated Debentures                 220,166         220,069
    Accrued Interest and Other Liabilities                    251,294         232,991
                                                         ------------    ------------
        Total Liabilities                                  10,474,604       9,611,704
  Shareholders' Equity:
    Preferred Stock, 5,000,000 Shares Authorized,
     Series D, 70,272 Issued                                    7,000           7,000
    Common Stock, No Par Value, 110,000,000 Shares
     Authorized, 48,748,520 and 48,618,330 Issued              14,449          14,410
    Capital Surplus                                           312,838         308,237
    Retained Earnings                                         684,282         646,472
    Accumulated Other Comprehensive Loss                      (54,347)        (49,897)
                                                         ------------    ------------
        Total Shareholders' Equity                            964,222         926,222
                                                         ------------    ------------
                                                         $ 11,438,826    $ 10,537,926
                                                         ============    ============
</TABLE>

See notes to consolidated financial statements.

                                   3
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)
<TABLE>
<CAPTION>
                                                  Three Months Ended     Six Months Ended
                                                       June 30,             June 30,
                                                 -------------------   -------------------
(In Thousands, Except Per Share Data)              2000       1999       2000       1999
----------------------------------------------   --------   --------   --------   --------
<S>                                              <C>        <C>        <C>        <C>
Interest Income:
  Interest and Fees on Loans and Leases          $173,571   $148,402   $335,382   $292,908
  Interest on Investment Securities                59,886     26,990    119,670     52,837
  Other Interest Income                               159      1,672        493      3,223
                                                 --------   --------   --------   --------
      Total Interest Income                       233,616    177,064    455,545    348,968
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                    18,377     13,975     35,458     28,085
    Time Deposits                                  70,849     48,635    134,339     96,500
                                                 --------   --------   --------   --------
      Total Interest on Deposits                   89,226     62,610    169,797    124,585
  Interest on Short-Term Debt                      23,589     15,220     48,249     30,126
  Interest on Long-Term Debt                       21,904     12,074     40,836     25,753
  Interest on Junior Subordinated Debentures        4,594      2,226      9,158      4,392
                                                 --------   --------   --------   --------
      Total Interest Expense                      139,313     92,130    268,040    184,856
                                                 --------   --------   --------   --------
        Net Interest Income                        94,303     84,934    187,505    164,112
Provision for Loan and Lease Losses                 9,700      8,150     19,400     21,125
                                                 --------   --------   --------   --------
  Net Interest Income After Provision
    for Loan and Lease Losses                      84,603     76,784    168,105    142,987
Noninterest Income:
  Service Charges on Deposit Accounts               8,745      8,154     17,238     15,691
  Loan Servicing Fees                              13,103      6,005     24,909     11,488
  Other Service Charges and Fees                    9,583     11,468     19,418     21,418
  Operating Lease Income                           10,413     10,334     20,499     19,232
  Gain on Sales of Loans and Leases - Non-Cash     19,006     17,667     34,447     36,991
  Gain on Sales of Loans and Leases - Cash          2,270        851      9,968      8,831
  Warrant Gains                                     3,800      1,169      4,800      1,169
  Security Gains                                        -        113         24        106
  Other                                             3,363      3,584      7,918      9,478
                                                 --------   --------   --------   --------
    Total Noninterest Income                       70,283     59,345    139,221    124,404
Noninterest Expense:
  Salaries, Wages and Benefits                     40,917     36,175     81,287     73,060
  Charges and Fees                                  5,803      3,570     10,550      7,454
  Occupancy                                         4,971      4,686      9,979      9,291
  Depreciation on Operating Lease Equipment         6,971      5,578     13,256     10,303
  Equipment Expense                                 6,103      6,169     12,339     11,701
  Professional Services                             5,401      5,182     10,434      9,206
  Merger and Restructuring Charges                      -          -     39,300      4,200
  Other                                            14,739     16,773     30,782     33,277
                                                 --------   --------   --------   --------
    Total Noninterest Expense                      84,905     78,133    207,927    158,492
                                                 --------   --------   --------   --------
Income Before Income Taxes                         69,981     57,996     99,399    108,899
Applicable Income Taxes                            25,092     20,432     37,738     38,800
                                                 --------   --------   --------   --------
  Net Income                                     $ 44,889   $ 37,564   $ 61,661   $ 70,099
                                                 ========   ========   ========   ========
Per Common Share:
  Basic Earnings Per Share                       $   0.92   $   0.79   $   1.26   $   1.48
  Diluted Earnings Per Share                         0.89       0.77       1.22       1.43
  Cash Dividends Declared                            0.24       0.22       0.48       0.44
</TABLE>

See notes to consolidated financial statements.

                                   4
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                                    Accumulated
                                                                                       Other
                             Preferred   Common     Capital   Retained   Treasury  Comprehensive
(In Thousands)                 Stock      Stock     Surplus   Earnings     Stock        Loss       Total
--------------------------   --------   --------   --------   --------   --------    --------    --------
<S>                <C>       <C>        <C>        <C>        <C>        <C>         <C>         <C>
Balance at January 1, 1999   $  7,000   $ 14,150   $276,796   $534,657   $(21,425)   $ (9,024)   $802,154

Net Income                                                      70,099                             70,099
Change in Unrealized Loss
 on Marketable Securities                                                             (30,500)    (30,500)
                                                                                                 --------
 Comprehensive Income                                                                              39,599

Dividends Paid on:
 Preferred Stock                                                  (435)                              (435)
 Common Stock                                                  (20,356)                           (20,356)
Exercise of Stock Options                     27      1,691                                         1,718
Purchase of Treasury Stock                                                 (8,645)                 (8,645)
Other                                                   271                                           271

                             --------   --------   --------   --------   --------    --------    --------
Balance at June 30, 1999     $  7,000   $ 14,177   $278,758   $583,965   $(30,070)   $(39,524)   $814,306
                             ========   ========   ========   ========   ========    ========    ========

Balance at January 1, 2000   $  7,000   $ 14,410   $308,237   $646,472   $      -    $(49,897)   $926,222

Net Income                                                      61,661                             61,661
Change in Unrealized Loss
 on Marketable Securities                                                              (4,450)     (4,450)
                                                                                                 --------
 Comprehensive Income                                                                              57,211

Dividends Paid on:
 Preferred Stock                                                  (474)                              (474)
 Common Stock                                                  (23,377)                           (23,377)
Exercise of Stock Options                     39      2,374                                         2,413
Cash Paid in Lieu of
 Issuance of Fractional
 Shares in Acquisition                                  (31)                                          (31)
Amortization of Expense
 Related to Employee Stock
 Benefit Plans                                          780                                           780
Liquidation of Employee
 Stock Benefit Plans                                  1,478                                         1,478

                             --------   --------   --------   --------   --------    --------    --------
Balance at June 30, 2000     $  7,000   $ 14,449   $312,838   $684,282   $      -    $(54,347)   $964,222
                             ========   ========   ========   ========   ========    ========    ========
</TABLE>

See notes to consolidated financial statements.

                                   5
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
<CAPTION>
                                                              Six Months Ended June 30,
                                                             --------------------------
(In Thousands)                                                   2000           1999
----------------------------------------------------------   -----------    -----------
<S>                                                          <C>            <C>
Operating Activities:
  Net Income                                                 $    61,661    $    70,099
  Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Provision for Loan and Lease Losses                         19,400         21,125
      Amortization of Goodwill and Other Intangible Assets         2,149          1,185
      Other Amortization and Accretion                           (16,562)        (7,827)
      Depreciation of Leased Equipment and
        Premises and Equipment                                    23,631         20,522
      Realized Investment Security Gains                             (24)          (106)
      Proceeds from Sale of Loans Held for Sale                1,049,470      1,144,663
      Origination of Loans Held for Sale                        (986,636)    (1,111,189)
      Realized Gains on Residential Loans Held for Sale          (30,607)       (35,321)
      Decrease in Net Trading Account Securities                       -         15,333
      Increase in Interest Receivable                            (19,212)        (5,707)
      Increase in Other Assets                                   (20,426)       (37,069)
      Increase (Decrease) in Interest Payable                      7,488         (1,262)
      Increase (Decrease) in Other Liabilities                     2,273        (25,355)
                                                             -----------    -----------
        Net Cash Provided By Operating Activities                 92,605         49,091
                                                             -----------    -----------
Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                        1,175,626        290,358
    Proceeds from Maturities and Prepayments                     189,366        139,268
    Purchases                                                 (1,837,803)      (481,712)
  Increase in Receivables Due From Securitization Trusts         (95,472)      (128,435)
  Net Increase in Loans and Leases                              (389,708)      (294,796)
  Net Increase in Operating Lease Equipment                      (59,370)       (11,949)
  Net Increase in Premises and Equipment                          (9,746)       (12,551)
                                                             -----------    -----------
    Net Cash Used In Investing Activities                     (1,027,107)      (499,817)
                                                             -----------    -----------
Financing Activities:
  Net Increase in Deposits of Securitization Trusts               97,982        133,904
  Net Increase in Other Deposits                                 365,450        268,634
  Net Decrease in Short-Term Debt                                (68,475)        (6,435)
  Principal Payments on Long-Term Debt                          (101,055)      (149,525)
  Proceeds From Issuance of Long-Term Debt and
    Company's Junior Subordinated Debentures                     548,096        146,650
  Cash Dividends Paid                                            (23,851)       (20,791)
  Purchase of Treasury Stock                                           -         (8,645)
  Proceeds from Exercise of Stock Options                          2,413          1,718
  Net Increase in Other Equity Items                               2,227            271
                                                             -----------    -----------
    Net Cash Provided By Financing Activities                    822,787        365,781
                                                             -----------    -----------
      Decrease in Cash and Cash Equivalents                     (111,715)       (84,945)
  Cash and Cash Equivalents at Beginning of Period               376,143        337,351
                                                             -----------    -----------
    Cash and Cash Equivalents at End of Period               $   264,428    $   252,406
                                                             ===========    ===========
Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                 $   260,550    $   186,827
    Income Taxes                                                  41,437         26,293
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to
      Other Real Estate                                            5,649          1,857
    Residual Interest in Securitized Assets Created from
      the Sale of Loans                                          106,098         96,748
</TABLE>

See notes to consolidated financial statements.

                                   6
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF 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.  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 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.

On February 4, 2000  Provident  acquired  Fidelity  Financial  of Ohio,
Inc.,  a holding  company  for  Centennial  Bank.  Centennial  operated
fifteen banking centers in the greater Cincinnati metropolitan area and
held  deposits  of $588  million.  The  merger was  accounted  for as a
pooling-of-interests.    Accordingly,    the   consolidated   financial
statements  and other  financial  information  for periods prior to the
merger include the accounts and operations of Fidelity Financial.

The financial statements presented herein should be read in conjunction
with the financial statements and notes thereto included in Provident's
1999 annual report on Form 10-K filed with the  Securities and Exchange
Commission.

                                   7
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  EARNINGS PER SHARE
---------------------------

The  following  table sets forth the  computation  of basic and diluted
earnings per common share,  as calculated  with and without  merger and
restructuring charges:
<TABLE>
<CAPTION>
                                                        Three Months Ended       Six Months Ended
                                                              June 30,                June 30,
                                                       --------------------    --------------------
(In Thousands, Except Per Share Data)                      2000        1999        2000        1999
----------------------------------------------------   --------    --------    --------    --------
<S>            <C>                                     <C>         <C>         <C>         <C>
Including Merger & Restructuring Charges:
  Basic:
    Net Income (1)                                     $ 44,889    $ 37,564    $ 61,661    $ 70,099
    Less Preferred Stock Dividends                         (237)       (218)       (474)       (435)
                                                       --------    --------    --------    --------
     Income Available to Common Shareholders             44,652      37,346      61,187      69,664
     Weighted-Average Common Shares Outstanding          48,739      47,023      48,715      47,049
                                                       --------    --------    --------    --------
    Basic Earnings Per Share (1)                       $   0.92    $   0.79    $   1.26    $   1.48
                                                       ========    ========    ========    ========
  Diluted:
    Net Income (1)                                     $ 44,889    $ 37,564    $ 61,661    $ 70,099
    Weighted-Average Common Shares Outstanding           48,739      47,023      48,715      47,049
    Assumed Conversion of:
      Convertible Preferred Stock                           988         988         988         988
      Dilutive Stock Options (Treasury Stock Method)        590         887         648         845
                                                       --------    --------    --------    --------
    Dilutive Potential Common Shares                     50,317      48,898      50,351      48,882
                                                       --------    --------    --------    --------
    Diluted Earnings Per Share (1)                     $   0.89    $   0.77    $   1.22    $   1.43
                                                       ========    ========    ========    ========

(1) Excluding Merger & Restructuring Charges:
      Net Income                                                               $ 88,187    $ 72,829
      Basic Operating Earnings Per Share                                           1.81        1.54
      Diluted Operating Earnings Per Share                                         1.76        1.49
</TABLE>

NOTE 3.  MERGER AND RESTRUCTURING CHARGES
-----------------------------------------

In  connection  with  Provident's  acquisition  of Fidelity  Financial,
direct-merger related and other post-merger business line restructuring
charges of $39.3  million  were  recorded  during the first  quarter of
2000.  During the first quarter of 1999,  Fidelity  Financial had taken
$4.2 million of merger charges related to their  acquisition of Glenway
Financial Corporation.

Merger and  restructuring  charges expensed during the first quarter of
2000  include  estimates  of cash outlays  totaling  $12.6  million and
non-cash  write-downs of assets  totaling  $26.7 million.  Cash outlays
include severance costs of $8.6 million,  of which $6.8 were paid as of
June  30,  2000.  Contract  termination  charges  of $2.3  million  are
estimated to be incurred,  primarily  from lease buyout  agreements  on
rented facilities,  of which $.2 million were paid as of June 30, 2000.
All of the $1.7 million of estimated professional fees had been paid as
of the end of the second quarter in connection  with the acquisition of
Fidelity Financial.

A charge of $5.1 million was taken on the  write-down  of fixed assets,
primarily  from the  closing  and  consolidation  of  banking  centers.
Balance  sheet  restructuring,  consisting  primarily  of the  sale and
write-down of acquired  residential  loans and  investment  securities,
accounted for the remaining $21.6 million of these non-cash charges.

                                   8
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S
---------------------------------------------------------------
JUNIOR SUBORDINATED DEBENTURES
------------------------------

During 1996, Provident  established  Provident Capital Trust I. Capital
Trust I issued $100  million of  preferred  Capital  Securities  to the
public  and $3.1  million  of common to  Provident.  Proceeds  from the
issuance of the capital  securities were invested in Provident's  8.60%
Junior Subordinated Debentures, due 2026.

Similarly,  Provident  formed  Provident  Capital  Trust II during  the
second  quarter  of 1999.  Capital  Trust II  issued  $125  million  of
preferred  Capital  Securities to the public and $3.9 million of common
to Provident. Proceeds from the issuance of the capital securities were
invested in Provident's 8.75% Junior Subordinated Debentures, due 2029.

Provident fully guarantees the Capital  Securities.  The sole assets of
Capital Trust I and II are the Debentures.

NOTE 5.  RESTRICTED ASSETS
--------------------------

Provident  formed the  subsidiaries  listed  below to  account  for and
support the process of  transferring,  securitizing  and/or  selling of
vehicle and equipment  leases.  These  subsidiaries  are separate legal
entities  and each  maintains  books and  records  with  respect to its
assets and  liabilities.  The assets of these  subsidiaries,  which are
included in the consolidated financial statements, are not available to
secure financing or otherwise  satisfy claims of creditors of Provident
or any of its other subsidiaries.

The subsidiaries and their total assets as of June 30, 2000 follow:

(In Thousands)                                 Total Assets
--------------------------------------------   ------------
Provident Auto Leasing Company                   $147,936
Provident Auto Rental Company LLC (1998-1)         30,978
Provident Auto Rental Company LLC (1998-2)         33,446
Provident Auto Rental Company LLC (1999-PRU)        9,789
Provident Auto Rental LLC (1999-1)                182,901
Provident Auto Rental Company LLC (2000-A)         31,797
Provident Lease Receivables Company LLC           119,795

NOTE 6.  RECENT ACCOUNTING PRONOUNCEMENT
----------------------------------------

Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities",  as
amended by SFAS No. 137,  "Accounting  for Derivative  Instruments  and
Hedging  Activities -- Deferral of the Effective Date of FASB Statement
No.  133"  and  SFAS  No.  138,   "Accounting  for  Certain  Derivative
Instruments  and Certain  Hedging  Activities",  becomes  effective for
fiscal  years  beginning  after June 15,  2000.  This SFAS  establishes
accounting  and  reporting   standards  for   derivative   instruments,
including certain derivative  instruments  embedded in other contracts,
and for hedging activities.  It requires that derivatives be recognized

                                   9
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as either  assets or  liabilities  in the balance  sheet and that those
instruments  be measured at fair value.  The accounting for the gain or
loss  resulting  from the change in fair value  depends on the intended
use of the  derivative.  For a derivative used to hedge changes in fair
value of a  recognized  asset or  liability,  or an  unrecognized  firm
commitment,  the gain or loss on the  derivative  will be recognized in
earnings  together with the offsetting loss or gain on the hedged item.
This results in earnings  recognition only to the extent that the hedge
is  ineffective  in  achieving  offsetting  changes in fair value.  For
derivative  instruments  not accounted  for as hedges,  changes in fair
value are required to be recognized in earnings.

Provident plans to adopt the provisions of this statement,  as amended,
for its  quarterly  and  annual  reporting  beginning  January 1, 2001.
Generally,  Provident  uses its  derivatives  as  hedging  instruments.
Management  believes that its hedges are highly  effective and that the
adoption  of this SFAS will not have a material  impact on  Provident's
financial position or the results of its operations.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
--------------------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------

Forward Looking Statements
--------------------------

This Form 10-Q contains  certain  forward-looking  statements  that are
subject to numerous  assumptions,  risks or uncertainties.  The Private
Securities  Litigation  Reform Act of 1995  provides a safe  harbor for
forward-looking statements. Actual results could differ materially from
those contained in or implied by such forward-looking  statements for a
variety of factors  including:  sharp and/or rapid  changes in interest
rates;  significant changes in the anticipated  economic scenario which
could materially change  anticipated credit quality trends, the ability
to generate  loans and  leases,  the  ability to  securitize  loans and
leases and the spreads realized on  securitizations;  significant cost,
delay in, or inability  to execute  strategic  initiatives  designed to
grow  revenues  and/or manage  expenses;  consummation  of  significant
business  combinations  or  divestitures;  and  significant  changes in
accounting,  tax, or regulatory  practices or requirements  and factors
noted in  connection  with  forward  looking  statements.  In addition,
borrowers could suffer  unanticipated  losses without regard to general
economic conditions.  The result of these and other factors could cause
a difference from expectations of the level of defaults and a change in
the risk  characteristics  of the loan and lease portfolio and a change
in the provision for loan and lease losses.  Forward-looking statements
speak only as of the date made.  Provident undertakes no obligations to
update   any   forward-looking   statements   to   reflect   events  or
circumstances arising after the date on which they are made.

                                  10
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
---------------------

Summary
-------

The following table summarizes earnings components,  earnings per share
and key financial ratios:
<TABLE>
<CAPTION>
                                       Three Months Ended                   Six Months Ended
                                            June 30,                            June 30,
(Dollars in Thousands,          --------------------------------    -------------------------------
 Except Per Share Data)           2000        1999       Change       2000        1999      Change
-----------------------------   --------    --------    --------    --------    --------   --------
<S>                             <C>         <C>               <C>   <C>         <C>              <C>
Net Interest Income             $ 94,303    $ 84,934          11%   $187,505    $164,112         14%
Noninterest Income                70,283      59,345          18     139,221     124,404         12
Total Revenue                    164,586     144,279          14     326,726     288,516         13
Provision for Loan
 and Lease Losses                  9,700       8,150          19      19,400      21,125         (8)
Noninterest Expense(1)            84,905      78,133           9     207,927     158,492         31
Net Income(1)                     44,889      37,564          20      61,661      70,099        (12)
Diluted Earnings per Share(1)       0.89        0.77          16        1.22        1.43        (15)
Return on Average Equity(1         19.50%      18.31%                  13.36%      17.06%
Return on Average Assets(1)         1.51%       1.55%                   1.05%       1.46%
Efficiency Ratio                   51.58%      54.18%                  51.61%      53.48%

(1) Financial Data Based on Operating Earnings follows
     (excludes Merger and Restructuring Charges):
    Noninterest Expense                                             $168,627    $154,292          9%
    Net Income                                                        88,661      72,829          22
    Diluted Earnings per Share                                          1.76        1.49          18
    Return on Average Equity                                           19.21%      17.73%
    Return on Average Assets                                            1.51%       1.52%
</TABLE>

Operating  earnings per share  increased  16% to $.89 during the second
quarter of 2000,  versus $.77 reported  during the same period in 1999.
For the six months  ended June 30, 2000,  operating  earnings per share
was $1.76,  an  increase of 18%,  compared  to $1.49  reported in 1999.
Operating  earnings for 2000 exclude a $27.0 million  after-tax  charge
primarily related to the acquisition of Fidelity  Financial,  which was
completed  February 4, 2000.  Included in this charge are direct-merger
related  charges  and other  post-merger  business  line  restructuring
charges.  Operating  earnings for 1999 exclude a $2.7 million after-tax
charge  related  to  the  merger  of  Fidelity  Financial  and  Glenway
Financial Corporation, which was completed March 19, 1999. The increase
in  operating  earnings  per  share for the  quarter  was due to strong
revenue growth as well as continued emphasis on expense control.

Total revenue (net interest income plus noninterest  income)  increased
14% during the second  quarter of 2000 over the second quarter of 1999,
and 13% for the first six  months of 2000 over the first six  months of
1999. For the six-month periods, net interest income increased by $23.4
million, or 14%, as a result of strong growth in the commercial lending
portfolio.   Noninterest  income  increased  $14.8  million,   or  12%,
primarily due to continued  growth in loan  servicing  fees.  Loans and
leases,  which had been sold with  servicing  retained,  increased from
$4.5 billion at June 30, 1999 to $6.9 billion at June 30, 2000.

                                  11
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Total  average  assets  for the  first  six  months  of 2000  grew $2.1
billion,  or 22%. The increase was primarily in the investment security
and commercial  lending  portfolios,  which experienced  growth of $1.6
billion and $.8 billion,  respectively,  in average  assets during this
time period.

Noninterest expense was $84.9 million for the second quarter of 2000 as
compared  to $84.5  million  for the  fourth  quarter of 1999 and $78.1
million for the second quarter of 1999.  The annualized  growth rate of
only 1% since the fourth quarter of 1999 to the current  quarter is the
result  of  the  successful  integration  of  Fidelity  Financial  into
Provident and  Provident's  continued  attention to cost  control.  The
ratio  of  operating  noninterest  expense  to tax  equivalent  revenue
("efficiency  ratio")  was  51.61%  for the  first  six  months of 2000
compared to 53.48% for the same period  during  1999.  For  purposes of
calculating  the  efficiency  ratio,   operating   noninterest  expense
excludes merger and  restructuring  charges and tax equivalent  revenue
excludes security gains or losses.

Business Lines
--------------

The following  table  summarizes  total revenue,  operating  income and
average  assets by major  lines of  business  for the  three-month  and
six-month   periods  ended  June  30,  2000  and  1999.   Prior  period
information   has   been   reclassified   to   match   current   period
income/expense allocation methodology and business unit consolidation.

<TABLE>
<CAPTION>
                              Three Months Ended                  Six Months Ended
                                   June 30,                           June 30,
                        -------------------------------    -------------------------------
(Dollars in Millions)      2000       1999       Change       2000       1999       Change
---------------------   ---------   --------    -------    ---------   --------    -------
<S>                     <C>         <C>           <C>      <C>         <C>           <C>
Total Revenue:
  Commercial Banking    $    63.2   $   58.0         9%    $   132.5   $  118.3        12%
  Retail Banking             70.0       59.5        18%        132.1      113.6        16%
  Mortgage Banking           31.4       26.7        18%         62.1       56.5        10%
  Corporate Center              -        0.1      -100%            -        0.1      -100%
                        ---------   --------               ---------   --------
                        $   164.6   $  144.3        14%    $   326.7   $  288.5        13%
                        =========   ========               =========   ========

Operating Income:
  Commercial Banking    $    21.0   $   19.3         9%    $    44.1   $   40.4         9%
  Retail Banking             15.6       11.0        42%         27.1       16.0        69%
  Mortgage Banking            8.3        7.2        15%         17.5       16.3         7%
  Corporate Center              -        0.1      -100%            -        0.1      -100%
                        ---------   --------               ---------   --------
                        $    44.9   $   37.6        19%    $    88.7   $   72.8        22%
                        =========   ========               =========   ========
Average Assets:
  Commercial Banking    $   5,448   $  4,185        30%    $   5,393   $  4,151        30%
  Retail Banking            2,376      2,205         8%        2,312      2,167         7%
  Mortgage Banking            727        593        23%          711        602        18%
  Corporate Center          3,346      2,739        22%        3,336      2,693        24%
                        ---------   --------               ---------   --------
                        $  11,897   $  9,722        22%    $  11,752   $  9,613        22%
                        =========   ========               =========   ========
</TABLE>

                                  12
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Key components of the management reporting process follows:

o  Risk-Based  Equity  Allocations:   Provident  uses  a  comprehensive
   approach   for   measuring   risk  and  making   risk-based   equity
   allocations.  Risk  measurements  are  applied to credit,  residual,
   operational and corporate-level risks.

o  Transfer  Pricing:  Provident  utilizes  a cash  flow-matched  funds
   transfer  pricing  methodology that isolates the business units from
   fluctuations in interest rates, and provides  management the ability
   to measure  customer,  product or business unit level  profitability
   based on the financial  characteristics  of the products rather than
   the level of interest rates.

o  Provision for Loan and Lease Losses:  Business lines are charged for
   provision  based  upon the size and  composition  of its  loan/lease
   portfolio.

o  Costs   Allocation:   Provident   applies  a  detailed  approach  to
   allocating costs at the business unit,  product and customer levels.
   Allocations are generally based on volume/activity  and are reviewed
   and updated regularly.

o  "Corporate  Center":  Corporate Center includes revenue and expenses
   not allocated to the primary  business lines,  gain/loss on the sale
   of  investment  securities,  and any unusual  business  revenues and
   expenses.

Business line descriptions and fluctuation analysis follows:

o  Commercial  Banking  is a  provider  of  credit  products  and  cash
   management  services to  commercial  customers.  The group  includes
   Commercial  Lending,  serving  middle market clients in the Midwest;
   Provident   Capital   Corp.,   a  national   financier  of  business
   expansions,  re-capitalizations, and provider of asset based lending
   services;   Commercial  Mortgage,  an  originator  and  servicer  of
   construction and permanent mortgage  financing;  Information Leasing
   Corporation,  a  national  small  to  mid-ticket  equipment  leasing
   company;  and Provident Commercial Group, a national lessor of large
   equipment.

   Commercial  Banking  is  the  Company's  largest  line  of  business
   contributing  approximately  50% of  the  Bank's  operating  income.
   Operating income for Commercial  Banking was $21.0 million and $44.1
   million the three-month  and six-month  periods ended June 30, 2000,
   which  was  an   increase  of  $1.7   million   and  $3.7   million,
   respectively, over the comparable periods of 1999.

   The strong income  performance  was  driven  primarily by Commercial
   Banking's  loan growth.  Commercial  Banking  achieved a 30% average
   asset growth rate for both the  three-month  and  six-month  periods
   ended June 30, 2000.  Average  assets for the second quarter of 2000
   were $5.4 billion.  The strong asset growth was achieved  across all
   business lines.

                                  13
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

o  Retail Banking provides consumer lending,  deposit accounts,  trust,
   brokerage  and  investment  products and services to its  customers.
   This business  line includes both the Consumer  Lending and Consumer
   Banking  business  units.  Operating  income for the three-month and
   six-month  periods  ended June 30, 2000  increased  $4.6 million and
   $11.1 million,  respectively,  over the comparable  periods in 1999.
   The increase was due  primarily to increases in deposit net interest
   income and fees from financial centers,  private banking,  trust and
   investment products.

   Retail Banking benefited from growth in total deposits. Average core
   deposits  for the second  quarter of 2000 grew by 13% as compared to
   the second quarter of 1999. Significant deposit growth came from the
   Florida  franchise and from internet  banking  products.  To further
   capitalize on the Florida deposit growth,  Provident is opening four
   additional  financial  centers in Florida during 2000. Also in 2000,
   Provident will continue to enhance its  distribution of products and
   services  via  internet  banking,  ATM  machines  and  the  TeleBank
   customer service call center.

   Noninterest income for the three-month and six-month  periods  ended
   June 30, 2000 increased $1.7 million and $3.2 million, respectively,
   over the comparable  periods in 1999.  Higher fees in the  areas  of
   brokerage, fund management and trust contributed to this increase.

o  Mortgage   Banking   originates   and   services    conforming   and
   nonconforming residential loans to consumers and provides short-term
   financing to mortgage originators and brokers.  Operating income for
   the second  quarter of 2000 was $8.3  million,  an  increase of $1.1
   million as  compared to the same  period in 1999.  Operating  income
   through the first six months of 2000 was $17.5 million,  an increase
   of $1.2 million as compared to the same period in 1999. The increase
   in operating income for both the quarterly and six-month comparisons
   were  primarily  the result of higher net  interest  income and loan
   servicing  fees which was  partially  offset by lower gains (for the
   six-month  period)  recognized  on the  securitization  and  sale of
   nonconforming residential loans.

   The interest rate environment  of  moderate  increases  has  had  an
   unfavorable   impact  on  funding   expenses   and  has  slowed  new
   originations in the nonconforming  sector. During the second quarter
   of 2000,  Mortgage  Banking  securitized  and sold $515  million  of
   nonconforming  loans resulting in the recognition of a $14.9 million
   gain, a gain to loans sold ratio of 2.9%.  During the second quarter
   of 1999,  $515 million of loans were  securitized and sold resulting
   in a $14.4 million gain, a gain to loans sold ratio of 2.8%.

   Revenue  increased $4.7 million for the second quarter of  2000  and
   $5.6  million  for  the  first six months of 2000 as compared to the
   same periods  in 1999.  Operating expenses increased during 2000 due
   primarily to increased staffing associated with the higher volume of
   loans being  serviced by this  business  unit.

                                  14
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

   Net income,  as reported and on a pro-forma as  earned basis,  along
   with  an  operating  cash  flow   analysis   are   provided   within
   "Management's Discussion and  Analysis  of  Financial  Condition and
   Results  of  Operations - Asset  Securitization Activity" section of
   this report.

Net Interest Income
-------------------

Net interest  income for the six months ended June 30, 2000,  increased
$23.4 million compared to the first six months of 1999. The increase in
interest  income was due  primarily  to an increase in average  earning
assets of $1.8  billion,  or 20%. In  addition,  the  average  yield on
earning  assets grew 67 basis  points from 8.10% to 8.77%.  The largest
portion of the  increase in average  earning  assets from the first six
months of 1999 to the first six months of 2000  occurred in the average
balances  of  commercial  loan  and  investment  security   portfolios.
Interest  expense for the six months ended June 30, 2000  increased due
to a 21% increase in total interest bearing liabilities with a 92 basis
point  increase  on the  average  rate paid.  The  increase in interest
bearing  liabilities  was due  principally  to  increases  in  interest
bearing deposits, primarily time deposits, and long-term debt.

Net Interest Margin
-------------------

Net interest  margin  represents net interest income as a percentage of
total interest earning assets.  For the second quarter of 2000, the net
interest margin, on a tax-equivalent basis, was 3.61% compared to 3.88%
for the same  period in 1999.  This  decrease  was driven by changes in
rates and  volumes of  earning  assets  and the  corresponding  funding
sources.  In addition,  the first half of 2000 carried  lower  yielding
asset portfolios from acquired institutions that had been sold, but all
cash  settlements had not taken place until June of 2000. The following
table details the components of the change in net interest income (on a
tax-equivalent  basis) by major category of interest earning assets and
interest bearing  liabilities for the three-month and six-month periods
ended June 30, 2000 and 1999.

                                  15
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             Three Months Ended                       Six Months Ended
                                  -------------------------------------   -------------------------------------
                                    June 30, 2000       June 30, 1999       June 30, 2000       June 30, 1999
                                  -----------------   -----------------   -----------------   -----------------
                                  Average   Average   Average   Average   Average   Average   Average   Average
(Dollars in Millions)             Balance    Rate     Balance    Rate     Balance    Rate     Balance    Rate
-------------------------------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Assets:
 Loans and Leases:
  Corporate Lending:
   Commercial                     $ 4,252      9.39%  $ 3,421      8.72%  $ 4,178      9.27%  $ 3,364      8.64%
   Mortgage                           546      8.68       533      8.46       563      8.86       537      8.55
   Construction                       645      9.27       489      7.95       608      8.95       480      7.99
   Lease Financing                    299     12.25       264      9.38       346     11.77       266      9.91
                                  -------   -------   -------   -------   -------   -------   -------   -------
    Total Corporate Lending         5,742      9.46     4,707      8.65     5,695      9.35     4,647      8.64
  Consumer Lending:
   Residential                        334     12.63       849      8.58       355     12.00       883      8.38
   Installment                        560     10.88       561      9.98       543     10.46       627     10.01
   Lease Financing                    497     10.46       762      7.82       490      8.70       654      8.08
                                  -------   -------   -------   -------   -------   -------   -------   -------
    Total Consumer Lending          1,391     11.15     2,172      8.67     1,388     10.23     2,164      8.76
                                  -------   -------   -------   -------   -------   -------   -------   -------
     Total Loans and Leases         7,133      9.79     6,879      8.66     7,083      9.52     6,811      8.67
 Investment Securities              3,378      7.13     1,795      6.04     3,351      7.18     1,770      6.02
 Trading Account Securities             -         -        84      5.79         -         -        79      5.62
 Federal Funds Sold and Reverse
  Repurchase Agreements                 9      6.71        35      5.28        11      8.73        35      5.77
                                  -------   -------   -------   -------   -------   -------   -------   -------
   Total Earning Assets            10,520      8.93     8,793      8.08    10,445      8.77     8,695      8.10
 Cash and Due From Banks              229                 233                 235                 234
 Other Assets                       1,148                 696               1,072                 675
                                  -------             -------             -------             -------
  Total Assets                    $11,897             $ 9,722             $11,752             $ 9,604
                                  =======             =======             =======             =======
Liabilities and
 Shareholders' Equity:
 Deposits:
  Demand Deposits                 $   345      1.98   $   371      1.98   $   338      2.03   $   365      1.99
  Savings Deposits                  1,362      4.92     1,314      3.71     1,342      4.80     1,360      3.63
  Time Deposits                     4,652      6.12     3,811      5.12     4,562      5.92     3,706      5.25
                                  -------   -------   -------   -------   -------   -------   -------   -------
   Total Deposits                   6,359      5.64     5,496      4.57     6,242      5.47     5,431      4.63
 Short-Term Debt:
  Federal Funds Purchased and
   Repurchase Agreements            1,318      6.24     1,066      4.79     1,415      6.00     1,064      4.73
  Commercial Paper                    206      6.11       206      4.81       208      5.80       218      4.78
  Short-Term Notes Payable              2      6.17         1      4.82         2      5.90         1      4.63
                                  -------   -------   -------   -------   -------   -------   -------   -------
   Total Short-Term Debt            1,526      6.22     1,273      4.79     1,625      5.97     1,283      4.73
 Long-Term Debt                     1,404      6.27       892      5.43     1,323      6.21       942      5.51
 Junior Subordinated Debentures       220      8.39       103      8.68       220      8.37       101      8.78
                                  -------   -------   -------   -------   -------   -------   -------   -------
  Total Interest Bearing
   Liabilities                      9,509      5.89     7,764      4.76     9,410      5.73     7,757      4.81
 Noninterest Bearing Deposits       1,245                 823               1,194                 713
 Other Liabilities                    222                 314                 225                 312
 Shareholders' Equity                 921                 821                 923                 822
                                  -------             -------             -------             -------
  Total Liabilities and
   Shareholders' Equity           $11,897             $ 9,722             $11,752             $ 9,604
                                  =======             =======             =======             =======
Net Interest Spread                            3.04%               3.32%               3.04%               3.29%
                                            =======             =======             =======             =======
Net Interest Margin                            3.61%               3.88%               3.61%               3.81%
                                            =======             =======             =======             =======
</TABLE>

                                  16
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Provision and Allowance for Loan and Lease Losses and Credit Quality
--------------------------------------------------------------------

Provident  provides  for  credit  loss  reserves  for  both  its on and
off-balance  sheet lending  portfolios.  Discussion and analysis of the
reserves as well as the overall credit quality of the off-balance sheet
lending  portfolio  is provided  in the  "Management's  Discussion  and
Analysis  of  Financial  Condition  and Results of  Operations  - Asset
Securitization   Activity"  section  of  this  report.   The  following
paragraphs provide  information  concerning its on-balance sheet credit
portfolio.

The  provision  for loan and lease  losses was $19.4  million and $21.1
million  for the first six months of 2000 and 1999,  respectively.  The
ratio of reserve  for loan and lease  losses to total  loans and leases
was 1.44% and 1.28% at June 30, 2000 and 1999,  respectively.  Prior to
the acquisition of Fidelity Financial and the corresponding restatement
of prior  period  numbers,  the June 30, 1999 ratio of reserve for loan
and lease losses to total loans and leases was 1.37%.

The following  table shows the  progression of the reserve for loan and
lease losses and selected reserve ratios:

<TABLE>
<CAPTION>
                                       Three Months Ended      Six Months Ended
                                            June 30,               June 30,
                                      --------------------   ---------------------
(Dollars in Thousands)                  2000        1999        2000        1999
-----------------------------------   --------    --------    --------    --------
<S>                                   <C>         <C>         <C>         <C>
Balance at Beginning of Period        $ 97,069    $ 83,173    $ 94,045    $ 78,867
Provision for Loan and Lease Losses      9,700       8,150      19,400      21,125
Loans and Leases Charged Off           (13,308)    (11,387)    (22,756)    (22,386)
Recoveries                               4,127       3,303       6,899       5,633
                                      --------    --------    --------    --------
  Balance at End of Period            $ 97,588    $ 83,239    $ 97,588    $ 83,239
                                      ========    ========    ========    ========

Reserve for Loan and Lease Losses as a Percent of:
  Nonperforming Loans                                           149.15%     142.91%
  Nonperforming Assets                                          138.35%     136.09%
  Total Loans and Leases                                          1.44%       1.28%
</TABLE>

                                  17
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

The following  tables present the  distribution of net loan charge-offs
by loan type for the three-month  and six-month  periods ended June 30,
2000 and 1999:

<TABLE>
<CAPTION>
                                Three Months Ended               Three Months Ended
                                   June 30, 2000                    June 30, 1999
                          ------------------------------   ------------------------------
                                      Pctg of    Pctg of               Pctg of    Pctg of
                                      Average     Total                Average     Total
                            Net         Net        Net       Net         Net        Net
                          Charge-      Loans     Charge-   Charge-      Loans     Charge-
(Dollars in Thousands)     Offs    (annualized)   Offs      Offs    (annualized)   Offs
-----------------------   -------  ------------  -------   -------  ------------  -------
<S>                       <C>           <C>        <C>     <C>           <C>        <C>
Corporate Lending:
 Commercial               $ 6,920       0.65%      75.5%   $ 4,698       0.55%      58.0%

 Mortgage                      96       0.07        1.0          -          -          -
 Construction                   -          -          -          -          -          -
 Lease Financing              728       0.97        7.9      1,293       1.96       16.0
                          -------                 -----    -------                 -----
  Net Corporate Lending     7,744       0.54       84.4      5,991       0.51       74.0
Consumer Lending:
 Residential                1,112       1.33       12.1         63       0.03        0.8
 Installment                  396       0.28        4.3      1,516       1.08       18.8
 Lease Financing              (71)     (0.06)      (0.8)       514       0.27        6.4
                          -------                 -----    -------                 -----
  Net Consumer Lending      1,437       0.41       15.6      2,093       0.39       26.0
                          -------                 -----    -------                 -----
   Net Charge-Off's       $ 9,181       0.51      100.0    $ 8,084       0.47      100.0
                          =======                 =====    =======                 =====

<CAPTION>
                                 Six Months Ended                 Six Months Ended
                                   June 30, 2000                    June 30, 1999
                          ------------------------------   ------------------------------
                                      Pctg of    Pctg of               Pctg of    Pctg of
                                      Average     Total                Average     Total
                            Net         Net        Net       Net         Net        Net
                          Charge-      Loans     Charge-   Charge-      Loans     Charge-
(Dollars in Thousands)     Offs    (annualized)   Offs      Offs    (annualized)   Offs
-----------------------   -------  ------------  -------   -------  ------------  -------
<S>                       <C>           <C>        <C>     <C>           <C>        <C>
Corporate Lending:
 Commercial               $11,182       0.54%      70.5%   $ 9,142       0.54%      54.6%
 Mortgage                      96       0.03        0.6          -          -          -
 Construction                   -         -           -          -          -          -
 Lease Financing            1,036       0.60        6.5      2,657       2.00       15.9
                          -------                 -----    -------                 -----
  Net Corporate Lending    12,314       0.43       77.6     11,799       0.51       70.5
Consumer Lending:
 Residential                2,046       1.15       12.9        206       0.05        1.2
 Installment                  742       0.27        4.7      3,887       1.24       23.2
 Lease Financing              755       0.31        4.8        861       0.26        5.1
                          -------                 -----    -------                 -----
  Net Consumer Lending      3,543       0.51       22.4      4,954       0.46       29.5
                          -------                 -----    -------                 -----
   Net Charge-Off's       $15,857       0.45      100.0    $16,753       0.49      100.0
                          =======                 =====    =======                 =====
</TABLE>

                                  18
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Nonperforming  assets at June 30, 2000 were $70.5  million  compared to
$61.1  million and $61.2  million as of December  31, 1999 and June 30,
1999,  respectively.  The composition of nonperforming  assets over the
past five quarters is provided in the following table.

<TABLE>
<CAPTION>
                                     2000                       1999
                              ------------------    -----------------------------
                               Second     First      Fourth     Third      Second
(Dollars in Thousands)        Quarter    Quarter    Quarter    Quarter    Quarter
---------------------------   -------    -------    -------    -------    -------
<S>                           <C>        <C>        <C>        <C>        <C>
Nonaccrual Loans:
 Corporate Lending:
  Commercial                  $52,397    $46,282    $43,452    $49,250    $41,828
  Mortgage                      1,576      1,654      3,003      1,527        566
  Construction                      -          -        216        216        247
  Lease Financing               5,165      2,016      1,309      2,926      6,724
                              -------    -------    -------    -------    -------
   Total Corporate Lending     59,138     49,952     47,980     53,919     49,365
 Consumer Lending:
  Residential                   6,290      5,624      7,640      7,358      7,315
  Installment                       -          -         48         26          -
  Lease Financing                   -          -          -          -          -
                              -------    -------    -------    -------    -------
   Total Consumer Lending       6,290      5,624      7,688      7,384      7,315
                              -------    -------    -------    -------    -------
    Total Nonaccrual Loans     65,428     55,576     55,668     61,303     56,680
Renegotiated Loans                  -          -      1,541      1,557      1,565
                              -------    -------    -------    -------    -------
 Total Nonperforming Loans     65,428     55,576     57,209     62,860     58,245
Other Real Estate               5,108      7,457      3,870      4,092      2,921
                              -------    -------    -------    -------    -------
 Total Nonperforming Assets   $70,536    $63,033    $61,079    $66,952    $61,166
                              =======    =======    =======    =======    =======
Loans 90 Days Past Due
 Still Accruing               $23,787    $13,908    $15,769    $18,484    $24,740

Nonperforming Loans to
 Total Loans and Leases          0.97%      0.82%      0.82%      0.96%      0.89%
Nonperforming Assets to:
 Total Loans, Leases and
  Other Real Estate              1.04%      0.93%      0.87%      1.02%      0.94%
 Total Assets                    0.62%      0.54%      0.58%      0.68%      0.66%
</TABLE>

Nonaccrual  loans increased $9.8 million during the first six months of
2000.  The increase was due primarily to the addition of one $8 million
commercial loan during the second quarter. Renegotiated loans decreased
$1.5  million  during  the  first  half  of  2000  due to the  improved
performance  of one loan.  Other real  estate  increased  $1.2  million
during the first six months of 2000.  The  increase was  primarily  the
result of the foreclosure of one commercial real estate property during
the first  quarter.  The  increase in loans  ninety days past due still
accruing  was primary due to increases in  delinquent  residential  and
commercial loans.


                                  19
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Noninterest Income
------------------

The following  table details the components of  noninterest  income and
their change for the second quarter and first  six-month  periods ended
June 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                      Three Months Ended               Six Months Ended
                                            June 30,                       June 30,
                                      -------------------    Pctg    -------------------    Pctg
(Dollars in Thousands)                  2000       1999     Change     2000       1999     Change
-----------------------------------   --------   --------   ------   --------   --------   ------
<S>                                   <C>        <C>        <C>      <C>        <C>        <C>
Service Charges on Deposit Accounts   $  8,745   $  8,154      7.2%  $ 17,238   $ 15,691      9.9%
Loan Servicing Fees                     13,103      6,005    118.2     24,909     11,488    116.8
Other Service Charges and Fees           9,583     11,468    (16.4)    19,418     21,418     (9.3)
Operating Lease Income                  10,413     10,334      0.8     20,499     19,232      6.6
Gain on Sale of Loans and Leases:
  Non-Cash                              19,006     17,667      7.6     34,447     36,991     (6.9)
  Cash                                   2,270        851    166.7      9,968      8,831     12.9
Warrant Gains                            3,800      1,169    225.1      4,800      1,169    310.6
Security Gains                               -        113   (100.0)        24        106    (77.4)
Other                                    3,363      3,584     (6.2)     7,918      9,478    (16.5)
                                      --------   --------            --------   --------
   Total Noninterest Income           $ 70,283   $ 59,345     18.4   $139,221   $124,404     11.9
                                      ========   ========            ========   ========
</TABLE>

Noninterest income for the three-month and six-month periods ended June
30, 2000  increased by $10.9 million and $14.8  million,  respectively,
over the  comparable  periods  in 1999.  Explanations  for  significant
changes in noninterest income by category follow:

o  Service charges on deposit  accounts  increased $.6 million and $1.5
   million in the quarterly and  six-month  comparisons.  The increases
   for both  periods  were a result of pricing and volume  increases on
   corporate and personal deposit accounts and higher ATM fees from the
   increased  number of ATMs.  Since June 30, 1999, an  additional  105
   ATMs have been  placed into  service  bringing  the total  number of
   Provident ATMs to 459.

o  Loan  servicing fees increased $7.1 million and $13.4 million in the
   quarterly  and  six-month   comparisons.   The  higher  revenue  was
   primarily  from  increases  in the  residential  mortgage  and  auto
   leasing areas.

o  Other  service  charges  and fees  decreased  $1.9  million and $2.0
   million in the quarterly and six-month  comparisons due primarily to
   large loan  syndication fees that occurred during the second quarter
   of 1999.

o  Operating  lease  income  increased  $1.3  million in the  six-month
   comparison  due  primarily  to the  growth of  Provident  Commercial
   Group, a national lessor of large equipment.

                                  20
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

o  Gain on sales of loans and  leases  increased  $2.8  million  in the
   quarterly  comparison  due  primarily to gains from home equity loan
   and equipment lease  securitizations.  In the six-month  comparison,
   gain on  sales  of loans  and  leases  decreased  $1.4  million  due
   primarily  to the  decrease  in  gains  from the  securitization  of
   nonconforming residential loan and credit card securitizations.  The
   following  table  provides  detail  of the gain on sales  recognized
   during the second  quarter and first  six-month  periods of 2000 and
   1999:

<TABLE>
<CAPTION>
                                                   Three Months Ended   Six Months Ended
                                                        June 30,           June 30,
                                                   -----------------   -----------------
(In Thousands)                                       2000      1999      2000      1999
------------------------------------------------   -------   -------   -------   -------
<S>                                                <C>       <C>       <C>       <C>
Gain on Sale of Loan and Lease Sales - Non-Cash:
  Nonconforming Residential Loan Securitizations   $14,850   $14,372   $30,291   $33,696
  Prime Consumer Home Equity Securitizations         4,156         -     4,156         -
  Credit Card Securitizations                            -     3,295         -     3,295
                                                   -------   -------   -------   -------
                                                    19,006    17,667    34,447    36,991
                                                   -------   -------   -------   -------
Gain on Sale of Loan and Lease Sales - Cash:
  Equipment Lease Securitizations                    1,703         -     9,083     6,914
  Conforming Residential Whole Loan Sales              146       576       262     1,449
  Nonconforming Residential Whole Loan Sales             -         -         -       174
  Other Loan Sales                                     421       275       623       294
                                                   -------   -------   -------   -------
                                                     2,270       851     9,968     8,831
                                                   -------   -------   -------   -------
                                                   $21,276   $18,518   $44,415   $45,822
                                                   =======   =======   =======   =======
</TABLE>

   A detailed discussion of the  various  securitizations  and sales of
   loans and leases is provided under the "Management's  Discussion and
   Analysis of Financial  Condition  and Results of  Operations - Asset
   Securitization Activity" section of this report.

o  Provident's  Commercial  Banking  business  line  from  time to time
   acquires  equity  warrants as a part of the  lending  fee  structure
   established with customers.  Warrant gains increased $2.6 million in
   the  second  quarter   comparison  and  $3.6  million  in  six-month
   comparison.

o  Other income  decreased $1.6 million in the six-month  comparison as
   decreases in gains from the sale of equipment  lease residual assets
   and other  miscellaneous  income  more than  offset the  increase in
   income from investments in partnerships.

                                  21
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Noninterest Expenses
--------------------

The following  table details the components of noninterest  expense and
their change for the second  quarter and six-month  periods of 2000 and
1999:

<TABLE>
<CAPTION>
                                      Three Months Ended             Six Months Ended
                                           June 30,                       June 30,
                                     -------------------    Pctg    -------------------    Pctg
(Dollars in Thousands)                 2000       1999     Change     2000       1999     Change
----------------------------------   --------   --------   ------   --------   --------   ------
<S>                                  <C>        <C>         <C>     <C>        <C>         <C>
Salaries, Wages and Benefits         $ 40,917   $ 36,175     13.1%  $ 81,287   $ 73,060     11.3%
Charges and Fees                        5,803      3,570     62.5     10,550      7,454     41.5
Occupancy                               4,971      4,686      6.1      9,979      9,291      7.4
Depreciation on Operating
 Lease Equipment                        6,971      5,578     25.0     13,256     10,303     28.7
Equipment Expense                       6,103      6,169     (1.1)    12,339     11,701      5.5
Professional Services                   5,401      5,182      4.2     10,434      9,206     13.3
Other                                  14,739     16,773    (12.1)    30,782     33,277     (7.5)
                                     --------   --------            --------   --------
 Noninterest Expense Before Merger

  and Restructuring Charges            84,905     78,133      8.7    168,627    154,292      9.3
Merger and Restructuring Charges            -          -      -       39,300      4,200    835.7
                                     --------   --------            --------   --------
   Total Noninterest Expense         $ 84,905   $ 78,133      8.7   $207,927   $158,492     31.2
                                     ========   ========            ========   ========
</TABLE>

Noninterest  expense before merger and restructuring  charges increased
$14.3 million,  or 9%, in the six-month  comparison.  Explanations  for
significant changes in noninterest expense by category follow:

o  Salaries, wages and benefits increased $4.7 million and $8.2 million
   in the  quarterly  and  six-month  comparisons.  During  the past 12
   months,  the number of  full-time  equivalent  employees  (FTEs) has
   increased by 152 to 2,876 at June 30, 2000.  The largest area of FTE
   growth has come in the Mortgage  Banking  business  line,  resulting
   from the higher volume of loans being serviced by this area.

o  Increased  goodwill   amortization   expense,   resulting  from  the
   acquisitions of OHSL Financial  Corp. and Capstone Realty  Advisors,
   was the primary  reason for the increase in charges and fees in both
   the three-month and six-month comparisons.

o  The growth of Provident Commercial Group, a national lessor of large
   equipment,  was the primary reason for the increase in  depreciation
   on operating lease equipment.

o  Equipment expense increased $.6 million in the six-month  comparison
   due  to  higher   depreciation   expense   related   to   technology
   investments, branches and ATMs.

o  Professional  fees  increased  $.2 million  and $1.2  million in the
   quarterly and six-month  comparisons as a result of higher legal and
   temporary employment services and miscellaneous professional fees.

                                  22
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

o  Significant  items within other  noninterest  expense for the second
   quarter and first six months of 2000  include  marketing  expense of
   $3.0 million and $4.6 million, respectively,  travel expense of $2.2
   million and $4.1  million,  respectively,  communication  expense of
   $1.5 million and $3.2 million,  respectively, and franchise taxes of
   $1.1 million and $3.8 million, respectively.

o  Merger and  restructuring  charges  during the first quarter of 2000
   relate  to  the   acquisition   of  Fidelity   Financial  and  other
   post-merger  business line restructuring  charges. The first quarter
   of 1999  merger and  restructuring  charges  relate to the merger of
   Fidelity  Financial and Glenway  Financial  Corporation.  Additional
   details of these  charges  are  provided  in Note 3 of the "Notes to
   Consolidated Financial Statements" section of this report.

FINANCIAL CONDITION
-------------------

Short-Term Investments and Investment Securities
------------------------------------------------

Federal funds sold and reverse  repurchase  agreements  decreased $67.0
million  since  December  31,  1999.  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.

Securities  purchased  with the intention of being held for  indefinite
periods of time are classified as investment  securities  available for
sale. These securities  increased $1.1 billion during the first half of
2000.  Mortgage-backed securities accounted for 60% of the increase and
U.S.  treasuries  and agencies  accounted for an additional  34% of the
increase.  Funds obtained from deposit growth, increased borrowings and
proceeds  from  the  sale  of  loans  were  deployed  into   investment
securities  with higher  credit  quality,  increased  liquidity  and an
improved  interest  rate  risk  profile.  Cash  flows  from  the  newly
purchased securities will be systematically  redeployed to fund ongoing
loan growth.

Loans and Leases
----------------

As of June 30, 2000 total loans and leases were $6.8  billion  compared
to $7.0 billion at December 31, 1999.  Provident had an additional $6.9
billion and $5.9  billion of  off-balance  sheet loans and leases as of
June 30, 2000 and December 31, 1999, respectively. For more information
concerning these off-balance sheet loans and leases,  see "Management's
Discussion   and  Analysis  of  Financial   Condition  and  Results  of
Operations - Asset Securitization Activity".


                                  23
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

The  following  table  shows the  composition  of the  commercial  loan
category by industry type at June 30, 2000:

                                                     Amount on
(Dollars in Millions)              Amount       %   Nonaccrual
--------------------------------   --------   ---   ----------
Manufacturing                      $  905.1    21        $20.2
Service Industries                    828.2    19         22.3
Real Estate Operators/Investment      401.0     9            -
Retail Trade                          398.7     9          1.3
Finance & Insurance                   353.8     8          0.2
Wholesale Trade                       343.5     8          1.8
Transportation/Utilities              325.0     8          0.9
Construction                          182.3     4          1.4
Automobile Dealers                    152.4     4            -
Other                                 416.5    10          4.3
                                   --------   ---        -----
   Total                           $4,306.5   100        $52.4
                                   ========   ===        =====

The  composition  of the  commercial  mortgage  and  construction  loan
categories by property type at June 30, 2000 follows:

                                                     Amount on
(Dollars in Millions)               Amount     %    Nonaccrual
---------------------------        --------   ---   ----------
Residential Development            $  311.2    25        $ 0.5
Office/Warehouse                      234.6    19          0.2
Shopping/Retail                       198.8    16          0.3
Apartments                            163.2    13            -
Land                                   65.1     5            -
Hotels/Motels                          47.3     4            -
Industrial Plants                      32.6     3            -
Health Facilities                      15.8     1            -
Auto Sales and Service                 13.8     1            -
Churches                               12.3     1            -
Other Commercial Properties           140.1    12          0.6
                                   --------   ---        -----
   Total                           $1,234.8   100        $ 1.6
                                   ========   ===        =====

The  following  table shows the  composition  of the  installment  loan
category by loan type at June 30, 2000:

(Dollars in Millions)               Amount     %
--------------------               --------   ---
Indirect Installment               $  228.2    56
Direct Installment                     69.7    17
Home Equity                            64.4    16
Credit Card                            42.9    10
Other Consumer Loans                    5.9     1
                                   --------   ---
   Total                           $  411.1   100
                                   ========   ===

                                  24
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Noninterest Earning Assets
--------------------------

Leased equipment increased $46.1 million, or 27%, during the first half
of 2000.  The  addition of three new  operating  leases was the primary
reason for the increase.

For details  concerning  receivables from  securitization  trusts,  see
Management's Discussion and Analysis of Financial Condition and Results
of Operations - Asset Securitization Activities.

Deposits
--------

Noninterest  bearing deposits and interest  bearing deposits  increased
$75.1 million and $388.3  million,  respectively,  during the first six
months of 2000.  Average core deposits for the first six months of 2000
grew at an annualized rate of 10%, with significant contribution coming
from Provident Bank of Florida.

Borrowed Funds
--------------

Short-term  debt  decreased  $68.5  million,  or 7%, to $909.4  million
during the first six months of 2000.  The decrease was due primarily to
a decrease in federal funds purchased and repurchase agreements.

Long-term  debt  increased $.4 billion,  or 47%, to $1.4 billion during
the first six months of 2000.  The increase is primarily  the result of
increases in Federal Home Loan Bank advances.

                                  25
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Capital Resources and Adequacy
------------------------------

Total shareholders' equity at June 30, 2000 was $964.2 million compared
to $926.2  million  at  December  31,  1999.  The  change in the equity
balance  primarily  relates to net income exceeding  dividends by $37.8
million,  funds of $2.4  million  received  from the  exercise of stock
options and a decrease  in the market  value of  investment  securities
classified  as  available  for sale of $4.5  million  (net of  deferred
income taxes).

The quarterly common dividend rate was increased from $.22 per share to
$.24 per share beginning with the first quarter of 2000.

The following  table of ratios is important for the analysis of capital
adequacy:

<TABLE>
<CAPTION>
                                                  Six Months Ended      Year Ended
                                                   June 30, 2000     December 31, 1999
                                                  ----------------   -----------------
<S>                                                         <C>                 <C>
Average Shareholders' Equity to Average Assets               7.86%               8.34%
Dividend Payout to Net Earnings                             38.68               27.10
Dividend Payout to Operating Earnings                       26.90               26.62
Tier 1 Leverage Ratio                                       10.28               10.87
Tier 1 Capital to Risk-Weighted Assets                       8.95                9.97
Total Risk-Based Capital To Risk-Weighted Assets            10.91               11.98
</TABLE>

Capital   expenditures  planned  by  Provident  in  2000  for  building
improvements and furniture and equipment are currently  estimated to be
approximately  $33  million.  Included  in this  amount  are  projected
capital  expenditures for the purchase of data processing  hardware and
software,  facility  renovations,  branch  additions,  renovations  and
enhancements,  and  ATMs.  Through  June 30,  2000,  approximately  $13
million of these expenditures had been made.

Stock Options
-------------

During  the  first  half of 2000,  Provident  granted  options  for the
purchase of 800,000  shares of Provident  Common Stock to all Provident
associates.  This grant was in addition to  Provident's  regular  stock
option grants to officers and directors.  Total options  granted during
the first  six  months of 2000  were for the  purchase  of 1.7  million
shares. The options have exercise prices ranging from $23.48 to $31.83.

                                  26
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

ASSET SECURITIZATION ACTIVITY
-----------------------------

Provident  securitizes  and  sells  many of the  loans  and  leases  it
originates and purchases.  Loan sales through  securitizations  provide
Provident   with  immediate   cash  flows  to  fund   additional   loan
originations  and purchases.  The following  discusses the impact which
asset  securitization  activity had on the  Consolidated  Statements of
Income,  Consolidated  Balance  Sheets  and the  credit  quality of the
securitized loans and leases.

Impact of Securitizations on the Consolidated Statements of Income
------------------------------------------------------------------

Based on the asset  type,  terms and  structure  of the  securitization
transaction,  a gain may be recognized immediately upon the sale of the
assets  and/or  income  is  recognized   throughout  the  life  of  the
securitization.  The  following  table  provides a summary of principal
sold and gains recognized for the various types of securitizations sold
during the periods indicated:

<TABLE>
<CAPTION>
                                         Three Months Ended June 30,
                               -------------------------------------------------
                                        2000                      1999
                               -----------------------   -----------------------
(In Thousands)                  Principal      Gain       Principal      Gain
----------------------------   ----------   ----------   ----------   ----------
<S>                            <C>          <C>          <C>          <C>
Non-Cash Gains:
  Nonconforming Residential    $  515,000   $   14,850   $  515,000   $   14,372
  Prime Consumer Home Equity      158,598        4,156            -            -
  Credit Card                           -            -      185,000        3,295
                               ----------   ----------   ----------   ----------
                                  673,598       19,006      700,000       17,667
Cash Gains:
  Equipment Leases                 55,925        1,703            -            -
Non-Recognition of Gains:
  Automobile Leases               115,936            -      386,839            -
                               ----------   ----------   ----------   ----------
Total Securitizations          $  845,459   $   20,709   $1,086,839   $   17,667
                               ==========   ==========   ==========   ==========

<CAPTION>
                                           Six Months Ended June 30,
                               -------------------------------------------------
                                        2000                      1999
                               -----------------------   -----------------------
(In Thousands)                  Principal      Gain       Principal      Gain
----------------------------   ----------   ----------   ----------   ----------
<S>                            <C>          <C>          <C>          <C>
Non-Cash Gains:
  Nonconforming Residential    $1,030,000   $   30,291   $1,030,000   $   33,696
  Prime Consumer Home Equity      158,598        4,156            -            -
  Credit Card                           -            -      185,000        3,295
                               ----------   ----------   ----------   ----------
                                1,188,598       34,447    1,215,000       36,991
Cash Gains:
  Equipment Leases                223,705        9,083      115,000        6,914
Non-Recognition of Gains:
  Automobile Leases               214,180            -      386,839            -
                               ----------   ----------   ----------   ----------
Total Securitizations          $1,626,483   $   43,530   $1,716,839   $   43,905
                               ==========   ==========   ==========   ==========
</TABLE>

                                  27
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

The  securitization and sale of nonconforming  residential,  prime home
equity  and  credit  card loans have  resulted  in the  recognition  of
non-cash gains. Under the structure of these securitizations, Provident
receives cash equal to the amount of loans sold. The  methodology  used
by Provident to calculate gains on the sale of these securities follow:

1. An amortization  schedule is created for the loan portfolio based on
   each loan's maturity, rate and balance.
2. The  amortization  schedule is  adjusted  using a  prepayment  speed
   curve.  The  prepayment  curve  estimates  the  timing of  principal
   payments by the borrowers.
3. The net spread is  calculated  on the loan  portfolio  by taking the
   cash inflows (loan  portfolio  yield and  prepayment  penalties) and
   reducing  it by the cash  outflows  (bond  yield paid to  investors,
   servicing fees and other fees).  Prepayments reduce the average life
   of the portfolio,  which in turn reduces the net spread collected by
   Provident.
4. The  present  value of the net spread is  calculated  by  applying a
   discount   rate   indicative  of  the  risk   associated   with  the
   transaction.
   o  In pre-1998 credit enhancement structures, the net spread is used
      to  create  excess   collateral  as  credit  support.   In  these
      transactions,  cash flow to Provident is delayed until the target
      over-collateralization is met and cash is released. This delay in
      cash receipts reduces the present value.
   o  Beginning  with the  March  1998  securitization,  Provident  has
      provided  credit  enhancement  in the  form  of an  upfront  cash
      reserve account.  Therefore  Provident does not experience delays
      in cash  receipts.  The net  spread  is not  subordinated  to the
      losses.  Losses are absorbed directly in the cash reserve account
      instead of reducing the net spread.
5. The gain is calculated by taking the present value of the net spread
   on a relative  fair value basis and reducing it by the present value
   of the expected credit losses, underwriting expenses, accounting and
   legal fees and deferred expenses paid to originate the loans.

Cash gains have been  recognized  from the  securitization  and sale of
equipment  leases.  Under  the  structure  of  these   securitizations,
Provident sells the lease payments under the lease contract but retains
ownership of the  underlying  equipment.  The cash  received from these
sales exceeds the present value of the lease payments and generates the
cash gain.

                                  28
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

The  securitization  and sale of automobile leases do not result in the
recognition of gains. Under the structure of the sale of the automobile
leases, Provident sells the ownership of the automobiles and leases the
vehicles back from the investor in a sale-leaseback arrangement.  Lease
payments  paid by  Provident  to the  investor may be more or less than
that  received by Provident  from the consumer.  The  difference in the
lease payments,  net of credit losses and servicing fees, is recognized
as  net  operating  lease  income  or  expense  over  the  life  of the
securitization.

Underlying  assumptions used in the  determination of future cash flows
on the loan and lease portfolios follow:

<TABLE>
<CAPTION>
                              Second Quarter
                                    2000                Weighted Average of All Securitizations
                               -------------   ----------------------------------------------------------
                               Nonconforming   Nonconforming      Prime      Credit   Equipment     Auto
                                Residential     Residential    Home Equity    Cards    Leasing    Leasing
                               -------------   -------------   -----------   ------   ---------   -------
<S>                                <C>             <C>           <C>         <C>          <C>       <C>
Assumptions Used:
 Prepayment Speed(1):
  Initial Rate                        13.91%          12.36%        10.00%      n/a         n/a       n/a
  Peak Rate                           35.00%          32.84%        30.00%      n/a         n/a       n/a
   Calculated Weighted
    Average Life of the

    Loan Portfolios                2.4 Years       2.6 Years     2.1 Years      n/a         n/a       n/a
 Estimated Credit Losses(2):
  Annual Basis                         1.16%           1.09%         0.20%    5.40%       1.00%     0.50%
  Percentage of
   Original Balance                    3.00%           2.94%         0.42%      n/a       1.97%       n/a
 Discount Rate                        12.00%          11.88%        10.63%   12.00%       9.29%       n/a
<FN>
(1) Provident  applies  an annual  prepayment  model that  adjusts  the
    monthly   speeds  to   account   for   declining   loan   balances.
    Nonconforming   residential   loans  typically   experience  higher
    prepayment  speeds compared to conforming  loans. For nonconforming
    residential loans, Provident uses a prepayment curve that applies a
    10%  prepayment  rate to new loans (higher for seasoned  loans) and
    ramps up to 35% after 12 months. Provident continues to use the 35%
    prepayment rate for the remainder of the portfolio life.
(2) Provident  applies a  cumulative  static  pool  approach  to credit
    losses.  Higher  prepayment speeds and shorter average lives do not
    alter the cumulative  credit loss assumption.  As a result,  higher
    prepayment speeds increase the annualized losses.
</FN>
</TABLE>

The  recognition  of gains on the sale of  loans  and  leases  requires
management to make assumptions  regarding  prepayment speeds and credit
losses  for  the   securitized   loan  and  lease  pools.  In  general,
Provident's  securitized  pools have performed  better than the initial
estimates.   Therefore   management  believes  these  estimates  to  be
conservative.  The performances of the pools are extensively monitored,
and adjustments to these assumptions will be made if necessary.

No  assurance  can be given  that the  level of loan  originations  and
purchases  will  continue  to permit the  recognition  of such gains on
sales of loans  in the  future.  The  percentage  of gains  may also be
affected by changing conditions in the asset-backed  markets upon which
Provident has no control.

Provident  retains the servicing of the loans and leases it securitizes
and sells.  This servicing  activity was primarily  responsible for the
generation of $24.9 million and $11.5  million in loan  servicing  fees
during the first six months of 2000 and 1999, respectively.

                                  29
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Nonconforming residential loans, originated or acquired by the Mortgage
Banking  business line,  have been  securitized and sold on a quarterly
basis since 1996. Major  characteristics of these  nonconforming  loans
include:  54% with an "A" credit grade and 31% with a "B" credit grade;
68% with full  documentation;  69% have prepayment  penalties;  95% are
secured by first  mortgages;  92% are owner occupied;  and, on average,
have a 78% loan-to-value ratio.

A summary of nonconforming residential loans originated by loan type as
of and for the  six-month  period  ended  June  30,  2000  and  1999 is
provided below:

                                       Six Months Ended June 30,
                                       -------------------------
(In Thousands)                             2000         1999
-------------------------------------   ----------   ----------
Originations for the Period Ended:
 Fixed Rate, Fully Amortizing           $  482,134   $  370,725
 Fixed Rate, 15-Year Balloon Payments      263,629      245,264
                                        ----------   ----------
  Total Fixed Rate Loans                   745,763      615,989
 Adjustable, Six-Month LIBOR                 2,270        8,456
 Adjustable Rate, 3/27 Loans               197,881      358,595
 Adjustable Rate, 2/28 Loans                33,380       49,867
 Adjustable Rate, 5/25 Loans                   706           93
                                        ----------   ----------
  Total Adjustable Rate Loans              234,237      417,011
                                        ----------   ----------
   Total Originations                   $  980,000   $1,033,000
                                        ==========   ==========

Loans Outstanding as of:
 Fixed Rate, Fully Amortizing           $1,486,558   $  775,815
 Fixed Rate, 15-Year Balloon Payments      866,423      491,297
                                        ----------   ----------
  Total Fixed Rate Loans                 2,352,981    1,267,112
 Adjustable, Six-Month LIBOR                54,938       90,938
 Adjustable Rate, 3/27 Loans             1,497,703      988,270
 Adjustable Rate, 2/28 Loans               181,780      182,520
 Adjustable Rate, 5/25 Loans                 7,221        7,432
                                        ----------   ----------
  Total Adjustable Rate Loans            1,741,642    1,269,160
                                        ----------   ----------
   Total Outstanding                    $4,094,623   $2,536,272
                                        ==========   ==========

                                  30
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

The following table estimates the differences in the recognition of net
income for the Mortgage  Banking business line for the first six months
of 2000 and 1999  based on having  securitized  its loan  portfolio  as
reported  (including  gain on sale of  loans),  and as if the loans had
been held in the portfolio and interest recognized as earned (excluding
gain on sale of loans). The differences,  primarily in the areas of net
interest  income,  gain on sale of  loans,  servicing  fee  income  and
provision  expense,  are a matter of timing and not total  income to be
recorded  over the life of the loans.  Net income on an as earned basis
continues to rise from earlier periods due to the growth in the balance
of securitized  loans and the resulting net interest income these loans
would have provided.

                                        Six Months Ended June 30,
                              --------------------------------------------
                                      2000                    1999
                              --------------------    --------------------
                                 As          As          As          As
(In Thousands)                Reported     Earned     Reported     Earned
---------------------------   --------    --------    --------    --------
Net Interest Income           $ 17,152    $ 67,200    $  9,597    $ 45,617
Loan Loss Provision             (3,370)    (15,436)     (3,553)    (11,397)
                              --------    --------    --------    --------
  Net Interest Income After

   Loan Loss Provision          13,782      51,764       6,044      34,220
Noninterest Income              44,973      12,565      46,894       9,861
Noninterest Expense            (31,877)    (31,877)    (27,804)    (27,804)
                              --------    --------    --------    --------
  Income Before Taxes           26,878      32,452      25,134      16,277
Income Taxes                    (9,408)    (11,358)     (8,797)     (5,697)
                              --------    --------    --------    --------
  Net Income                  $ 17,470    $ 21,094    $ 16,337    $ 10,580
                              ========    ========    ========    ========

The following  table provides the operating cash flows for the Mortgage
Banking business line for first six months of 2000 and 1999:

                                            Six Months Ended June 30,
                                            -------------------------
(In Thousands)                                  2000        1999
-------------------------------------------   --------    --------
Cash Inflows:
  Net Interest Income                         $ 84,135    $ 59,891
  Loan Servicing Fees                           11,020       4,384
                                              --------    --------
    Total Cash Inflows                          95,155      64,275
Cash Outflows:
  Loan Acquisition and Securitization Costs     33,582      37,172
  Cash Operating Expenses                       30,469      26,396
  Credit Losses                                 13,417       9,067
  Servicer Advances                              7,999       4,779
  Taxes                                         (5,218)      7,304
                                              --------    --------
    Total Cash Outflows                         80,249      84,718
                                              --------    --------
Net Cash Flows                                $ 14,906    $(20,443)
                                              ========    ========

                                  31
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Impact of Securitizations on the Consolidated Balance Sheets
------------------------------------------------------------

The impact from the securitization and sale of various loans and leases
can be seen in several areas of  Provident's  balance  sheet.  The most
significant  has been the  removal of loans and leases  that  Provident
continues to service.  The following  table provides a summary of these
off-balance sheet managed assets:

                                    June 30,
                            -----------------------
(In Thousands)                 2000         1999
-------------------------   ----------   ----------
Nonconforming Residential   $4,046,624   $2,444,272
Auto Leases                  1,480,066      985,517
Prime Home Equity              526,114      265,026
Equipment Leases               453,434      253,857
Credit Card                    230,000      185,000
Warehouse                      170,600      327,900
                            ----------   ----------
                            $6,906,838   $4,461,572
                            ==========   ==========

In connection with the recognition of non-cash gains, the present value
of future cash flows,  referred to as retained  interest in securitized
assets   ("RISA"),   are  recorded  as  assets  within  the  investment
securities line item of the consolidated balance sheets.  Components of
the RISA as of June 30, 2000 follow:

                                           Nonconforming     Prime
(In Thousands)                              Residential   Home Equity
-----------------------------------------   -----------   -----------
Estimated Cash Flows of Underlying Loans,
 Net of Payments to Certificate Holders       $ 538,409     $  36,635
Less:
  Estimated Credit Loss (1)                     (13,105)         (309)
  Servicing and Insurance Expense               (59,709)       (5,545)
  Discount to Present Value                     (65,235)       (3,437)
                                              ---------    ----------
Carrying Value of Retained Interest in
  Securitized Assets                          $ 400,360    $   27,344
                                              =========    ==========

(1) Only the  pre-1998  securitizations  provide for  estimated  credit
    losses  within  the cash  flows  of the  RISA.  Information  on all
    estimated  credit  losses is  presented in the  discussion  of cash
    reserve   accounts  and  credit  quality  of   securitized   assets
    immediately following this table.

                                  32
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Since  the  beginning  of  1998,  Provident  has  provided  for  credit
enhancements  to  its  securitizations  in the  form  of  cash  reserve
accounts  that are  funded  at  closing.  Generally,  the cash  reserve
accounts are deposited at Provident.  Credit losses, with the exception
of credit card loans,  are  absorbed  directly  into these cash reserve
accounts.  The  remaining  funds  not used to  cover  such  losses  are
returned to Provident over the term of the  securitization.  The credit
card cash  reserve  accounts  absorb  losses only in the event that the
interest   spreads  are  insufficient  to  cover  such  credit  losses.
Provident  estimates  the amount of all credit  losses  based upon loan
credit  grades,  collateral,  market  conditions  and  other  pertinent
factors.  Assumptions used to calculate the estimated credit losses are
provided  in   "Management's   Discussion  and  Analysis  of  Financial
Condition  and Results of  Operations - Asset  Securitization  Activity
(Impact of Securitizations on the Consolidated  Statements of Income)".
Cash reserve  accounts  that earn  interest are recorded as  investment
securities  and  accounts  that do not earn  interest  are  recorded as
receivables  from  securitization  trusts.  Detail of the June 30, 2000
cash reserve accounts, net of loss estimates follows:

                                          Cash        Loss        Net Cash
(In Thousands)                          Reserves    Estimates     Reserves
------------------------------------   ---------    ---------    ---------
 Nonconforming Residential Loans (1)   $ 479,498    $(104,114)   $ 375,384
 Equipment Leases                         62,900      (18,742)      44,158
 Credit Card Loans                        41,379            -       41,379
 Prime Home Equity Loans (2)              30,293       (1,727)      28,566
                                       ---------    ---------    ---------
                                       $ 614,070    $(124,583)   $ 489,487
                                       =========    =========    =========

(1) Total loss estimates  including those contained within the RISA are
    $117,219,000.
(2) Total loss estimates  including those contained within the RISA are
    $2,036,000.

                                  33
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

Credit Quality of Securitized Assets
------------------------------------

The  following  table  presents a summary of various  indicators of the
credit quality of off-balance  sheet loans and leases as of and for the
six months ended June 30, 2000:

<TABLE>
<CAPTION>
                           Nonconforming    Prime Home   Equipment      Auto       Credit    Warehouse
(Dollars in Thousands)     Residential(1)    Equity(1)   Leases(1)    Leases(2)   Cards(2)      (2)
------------------------   -------------    ----------   ---------   ----------   --------   ---------
<S>                        <C>              <C>          <C>         <C>          <C>        <C>
For the Six Months
 Ended June 30, 2000:
 Average Securitized
  Assets                   $   3,527,922    $  382,526   $ 371,708   $1,397,723   $230,000   $ 186,550
 Net Charge-Offs                  10,218           983       4,753        2,251      8,335           -
 Net Charge-Offs
  to Average Securitized
  Assets (Annualized)               0.58%         0.51%       2.56%        0.32%      7.25%       0.00%
As of June 30, 2000:
 Securitized Assets        $   4,046,624    $  526,114   $ 453,434   $1,480,067   $230,000   $ 170,600
 Estimated Credit
  Losses Provided For            117,219         2,036      18,742          n/a        n/a         n/a
 Estimated Credit
  Losses to Period-End
  Securitized Assets                2.90%         0.39        4.13%         n/a        n/a         n/a
 Estimated Credit
  Loss Rates:
  Annual Basis                      1.09%         0.20        1.00%        0.50%      5.40%       0.10%
  Percentage of
   Original Balance                 2.94%         0.42%       1.97%         n/a        n/a         n/a
 Delinquency Rates:
  30 to 89 Days                     2.58%         0.66%       2.18%        0.33%      1.98%       4.70%
  90 or More                        5.91%         0.19%       0.73%        0.10%      1.32%       4.59%
<FN>
(1) Estimates for credit  losses on  nonconforming  residential  loans,
    prime home equity loans and equipment  leases are determined at the
    time of sale.  The  estimated  credit  loss  balance  for  pre-1998
    securitizations  are contained within the RISA. Since the beginning
    of 1998,  Provident  has  provided for credit  enhancements  to its
    securitizations  in the  form of cash  reserve  accounts  that  are
    funded  at  closing.  Generally,  the  cash  reserve  accounts  are
    deposited at Provident. Credit losses are absorbed directly against
    these cash reserve accounts.  The remaining funds not used to cover
    such  loses  are  returned  to  Provident  over  the  term  of  the
    securitization.  Provident  estimates  the amount of credit  losses
    based upon loan credit grades,  collateral,  market  conditions and
    other pertinent  factors.  Details of the cash reserve accounts are
    provided in  Management's  Discussion  and  Analysis  of  Financial
    Condition and Results of Operations - Asset Securitization Activity
    (Impact of Securitizations on the Consolidated Balance Sheets).
(2) Estimates  for credit losses on revolving  structures  such as auto
    leases,   credit  cards  and  warehouse   loans  are  provided  for
    throughout the life of the  securitization.  The loss estimates are
    accrued monthly  increasing the estimate,  while the charge-offs of
    uncollectible balances reduce the estimate.
</FN>
</TABLE>

Federal banking  regulators are currently  discussing various proposals
that could require more stringent  capital adequacy  standards on banks
and bank holding companies concerning the treatment of certain residual
interests generated by asset securitizations.  Due to the uncertainties
surrounding  the final  content,  timing and  transition  period of the
proposed  requirements,  Provident  cannot  measure  the  impact on its
financial  position or the results of its  operations  if the  proposed
requirements  are  adopted.  Provident  is  actively  monitoring  these
discussions.

                                  34
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS

OTHER OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
---------------------------------------------

In the normal  course of business,  Provident  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,
2000, these off-balance sheet instruments  consisted of standby letters
of credit of $160 million, commitments to extend credit of $3.3 billion
and interest rate swaps with a notional amount of $5.8 billion.

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 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.  Additional  sources  of
liquidity  include the sale of  investment  securities  and the sale of
corporate and consumer  loans and leases.  Another source for providing
liquidity is the generation of new deposits.  Provident may also borrow
both short-term and long-term  funds.  Provident has an additional $1.2
billion  available  for  borrowing  under  a $1.5  billion  bank  notes
program.  Approximately  $320  million of  long-term  debt is due to be
repaid during the remainder of 2000.

The major source of liquidity for  Provident on a parent-only  basis 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,  2000 by its  banking
subsidiaries  was  approximately  $226.4  million.  The  Parent has not
received  any  dividends  from its  subsidiaries  during  the first six
months of 2000.

At June 30,  2000 the Parent  had not drawn any of its $200  million in
general purpose lines of credit with unaffiliated  banks.  Additionally
the Parent had approximately  $111.3 million in cash,  interest earning
deposits and federal funds sold to meet its liquidity needs.

                                  35
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES


Item 3. Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

The responsibility of monitoring and managing market and liquidity risk
is  assigned  to the  Asset  Liability  Committee  ("ALCO").  The  main
component  of market risk is the risk of loss in the value of financial
instruments that may result from the changes in interest rates. ALCO is
bound to  guidelines  stated in the relevant  policies  approved by the
Board of Directors.

In  addition  to  the  natural  balance  sheet  hedges,  ALCO  utilizes
off-balance  sheet  instruments to manage interest rate risk on and off
its balance  sheet.  Interest rate swaps are the most widely used tools
to manage  interest  rate risk.  Provident has used  off-balance  sheet
tools  effectively  for a number of years and believes it has developed
the  appropriate  expertise and  knowledge to achieve a sound  interest
rate risk management process.

Provident  uses an earnings  simulation  model to analyze net  interest
income   sensitivity   to  movements  in  interest   rates.   Given  an
instantaneous  and permanent change in the pricing of all interest rate
sensitive   assets,   liabilities  and   off-balance   sheet  financial
agreements  of  Provident,  net  interest  income  would  change by the
following over the next 12-month period: increase 0.77% for a 100 basis
point decrease; increase 1.16% for a 200 basis point decrease; decrease
0.80% for a 100 basis  point  increase;  and  decrease  1.63% for a 200
basis point increase.  The effects of these interest rate  fluctuations
are  considered  worst case  scenarios,  as the analysis  does not give
consideration  to any management of the new interest rate  environment.
These tests are performed on a monthly  basis,  and the results,  which
are in compliance with policy, are presented to the Board of Directors.

                      PART II - OTHER INFORMATION
                      ---------------------------

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------

(a)  Exhibits filed:
       Exhibit 27.1 - Financial Data Schedule for June 30, 2000
       Exhibit 27.2 - Restated Financial Data Schedule for
                      June 30, 1999

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

                                  36
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES


                               SIGNATURE

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 10, 2000                     \s\ Christopher J. Carey
                                        -------------------------------
                                             Christopher J. Carey
                                         Executive Vice President and
                                            Chief Financial Officer

                                  37
<PAGE>