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


                              FORM 10-Q


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


For the Quarterly Period Ended	                 Commission File
March 31, 1999	                                        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 April 30, 1999 is 42,591,959.


               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.



                     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...................................28


PART II. OTHER INFORMATION


        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................28


SIGNATURE ..........................................................29

                                 2
<PAGE>

            PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
   PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
              CONSOLIDATED BALANCE SHEETS
                (Dollars in Thousands)
<CAPTION>
                                                          March 31,   December 31,
                                                            1999          1998
                                                         (Unaudited)
                                                         ------------------------
<S>                                                      <C>           <C>
                        ASSETS
Cash and Noninterest Bearing Deposits                      $217,462      $267,441
Federal Funds Sold and Reverse Repurchase Agreements         74,000        60,000
Trading Account Securities                                   29,473        50,333
Investment Securities Available for Sale
  (amortized cost - $1,750,058 and $1,528,008)            1,723,954     1,514,153
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                              3,344,283     3,270,675
    Mortgage                                                418,157       436,127
    Construction                                            476,814       437,563
    Lease Financing                                         204,898       243,722
  Consumer Lending:
    Instalment                                              703,583       621,357
    Residential - Held for Sale                             121,729       190,707
    Lease Financing                                         668,158       423,354
                                                         ------------------------
      Total Loans and Leases                              5,937,622     5,623,505
  Reserve for Loan and Lease Losses                         (80,142)      (75,907)
                                                         ------------------------
      Net Loans and Leases                                5,857,480     5,547,598
Leased Equipment                                            157,382       167,006
Premises and Equipment                                       76,838        78,621
Other Assets                                                496,635       449,835
                                                         ------------------------
                                                         $8,633,224    $8,134,987
                                                         ========================
         LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                    $680,737      $669,840
    Interest Bearing                                      4,940,588     4,657,481
                                                         ------------------------
      Total Deposits                                      5,621,325     5,327,321
  Short-Term Debt                                         1,122,892       807,503
  Long-Term Debt                                            805,440       934,294
  Guaranteed Preferred Beneficial Interests in
    Company's Junior Subordinated Debentures                 98,894        98,879
  Accrued Interest and Other Liabilities                    272,201       263,136
                                                         ------------------------
      Total Liabilities                                   7,920,752     7,431,133
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, 43,383,979 and 43,345,149 Issued             12,817        12,805
  Capital Surplus                                           225,702       224,745
  Retained Earnings                                         514,001       489,751
  Treasury Stock, 801,800 and 572,700 Shares                (30,070)      (21,425)
  Accumulated Other Comprehensive Income                    (16,978)       (9,022)
                                                         ------------------------
      Total Shareholders' Equity                            712,472       703,854
                                                         ------------------------
                                                         $8,633,224    $8,134,987
                                                         ========================
</TABLE>
See notes to consolidated financial statements.

                                 3
<PAGE>
<TABLE>
      PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF INCOME
                        (Unaudited)
          (In Thousands, Except Per Share Amounts)
<CAPTION>
                                                             Three Months Ended
                                                                   March 31,
                                                             --------------------
                                                               1999        1998
                                                             --------------------
<S>                                                          <C>         <C>
Interest Income:
  Interest and Fees on Loans and Leases                      $131,582    $123,142
  Interest on Investment Securities                            24,588      23,157
  Other Interest Income                                         1,305         887
                                                             --------------------
      Total Interest Income                                   157,475     147,186
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                                13,245      10,798
    Time Deposits                                              41,923      43,888
                                                             --------------------
      Total Interest on Deposits                               55,168      54,686
  Interest on Short-Term Debt                                  14,906      12,886
  Interest on Long-Term Debt                                   12,471      10,772
  Interest on Junior Subordinated Debentures                    2,166       2,166
                                                             --------------------
    Total Interest Expense                                     84,711      80,510
                                                             --------------------
      Net Interest Income                                      72,764      66,676
Provision for Loan and Lease Losses                            12,900       5,000
                                                             --------------------
  Net Interest Income After Provision
    for Loan and Lease Losses                                  59,864      61,676
Noninterest Income:
  Service Charges on Deposit Accounts                           7,264       6,412
  Other Service Charges and Fees                               13,447      14,958
  Operating Lease Income                                        8,898       9,054
  Gain on Sales of Loans and Leases                            31,839      13,526
  Security Gains (Losses)                                          (7)      3,692
  Other                                                         3,126       2,063
                                                             --------------------
    Total Noninterest Income                                   64,567      49,705
Noninterest Expense:
  Salaries, Wages and Benefits                                 34,980      29,337
  Depreciation on Operating Lease Equipment                     4,725       5,282
  Occupancy                                                     4,208       3,807
  Equipment Expense                                             5,302       4,231
  Professional Fees                                             3,635       3,973
  Charges and Fees                                              3,732       2,394
  Other                                                        15,715      15,607
                                                             --------------------
    Total Noninterest Expense                                  72,297      64,631

Income Before Income Taxes                                     52,134      46,750
Applicable Income Taxes                                        18,379      16,090
                                                             --------------------
  Net Income                                                  $33,755     $30,660
                                                             ====================
Per Common Share:
  Basic Earnings Per Share                                       $.79        $.71
  Diluted Earnings Per Share                                      .76         .68
  Cash Dividends Declared                                         .22         .20
</TABLE>
See notes to consolidated financial statements.

                                 4
<PAGE>
<TABLE>
     PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (Unaudited)
                      (In Thousands)
<CAPTION>


                                                         Retained
                                                         Earnings
                                                         Including
                                                        Reserve for            Accumulated
                                                        Retirement                Other
                           Preferred  Common   Capital  of Capital  Treasury  Comprehensive           Comprehensive
                             Stock    Stock    Surplus  Securities    Stock       Income       Total     Income
                           ----------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>         <C>       <C>            <C>       <C>           <C>
Balance at January 1, 1998   $7,000  $12,482  $196,617    $410,107        $-           $135  $626,341

 Net Income                                                 30,660                             30,660      $30,660
 Dividends Paid on:
  Preferred Stock                                             (198)                              (198)
  Common Stock                                              (8,559)                            (8,559)
 Exercise of Stock Options               220    17,365                                         17,585
 Change in Unrealized
  Gains (Losses) on
  Marketable Securities                                                              (4,188)   (4,188)      (4,188)
 Other                                                          60                                 60
                             -------------------------------------------------------------------------------------
Balance at March 31, 1998    $7,000  $12,702  $213,982    $432,070        $-        ($4,053) $661,701      $26,472
                             =====================================================================================


Balance at January 1, 1999   $7,000  $12,805  $224,745    $489,751  ($21,425)       ($9,022) $703,854

 Net Income                                                 33,755                             33,755      $33,755
 Dividends Paid on:
  Preferred Stock                                             (216)                              (216)
  Common Stock                                              (9,289)                            (9,289)
 Exercise of Stock Options                12       826                                            838
 Purchase of Treasury Stock                                           (8,645)                  (8,645)
 Distribution of Contingent
  Shares for Prior Year
  Acquisition                                      131                                            131
 Change in Unrealized
  Gains (Losses) on
  Marketable Securities                                                              (7,956)   (7,956)      (7,956)
                             -------------------------------------------------------------------------------------
Balance at March 31, 1999    $7,000  $12,817  $225,702    $514,001  ($30,070)      ($16,978) $712,472      $25,799
                             =====================================================================================
</TABLE>
See notes to consolidated financial statements.

                                 5
<PAGE>
<TABLE>
      PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Unaudited)
                       (In Thousands)
<CAPTION>
                                                             Three Months Ended March 31,
                                                             ----------------------------
                                                                1999              1998
                                                             ----------------------------
<S>                                                           <C>              <C>
Operating Activities:
  Net Income                                                    $33,755           $30,660
  Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Provision for Loan and Lease Losses                        12,900             5,000
      Amortization of Goodwill                                      380               461
      Other Amortization and Accretion                          (20,953)          (21,067)
      Depreciation of Leased Equipment and
        Premises and Equipment                                    9,280             8,721
      Realized Investment Security (Gains) Losses                     7            (3,692)
      Proceeds from Sale of Loans Held for Sale                 562,920           284,142
      Origination of Loans Held for Sale                       (522,609)         (271,346)
      Realized Gains on Residential Loans Held for Sale         (20,373)           (9,424)
      Realized Gains on Sale of Other Loans and Leases          (11,466)           (4,102)
      (Increase) Decrease in Trading Account Securities          20,860           (20,385)
      Increase in Interest Receivable                            (1,240)           (7,984)
      Increase in Other Assets                                  (45,940)         (143,205)
      Increase in Interest Payable                                6,628            17,773
      Increase (Decrease) in Other Liabilities                    6,728           (32,111)
                                                               --------------------------
        Net Cash Provided By (Used In) Operating Activities      30,877          (166,559)
                                                               --------------------------
Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                         186,261           711,677
    Proceeds from Maturities and Prepayments                     50,574           354,170
    Purchases                                                  (404,482)       (1,295,448)
  Net Increase in Loans and Leases                             (364,637)         (218,067)
  Net (Increase) Decrease in Operating Lease Equipment            4,899           (10,467)
  Net Increase in Premises and Equipment                         (2,772)           (3,255)
                                                               --------------------------
    Net Cash Used In Investing Activities                      (530,157)         (461,390)
                                                               --------------------------
Financing Activities:
  Net Increase in Deposits                                      294,004           257,006
  Net Increase in Short-Term Debt                               315,389           311,602
  Principal Payments on Long-Term Debt                         (128,930)          (25,755)
  Proceeds From Issuance of Long-Term Debt                           19            15,040
  Cash Dividends Paid                                            (9,505)           (8,757)
  Purchase of Treasury Stock                                     (8,645)                -
  Proceeds from Exercise of Stock Options                           838            17,585
  Net Increase in Other Equity Items                                131                60
                                                               --------------------------
    Net Cash Provided By Financing Activities                   463,301           566,781
                                                               --------------------------
      Decrease in Cash and Cash Equivalents                     (35,979)          (61,168)
  Cash and Cash Equivalents at Beginning of Period              327,441           276,241
                                                               --------------------------
    Cash and Cash Equivalents at End of Period                 $291,462          $215,073
                                                               ==========================
Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                    $78,082           $62,370
    Income Taxes                                                 13,260                 -
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to
      Other Real Estate                                             531               567
    Residual Interest in Securitized Assets Created from
      the Sale of Loans (net of estimated credit losses)         36,746            14,464
</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.

The financial statements presented herein should be read in 
conjunction with the financial statements and notes thereto included 
in Provident's 1998 annual report on Form 10-K filed with the 
Securities and Exchange Commission.

NOTE 2.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted 
earnings per common share (in thousands except per share data):

                                                    Three Months Ended
                                                         March 31,
                                                    ------------------
                                                       1999      1998
                                                    ------------------
Basic:
  Net Income                                         $33,755   $30,660
  Less Preferred Stock Dividends                        (216)     (198)
                                                     -----------------
   Income Available to Common Shareholders            33,539    30,462

   Weighted-Average Common Shares Outstanding         42,651    42,615
                                                     -----------------
  Basic Earnings Per Share                             $0.79     $0.71
                                                     =================
Diluted:
  Net Income                                         $33,755   $30,660

  Weighted-Average Common Shares Outstanding          42,651    42,615
  Assumed Conversion of:
    Convertible Preferred Stock                          988       988
    Dilutive Stock Options (Treasury Stock Method)       778     1,219
                                                     -----------------
  Dilutive Potential Common Shares                    44,417    44,822
                                                     -----------------
  Diluted Earnings Per Share                           $0.76     $0.68
                                                     =================
                                 7
<PAGE>
           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  SPECIAL CHARGES AND EXIT COSTS

In order to improve upon the efficiency of its operations, Provident 
incurred pre-tax special charges and exit costs of $22 million during 
the fourth quarter of 1998. This expense consisted of: 1) a 
reengineering project, known as the Performance Optimization Project, 
which is expected to enable Provident to undertake new revenue 
generating initiatives without significantly increasing expenses, and 
2) the discontinuance of operations of its MeritValu and Free Market 
Partner business units.

No changes have been made to the original estimated special charges 
and exit costs. All activity during the quarter related to cash 
payments for severance benefits and professional fees.

Details of the special charges and exit costs follows (in millions):
<TABLE>
<CAPTION>
                                Severance  Fixed Asset    Exit    Professional
                                  Costs     Write-Offs    Costs       Fees        Total
                                -------------------------------------------------------
<S>                                    <C>          <C>       <C>           <C>     <C>
Special Charge                         $6           $6        $5            $5      $22
Utilization:
  Cash                                 (1)           -        (2)           (3)      (6)
  Non-Cash                              -           (6)       (3)            -       (9)
                                -------------------------------------------------------
Balance as of December 31, 1998         5            -         -             2        7
Cash Utilization                       (1)           -         -            (1)      (2)
                                -------------------------------------------------------
Balance as of March 31, 1999           $4           $-        $-            $1       $5
                                =======================================================
</TABLE>

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

In 1996, Provident established Provident Capital Trust I. Capital 
Trust 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. Provident fully guarantees 
the Capital Securities. The sole assets (excluding interest receivable 
on the Debentures, prepaid expenses and receivables) of Capital Trust 
are the Debentures.

                                 8
<PAGE>
           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  RESTRICTED ASSETS

During 1997 and 1998, Provident formed Provident Auto Leasing Company, 
Provident Auto Rental Corporation 1998-1 and 1998-2, and Provident 
Lease Receivables Corporation. Auto Leasing was created to avoid the 
administrative difficulty and expense associated with retitling leased 
vehicles in connection with the financing or transfer of beneficial 
ownership of automobile and light duty trucks subject to leases. Auto 
Rentals' purpose is limited to the securitization and sale of leased 
vehicles to investors under sale-leaseback transactions. Lease 
Receivables' function is limited to the sale of equipment leases while 
retaining the servicing rights. Auto Leasing, Auto Rentals and Lease 
Receivables are legal entities and each maintains books and records 
with respect to its assets and liabilities. The assets of these 
subsidiaries, totaling $815.0 million, are not available to secure 
financing or otherwise satisfy claims of creditors of Provident or any 
of its other subsidiaries.

NOTE 6.  LINE OF BUSINESS REPORTING

Provident has identified three major lines of business. Selected line 
of business information is included in the following table for the 
three months ended March 31, 1999 and 1998 (in millions):
 
                                                   Provident Consumer
               Commercial Banking   Retail Banking Financial Services
               ------------------------------------------------------
                  1999     1998      1999     1998      1999     1998
               ------------------------------------------------------
Total Revenue    $58.5    $56.9     $46.9    $39.8     $30.1    $14.8

Net Income       $23.0    $22.1      $4.3     $2.6      $9.8     $3.1

Average Assets  $4,142   $3,810    $1,601   $1,376      $623     $353

                      Other              Total
               -----------------------------------
                  1999     1998      1999     1998
               -----------------------------------
Total Revenue     $1.8     $4.9    $137.3   $116.4

Net Income       $(3.3)    $2.9     $33.8    $30.7

Average Assets  $2,328   $1,823    $8,694   $7,362

Descriptions of these business lines along with variance analyses are 
included in "Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Business Lines".
                                 9
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS

Forward Looking Statements

Provident publishes forward-looking statements relating to such 
matters as anticipated financial performance, business prospects, new 
banking and financial service products, Year 2000 issues and similar 
matters. The Private Securities Litigation Reform Act of 1995 provides 
a safe harbor for forward-looking statements. Provident notes that a 
variety of factors could cause its actual results and experiences to 
differ materially from the anticipated results or other expectations 
expressed in its forward-looking statements. These risks and 
uncertainties include, without limitation, changes in interest rates, 
developments in the economies served by Provident, deterioration in 
general economic conditions which would adversely affect borrowers, 
adverse developments in the markets for securitized loans, changes in 
anticipated credit quality trends, the ability to achieve the results 
anticipated from the Performance Optimization Project, changes in 
accounting, tax or regulatory practices, or requirements and other 
factors noted in conjunction 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.

Results of Operations

Summary

The following table summarizes earnings components, earnings per share 
and key financial ratios (dollars in thousands except per share data):

                                               Three Months Ended
                                                   March 31,
                                           ---------------------------
                                            1999      1998    % Change
                                           ---------------------------
Net Interest Income                        $72,764   $66,676         9%
Noninterest Income                          64,567    49,705        30
Total Revenue                              137,331   116,381        18
Provision for Loan
 and Lease Losses                           12,900     5,000       158
Noninterest Expense                         72,297    64,631        12
Net Income                                  33,755    30,660        10
Diluted Earnings per Share                    0.76      0.68        12
Return on Average Equity                     18.62     19.06
Return on Average Assets                      1.55      1.67
Efficiency Ratio                             52.62     57.30

                                10
<PAGE>
Earnings per share increased 12% to $.76 during the current quarter,
versus $.68 reported in 1998. The increase in earnings per share was
due to strong revenue growth evidenced by a 32% increase in managed 
assets and continued emphasis on expense control. 

Total revenue (net interest income plus noninterest income) increased 
18% during 1999 over the comparable period in 1998. Net interest 
income increased by $6.1 million, or 9% as a result of strong growth 
in the lending portfolio. Noninterest income increased $14.9 million, 
or 30%, primarily due to gains recognized on loan and lease sales and 
loan servicing fees.

Total average assets for the first quarter of 1999 grew $1.3 billion, 
or 18%, as compared to the first quarter of 1998. The increase was 
primarily in the lending portfolio, which experienced a growth of 
approximately $800 million in average assets during this time period. 
In addition, loans and leases, which had been sold with servicing 
retained, increased from $1.6 billion at March 31, 1998 to $3.6 
billion at March 31, 1999.

Noninterest expense was $72.3 million for the first quarter of 1999 as 
compared to $64.6 million for the same period in 1998. The ratio of 
noninterest expense to tax equivalent revenue ("efficiency ratio") was 
52.62% for the first three months of 1999 compared to 57.30% for the 
first three months of 1998. For purposes of calculating the efficiency 
ratio, tax equivalent revenue excludes security gains or losses.

The improvement in the efficiency ratio was a result of higher 
revenues and increased control of expenses. During 1998, management 
took specific steps to slow the growth of expenses. First, a 
reengineering project, referred to as the Performance Optimization 
Project ("POP"), was initiated with areas being identified where 
productivity could be improved. Implementation of the POP process 
began at the end of 1998 with cost savings expected to occur during 
1999 and the first half of the year 2000. Second, those business units 
where the prospect for future revenue growth did not justify current 
operating losses were terminated. Operating expenses (noninterest 
expense less unusual and significant expenses) reported in the first 
quarter of 1999 decreased $1.6 million from that reported in the 
fourth quarter of 1998. 

                                11
<PAGE>
Business Lines

Provident has identified three major lines of business. The following 
table summarizes total revenue, net income and average assets by these 
lines for the three months ending March 31, 1999 and 1998 (dollars in 
millions):

                                               1999     1998    Change
                                              ------------------------
Total Revenue:
  Commercial Banking                           $58.5    $56.9        3%
  Retail Banking                                46.9     39.8       18
  Provident Consumer Financial Services         30.1     14.8      103
  Other                                          1.8      4.9      (63)
                                              ------------------------
                                              $137.3   $116.4       18
                                              ========================
Net Income:
  Commercial Banking                           $23.0    $22.1        4%
  Retail Banking                                 4.3      2.6       65
  Provident Consumer Financial Services          9.8      3.1      216
  Other                                         (3.3)     2.9     (214)
                                               -----------------------
                                               $33.8    $30.7       10
                                               =======================
Average Assets:
  Commercial Banking                          $4,142   $3,810        9%
  Retail Banking                               1,601    1,376       16
  Provident Consumer Financial Services          623      353       76
  Other                                        2,328    1,823       28
                                              ------------------------
                                              $8,694   $7,362       18
                                              ========================

Business line descriptions and fluctuation analysis follows:

- Commercial Banking provides lending products and services to its 
  commercial customers. This business line includes all of the 
  commercial business units as reported in the 1998 Form 10-K. 
  Commercial Banking constitutes 68% of the profitability of 
  Provident. Net income and average assets increased 4% and 9%, 
  respectively, over the first quarter of 1998. Total revenue (net 
  interest income plus noninterest income) for 1999 benefited from 
  strong loan growth. In addition, 1999 revenue included a cash gain 
  of $6.9 million from the securitization and sale of equipment 
  leases, while 1998 revenue included $8.0 million of gains recognized 
  from the sale of stock and stock warrants. These equity instruments 
  had been acquired as part of the lending fee structure established 
  with customers. Currently, Provident expects to securitize leases 
  every other quarter, while the sale and recognition of gains from 
  stock and stock warrants related to its Structured Finance business 
  unit is less predictable in nature. Expenses grew 12% due primarily 
  to the start-up of Provident Capital Funding, a fee based originator 
  for unaffiliated loan syndicators, and expansion into the 
  Indianapolis, Phoenix and San Francisco markets.

                                12
<PAGE> 
- 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 as reported in the 1998 Form 10-K. Total 
  revenue increased 18% over the first quarter of 1998. The increased 
  revenues were driven by robust growth in auto lease originations, as 
  Provident expanded regionally. Direct and indirect instalment loans 
  experienced a significant improvement in credit quality as net 
  charge-offs declined from 1.06% in 1998 to .74% in 1999. Total 
  retail deposits grew by 4% with significant contribution coming from 
  the Florida franchise. Total managed loans and leases for Retail 
  Banking grew approximately $740 million, or 40%, since March 31, 
  1998. Additional factors that contributed to higher net income in 
  1999 include loan servicing, brokerage, fund management and trust 
  fees. Combined, these revenues increased approximately $2 million 
  during 1999 as compared to the first quarter in 1998.

- Provident Consumer Financial Services originates conforming and 
  nonconforming residential loans to consumers and short-term 
  financing to mortgage originators and brokers. Net income for 
  Consumer Financial Services increased $6.7 million during the first 
  quarter of 1999 as compared to the same quarter in 1998. The higher 
  net income was primarily the result of strong nonconforming loan 
  production during 1999 coupled with a strong demand for mortgage 
  securities in the secondary market. Due to industry consolidation, 
  the competitive environment in the nonconforming mortgage arena has 
  improved, resulting in more rational pricing. This consolidation has 
  allowed Provident to expand its volume during 1999. During the first 
  quarter of 1999, Consumer Financial Services securitized and sold 
  nonconforming loans totaling $515 million resulting in the 
  recognition of a $19.3 million gain, a gain to loans sold ratio of 
  3.75%. During the first quarter of 1998, $200 million of loans were 
  securitized and sold resulting in a $7.9 million gain, a gain to 
  loans sold ratio of 3.93%. The ratio of gain to loans sold was 2.60% 
  on the $350 million sold in the fourth quarter of 1998. Revenues also
  increased due to growth in loan servicing fees from $0.6 million in
  1998 to $4.0 million in 1999. Operating expenses increased during
  1999 due primarily to increased staffing associated with the higher
  volume of loans being generated and serviced by this business unit.

Other includes income and expenses not allocated to the primary 
business lines, interest on the investment portfolio and gain on the 
sale of certain assets, primarily investment securities. 

                                13
<PAGE>
Net Interest Income

 Net interest income equals the difference between interest earned on 
loans, leases and investments and interest incurred on deposits and 
other borrowed funds. Net interest income represents the largest 
source of income for Provident. During the first quarter of 1999 and 
1998, net interest income on a tax equivalent basis was $72.8 million 
and $66.8 million, respectively, which represented approximately 52% 
and 57% of total revenue (net interest income plus noninterest 
income). The decrease in this ratio is due primarily to the larger 
gain on the sale of loans and leases resulting in higher noninterest 
income (gain on loan sales and loan servicing fees).
 
 Net interest income on a tax equivalent basis increased approximately 
$6.0 million for the first three months of 1999 over the comparable 
period in 1998. An $8.9 million increase caused by volume changes more 
than offset a $2.9 million decrease caused by rate changes. Volume 
changes are caused by changes in the average balances of interest 
earning assets and interest bearing liabilities. The net interest 
margin was 3.78% for the first three months of 1999 as compared to 
4.01% for the comparable period in 1998. The decrease in the margin 
for the first quarter of 1999 was a result of strong earning asset 
growth combined with an increase in market funding and a small decline 
in earning asset spreads.
 
 The following table provides an analysis of consolidated average 
balances, average rates and interest yields. For comparative purposes, 
the table has been adjusted to reflect tax-exempt income on a fully 
taxable equivalent basis assuming an income tax rate of 35%. 
Nonaccrual loan balances are included in the average balances for 
loans and leases. Fees included in interest and fees on loans and 
leases during the first quarters of 1999 and 1998 were $4.8 million 
and $4.2 million, respectively.

                                14
<PAGE>
<TABLE>
<CAPTION>
                                                       Quarter Ended
                                             ----------------------------------
                                              March 31, 1999    March 31, 1998
                                             ----------------------------------
                                             Average  Average  Average  Average
                                             Balance    Rate   Balance    Rate
                                             ----------------------------------
                                                    (Dollars in Millions)
<S>                                           <C>       <C>     <C>       <C>
Assets:
 Loans and Leases:
  Commercial Lending:
   Commercial and Financial                   $3,298     8.56%  $2,849     9.26%
   Mortgage                                      427     8.68      452     9.31
   Construction                                  458     8.02      311     8.90
   Lease Financing                               267    10.45      343    11.75
                                              ---------------------------------
    Total Commercial Lending                   4,450     8.63    3,955     9.45
  Consumer Lending:
   Residential                                   399     9.18      227    10.31
   Installment                                   664    10.09      626    10.63
   Lease Financing                               546     8.44      454     7.87
                                              ---------------------------------
    Total Consumer Lending                     1,609     9.31    1,307     9.62
                                              ---------------------------------
     Total Loans and Leases                    6,059     8.81    5,262     9.49
 Investment Securities                         1,656     6.03    1,425     6.61
 Trading Account Securities                       75     5.42       37     5.49
 Federal Funds Sold and Reverse
  Repurchase Agreements                           26     4.81       29     5.48
                                              ---------------------------------
   Total Earning Assets                        7,816     8.17    6,753     8.85
 Cash and Noninterest Bearing Deposits           231               187
 Other Assets                                    647               422
                                              ------            ------
  Total Assets                                $8,694            $7,362
                                              ======            ======
Liabilities and Shareholders' Equity:
 Deposits:
  Demand Deposits                               $268     1.86     $269     2.17
  Savings Deposits                             1,337     3.64      916     4.15
  Time Deposits                                3,147     5.40    3,098     5.74
                                              ---------------------------------
   Total Deposits                              4,752     4.71    4,283     5.18
 Short-Term Debt:
  Federal Funds Purchased and
   Repurchase Agreements                       1,061     4.66      720     5.40
  Commercial Paper                               230     4.76      231     5.75
  Short-Term Notes Payable                         1     4.45        2     6.75
                                              ---------------------------------
   Total Short-Term Debt                       1,292     4.68      953     5.49
 Long-Term Debt                                  911     5.55      681     6.41
 Junior Subordinated Debentures                   99     8.88       99     8.89
                                              ---------------------------------
  Total Interest Bearing Liabilities           7,054     4.87    6,016     5.43
 Noninterest Bearing Deposits                    594               528
 Other Liabilities                               321               174
 Shareholders' Equity                            725               644
                                              ------            ------
  Total Liabilities and Shareholders' Equity  $8,694            $7,362
                                              ======            ======
Net Interest Spread                                      3.30%             3.42%
                                                         =====             =====
Net Interest Margin                                      3.78%             4.01%
                                                         =====             =====
</TABLE>

                                15
<PAGE>
Provision and Allowance for Loan and Lease Losses

The provision for loan and lease losses was $12.9 million and $5.0 
million for the first quarter of 1999 and 1998, respectively. The 
increase in the provision was the result of growth of the lending 
portfolio and higher net charge-offs, primarily in the commercial loan 
and lease financing areas. Provision expense for the first quarter of 
1999 was provided for at this greater level in order to maintain the 
ratio of reserve for loan and lease losses to total loans and leases 
at 1.35%, the same as reported at December 31, 1998.

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

                                                    Three Months Ended
                                                         March 31,
                                                    ------------------
                                                      1999      1998
                                                    ------------------
Balance at Beginning of Period                       $75,907   $71,980
Provision for Loan and Lease Losses                   12,900     5,000
Loans and Leases Charged Off                         (10,995)   (7,009)
Recoveries                                             2,330     2,866
                                                    ------------------
  Balance at End of Period                           $80,142   $72,837
                                                    ==================
Reserve for Loan and Lease Losses
 as a Percent of:
  Nonperforming Loans                                 169.85%   138.10%
    Nonperforming Assets                              161.53%   124.96%
  Total Loans and Leases                                1.35%     1.38%

The following table presents the distribution of net loan charge-offs 
by loan type for the three-month periods ended March 31, 1999 and 1998 
(dollars in thousands):
<TABLE>
<CAPTION>
                                 Three Months Ended            Three Months Ended
                                   March 31, 1999                March 31, 1998
                            ----------------------------------------------------------
                                       Pctg of   Pctg of             Pctg of   Pctg of
                                       Average    Total              Average    Total
                               Net       Net       Net       Net       Net       Net
                             Charge-    Loans    Charge-   Charge-    Loans    Charge-
                              Offs   (annualize)  Offs      Offs   (annualize)  Offs
                            ----------------------------------------------------------
<S>                           <C>         <C>      <C>      <C>         <C>      <C>
Commercial Lending:
 Commercial and Financial     $4,444      0.54%     51.3%     $410      0.06%      9.9%
 Mortgage                          -         -         -         -         -         -
 Construction                      -         -         -         -         -         -
 Lease Financing               1,364      2.04      15.7       421      0.49      10.2
                              ------               ---------------               -----
  Net Commercial Lending       5,808      0.52      67.0       831      0.08      20.1
Consumer Lending:
 Residential                     139      0.14       1.6       118      0.21       2.8
 Installment                   2,371      1.43      27.4     1,995      1.28      48.2
 Lease Financing                 347      0.25       4.0     1,199      1.06      28.9
                              ------               ---------------               -----
  Net Consumer Lending         2,857      0.71      33.0     3,312      1.01      79.9
                              ------               ---------------               -----
   Net Charge-Off's           $8,665      0.58     100.0    $4,143      0.32     100.0
                              ======               ===============               =====
</TABLE>
                                16
<PAGE>
Nonperforming Assets

Nonperforming assets at March 31, 1999 were $49.6 million compared to 
$45.3 million and $58.3 million as of December 31, 1998 and March 31, 
1998, respectively. The composition of nonperforming assets over the 
past five quarters is provided in the following table (dollars in 
thousands).
<TABLE>
<CAPTION>
                               1999                    1998
                              ------- ---------------------------------------
                               First     Fourth    Third     Second    First
                              Quarter   Quarter   Quarter   Quarter   Quarter
                              -----------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>
Nonaccrual Loans:
 Commercial Lending:
  Commercial and Financial    $33,210   $34,544   $20,719   $42,413   $32,746
  Mortgage                        335       335       335       335       335
  Construction                      -         -         -         -         -
  Lease Financing               7,162     4,002    10,732    11,862     7,046
                              -----------------------------------------------
   Total Commercial Lending    40,707    38,881    31,786    54,610    40,127
 Consumer Lending:
  Installment                       -         -         -         -         -
  Residential                   4,900     3,692     3,674     3,314     3,287
  Lease Financing                   -         -         -         -         -
                              -----------------------------------------------
   Total Consumer Lending       4,900     3,692     3,674     3,314     3,287
                              -----------------------------------------------
    Total Nonaccrual Loans     45,607    42,573    35,460    57,924    43,414

Renegotiated Loans              1,577         -     8,950     9,196     9,327
                              -----------------------------------------------
 Total Nonperforming Loans     47,184    42,573    44,410    67,120    52,741

Other Real Estate               2,430     2,735     2,211     3,321     5,546
                              -----------------------------------------------
 Total Nonperforming Assets   $49,614   $45,308   $46,621   $70,441   $58,287
                              ===============================================
Loans 90 Days Past Due
 Still Accruing               $12,364    $9,219   $13,443   $10,058   $17,109

Nonperforming Loans to
 Total Loans and Leases          0.79%     0.76%     0.78%     1.20%     1.00%
Nonperforming Assets to:
 Total Loans, Leases and
  Other Real Estate              0.84%     0.81%     0.82%     1.26%     1.11%
 Total Assets                    0.57%     0.56%     0.56%     0.90%     0.76%
</TABLE>

Changes within nonperforming assets for 1999 include $16.5 million in 
additions, $7.2 million in payments and loans returned to accrual and 
the $5.0 million in charge-offs.

                                17
<PAGE>
Noninterest Income

The following table details the components of noninterest income and 
their change for the first quarters of 1999 and 1998 (dollars in 
thousands):

                                           Three Months Ended
                                                 March 31,
                                           ------------------     Pctg
                                              1999      1998     Change
                                           ----------------------------
Service Charges on Deposit Accounts          $7,264    $6,412     13.3%
Other Service Charges and Fees               13,447    14,958    (10.1)
Operating Lease Income                        8,898     9,054     (1.7)
Gain on Sales of Loans and Leases            31,839    13,526    135.4
Security Gains (Losses)                          (7)    3,692   (100.2)
Other                                         3,126     2,063     51.5
                                            -----------------
 Total Noninterest Income                   $64,567   $49,705     29.9
                                            =================

Noninterest income for the first quarter of 1999 increased by $14.9 
million, or 30%, from the prior year first quarter. Explanations for 
significant changes in noninterest income by category follow:

- Service charges on deposit accounts increased $0.9 million due 
  primarily from pricing and volume increases of corporate and 
  personal demand deposit accounts. Also ATM surcharges have increased 
  due to the placement of ATMs in Wal-mart and Sam's Club stores.

- Other service charges and fees decreased $1.5 million as the first 
  quarter of 1998 included gains on the sale of stock and stock 
  warrants of commercial loan customers which had been received as 
  part of the loan fee structure. Offsetting this decrease was an 
  increase in loan servicing fees principally resulting from the 1998 
  nonconforming and warehouse lending loan sales and the auto sale-
  leaseback transactions.

                                18
<PAGE>
- Gain on sales of loans and leases increased $18.3 million during the 
  first quarter of 1999 as compared to the first quarter of 1998. The 
  following table provides detail of the gain on sales recognized 
  during the first quarters of 1999 and 1998 (in thousands):

                                                    Three Months Ended
                                                         March 31,
                                                    ------------------
                                                       1999      1998
                                                    ------------------
  Gain/(Loss) Based on Cash Received:
    Equipment Lease Securitization                    $6,914        $-
    Equipment Lease Residuals                          2,642       230
    Auto Lease Sales and Terminations                  1,925       623
    Conforming Residential Loan Sales
      Servicing Released                                 873       634
    Nonconforming Whole Loan Sales                       141       169
    Credit Card Whole Loan Sales                           -     3,238
    Other Loan Sales                                      20       781
  Gain/(Loss) Based on Retained Interest
    in Securitized Asset Received:
    Nonconforming Loan Securitizations                19,324     7,851
                                                     -----------------
                                                     $31,839   $13,526
                                                     =================

  During the first quarter of 1999, $116 million of equipment leases, 
  originated or acquired by the Information Leasing Corporation unit, 
  were securitized and sold. This sale generated a cash gain of $6.9 
  million. During the first quarter of 1998, $38 million of credit 
  cards receivables were sold servicing released resulting in a cash 
  gain of $3.2 million.

  Nonconforming residential loans, originated or acquired by the 
  Provident Consumer Financial Services business line, have been 
  securitized and sold on a quarterly basis since 1996. Major
  characteristics of these nonconforming loans include: 85% with "B" 
  credit grade or better; 65% with full documentation and 10% to 15% 
  with reduced documentation; 65% have prepayment penalties; 95% are 
  secured by first mortgages; 90% are owner occupied; and, on average, 
  have a 75% loan-to-value ratio. Total loans securitized and sold 
  were $515 million and $200 million in the first quarter of 1999 and 
  1998, respectively. Under these types of sales, gains or losses are 
  determined based on a present value calculation of future cash 
  flows, using the cash-out methodology, of the underlying loans, net 
  of interest payments to security holders, loan loss and prepayment 
  assumptions and normal servicing revenue. Interest income is 
  recognized throughout the life of the securitization at the rate 
  that the future cash flows have been discounted.

                                19
<PAGE>
  The present value of these net cash flows, referred to as retained 
  interest in securitized assets ("RISA"), are included with 
  investment securities on the consolidated balance sheets. Components 
  of the RISA and the underlying assumptions follow:

                                            Nonconforming      Prime
                                             Residential   Home Equity
                                            --------------------------
  Estimated Cash Flows of Underlying Loans,
   Net of Payments to Certificate Holders      $408,646        $25,933
  Less:
    Estimated Credit Loss                       (75,741)        (1,761)
    Servicing and Insurance Expense             (38,707)        (3,807)
    Discount to Present Value                   (53,746)        (3,027)
                                               -----------------------
  Carrying Value of Retained Interest in
    Securitized Assets                         $240,452        $17,338
                                               =======================

<TABLE>
<CAPTION>
                                     Nonconforming Residential         Prime Home Equity
                                     --------------------------------- -----------------
                                     First Quarter       Weighted           Weighted
                                         1999             Average           Average
                                      Transaction   (All Transactions) (All Transactions)
                                     ---------------------------------------------------
  <S>                                        <C>                 <C>               <C>
  Assumptions Used:
    Prepayment Speed (initial)               12.70%              11.20%            11.45%
    Prepayment Speed (levels up to)          35.00               31.00             25.65
    Estimated Credit Losses:
      Annual Basis                            1.10                1.07              0.20
      Percentage of Original Balance          2.70                3.15              0.41
    Discount Rate                            12.00               11.74              9.58
</TABLE>

  The average life, using a 35% prepayment assumption, of the 
  nonconforming mortgage portfolio underlying the first quarter 1999 
  transaction is approximately 2.4 years.

  Management makes estimates and assumptions when recording noncash 
  loan sale gains. However, management believes it is making 
  conservative assumptions as to anticipated prepayment speeds and 
  credit losses. No assurance can be given that the level of loan 
  originations and acquisitions, along with a favorable interest rate 
  market, will continue to permit the recognition of such gains on 
  sales of loans in the future. No assurance can be given that 
  Provident will be able to securitize and sell such loans at levels 
  previously experienced. Provident's ability to securitize and sell 
  such loans is mainly dependent upon outside factors over which 
  Provident has no control, such as interest levels, the condition of 
  markets for securitized loans, general market conditions and similar 
  factors.

                                20
<PAGE>
Noninterest Expense

The following table details the components of noninterest expense and 
their change for the first quarters of 1999 and 1998 (dollars in 
thousands):

                                            Three Months Ended
                                                March 31,
                                            -----------------    Pctg
                                             1999      1998     Change
                                            --------------------------
Salaries, Wages and Benefits                $34,980   $29,337     19.2%
Depreciation on Operating Lease Equipment     4,725     5,282    (10.5)
Occupancy                                     4,208     3,807     10.5
Equipment Expense                             5,302     4,231     25.3
Professional Fees                             3,635     3,973     (8.5)
Charges and Fees                              3,732     2,394     55.9
Other                                        15,715    15,607      0.7
                                            -----------------
 Total Noninterest Expense                  $72,297   $64,631     11.9
                                            =================

Noninterest expense for the first quarter of 1999 increased by $7.7 
million, or 12%, from the prior year first quarter. Explanations for 
significant changes in noninterest income by category follow:

- Salaries, wages and benefits increased $5.6 million during the first 
  quarter of 1999 as compared to the first quarter of 1998. The 
  increase was due primarily to increased staffing of the Provident 
  Consumer Financial Services business line, including the warehouse 
  lending and loan servicing units. Total full-time equivalents
  remained flat as this increase was offset by reduced staffing in
  retail banking and discontinued businesses.

- Depreciation on operating leased equipment decrease $0.6 million
  primarily as a result of the securitization and sale of operating 
  leases which had been originated by the Information Leasing
  Corporation unit.

- Equipment expense increased $1.1 million during the current period 
  due to higher depreciation expense primarily in technology areas, 
  branches and Provident Consumer Financial Services.

- Charges and fees increased $1.3 million for the first quarter of 
  1999 due principally to higher loan origination costs and credit 
  card processing.

- Significant items within other noninterest expense for the first 
  quarter of 1999 include data processing expense of $2.8 million, 
  marketing expense of $1.9 million and franchise tax expense of $1.7 
  million.

                                21
<PAGE>
Financial Condition

Short-Term Investments and Investment Securities

Federal funds sold and reverse repurchase agreements increased $14.0 
million since December 31, 1998. 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.

Trading account securities are purchased with the intention of 
recognizing short-term profits. These securities are carried at fair 
value with realized and unrealized gains and losses reported in other 
noninterest income. Trading account securities decreased $20.9 million 
since year-end 1998.

Securities purchased with the intention of being held for indefinite 
periods of time are classified as investment securities available for 
sale. These securities increased $209.8 million during 1999 as a 
result of the redeployment of available funds.

Loans and Leases

As of March 31, 1999 total loans and leases were $5.9 billion compared 
to $5.6 billion at December 31, 1998. During 1999, $515.0 million of 
nonconforming residential loans and $115.8 million of commercial lease 
financings were securitized and sold. As a result of loans and leases 
being sold with servicing retained, total managed loans and leases not 
reflected on the balance sheet grew from $3.2 million at December 31, 
1998 to $3.6 billion at March 31, 1999.

The following table shows the composition of the commercial and 
financial loan category by industry type at March 31, 1999 (dollars in 
millions):

                                                             Amount on
              Type                           Amount     %   Nonaccrual
----------------------------------------------------------------------
Manufacturing                                 $725.4    22        $8.3
Service Industries                             630.3    19         3.4
Real Estate Operators/Investment               393.8    12         1.2
Retail Trade                                   274.1     8        10.5
Wholesale Trade                                273.3     8         2.6
Finance & Insurance                            240.2     7         2.6
Transportation/Utilities                       179.5     5         0.7
Construction                                   126.5     4         0.1
Automobile Dealers                             119.8     4           -
Residential Warehouse Lending                   38.3     1         0.8
Other (1)                                      343.1    10         3.0
                                            --------------------------
   Total                                    $3,344.3   100       $33.2
                                            ==========================

                                22
<PAGE>
The composition of the commercial mortgage and construction loan 
categories by property type at March 31, 1999 is shown in the 
following table (dollars in millions):

                                                             Amount on
              Type                           Amount     %   Nonaccrual
---------------------------                  -------------------------
Office/Warehouse                              $209.1    23          $-
Shopping/Retail                                190.4    21         0.3
Residential Development                        164.9    18           -
Apartments                                     127.8    14           -
Land                                            28.0     3           -
Auto Sales and Service                          27.8     3           -
Hotels/Motels                                   18.5     2           -
Churches                                        14.4     2           -
Industrial Plants                               14.0     2           -
Health Facilities                                6.3     1           -
Other Commercial Properties                     93.8    11           -
                                              ------------------------
   Total                                      $895.0   100        $0.3
                                              ========================

Borrowed Funds

Short-term debt increased $315.4 million, or 39%, to $1.1 billion 
during the first three months of 1999. The increase was due primarily 
to the purchase of term federal funds. The federal funds purchased 
were used primarily to fund loans prior to their securitization.

Long-term debt decreased $128.9 million, or 14%, during the first 
quarter of 1999. The decrease is primarily attributable to the 
maturity of a $100 million Federal Home Loan Bank advance. 

Capital Resources and Adequacy

Total shareholders' equity at March 31, 1999 was $712.5 million 
compared to $703.9 million at December 31, 1998. The change in the 
equity balance primarily relates to net income exceeding dividends by 
$24.3 million, treasury stock purchases of $8.6 million and a decrease 
in the market value of investment securities of $8.0 million (net of 
deferred income taxes).

The quarterly common dividend rate was increased from $.20 per share 
to $.22 per share beginning with the first quarter of 1999. It is 
Provident's intention to pay annual dividends of approximately 30% of 
net income.

In August 1998, Provident announced that it would purchase up to 1 
million shares, or approximately 2.3%, of its common stock. The 
purchases are to be made from time-to-time in open market or in 
privately negotiated transactions at the discretion of management. 
Shares purchased pursuant to the buy-back program will be used to fund 
various company benefit plans and for other corporate purposes. As of 
March 31, 1999, Provident had purchased 801,800 shares.

                                23
<PAGE>
The following table of ratios is important for the analysis of capital 
adequacy:
<TABLE>
<CAPTION>
                                                  Three Months Ended    Year Ended
                                                    March 31, 1999   December 31, 1998
                                                  ------------------------------------
<S>                                                       <C>                <C>
Average Shareholders' Equity to Average Assets             8.34%              8.73%
Dividend Payout to Net Earnings                           28.16              30.72
Tier 1 Leverage Ratio                                      9.14               9.00
Tier 1 Capital to Risk-Weighted Assets                     8.59               8.55
Total Risk-Based Capital To Risk-Weighted Assets          10.81              11.15
</TABLE>

Capital expenditures planned by Provident for building improvements 
and furniture and equipment in 1999 are currently estimated to be 
approximately $21 million. Included in this amount are projected 
capital expenditures for the purchase of data processing hardware and 
software, facility renovations, branch additions/renovations and ATMs. 
Through March 31, 1999, approximately $3 million of these expenditures 
had been made.

Stock Options

Options to purchase 645,125 shares of Provident Common Stock were 
granted during the first three months of 1999. The options have 
exercise prices ranging from $34.32 to $38.25.

Off-Balance Sheet Financial Agreements

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 March 31, 
1999, these off-balance sheet instruments consisted of standby letters 
of credit of $133 million, commitments to extend credit of $2.5 
billion and interest rate swaps with a notional amount of $2.3 
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, federal funds sold and trading 
account securities. Additional sources of liquidity include the sale 
of investment securities and the sale of commercial 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 $687.5 million available for 
borrowing under a $1 billion bank notes program. Approximately $21 
million of long-term debt is due to be repaid during the remainder of 
1999.

                                24
<PAGE>
The major source of liquidity for Provident on a parent-only basis 
("the Parent") is dividends paid to it by its subsidiaries. Pursuant 
to Federal Reserve and state banking regulations, the maximum amount 
available for dividend distribution to the Parent at March 31, 1999 by 
its banking subsidiaries was approximately $210.8 million. The Parent 
has not received any dividends from its subsidiaries during the first 
three months of 1999.
 
At March 31, 1999 the Parent had not drawn any of its $200 million in 
general purpose lines of credit with unaffiliated banks. Additionally 
the Parent had approximately $204.7 million in cash, interest earning 
deposits and federal funds sold to meet its liquidity needs.

Market Risk Management

The responsibility of monitoring and managing market and liquidity 
risk is assigned to the Asset Liability Committee ("ALCO"). The main 
source 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. 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, net interest income would change by the following over the 
next 12-month period: 1.53% for a 100 basis point decrease; 2.95% for 
a 200 basis point decrease; (3.06%) for a 100 basis increase; and 
(6.27%) 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 are presented to the Board of Directors. 

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Year 2000 Compliance

The Year 2000 Issue arose because many existing computer programs use 
only two digits to identify a year in the date field. These programs 
were designed and developed without considering the impact of the 
upcoming change in the century. If not corrected, many computer 
applications could fail or create erroneous results before, during and 
after January 1, 2000. 

Provident has been actively addressing the Year 2000 issue since 1996 
as it could result in an interruption in certain normal business 
activities or operations. Such interruptions could materially affect 
Provident's results of operations, liquidity and financial condition. 
Due to the general uncertainty inherent in the Year 2000 issue, 
including third party vendors and customers, Provident is unable to 
determine at this time whether Year 2000 failures will significantly 
affect Provident's results of operations, liquidity and financial 
condition. Steps taken by Provident are expected to significantly 
reduce the level of uncertainty about the Year 2000 issues. It is 
management's estimate that it will cost a total of $10 million to 
correct all of its application systems. Since inception, Provident has 
expensed $8.2 million for the correction of this problem. The 
following summarizes its Year 2000 readiness.

Mainframe Applications: Provident has completed the Year 2000 code 
remediation and implemented the changes into production. Additionally, 
all third-party upgrades required to ensure Year 2000 compliance have 
been installed. Provident has performed future date testing at an 
application level throughout the conversion and upgrade process. In 
addition an integrated systems Millennium Verification Test was 
executed offsite in the fourth quarter of 1998. Provident has 
established a logical partition (LPAR) to allow for continued 
production verification tests that include third-party and corporate 
customer interfaces.

PC Applications: Provident has established a Year 2000 PC test lab for 
verification of PC software applications, spreadsheets and databases. 
As of March 31, 1999, 87% of the software has been tested to ensure 
Year 2000 compliance.

Environmental/Embedded Systems: Provident has solicited, and received 
from vendors, the Year 2000 compliance information on its 
environmental and other embedded systems. To assist in testing these 
systems within the various facilities owned or leased, Provident has 
secured the services of an outside provider. This project is currently 
on target to meet a June, 1999 deadline.

Third Party Interdependencies: Provident has solicited, and continues 
to monitor, the readiness of all third party interdependencies. 
Testing has been completed with all of our interdependencies including 
our main interface, the Federal Reserve Bank, to verify our ACH, wire 
and daily cash settlement activity.

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Vendors/Customers: Letters and questionnaires have been sent out to 
significant vendors and borrowers of Provident. Both vendor and 
customer responses will be actively monitored and updated throughout 
1999.

Contingency Plans:  Year 2000 business resumption contingency plans 
have been developed and documented. These plans are designed to focus 
on Provident's processes for achieving Year 2000 readiness with the 
assumption that all business processes, functions and applications 
will fail during the Year 2000 date change. These plans define 
processes and comprehensive procedures covering company-wide 
contingency strategies, financial business center sales and services, 
and individual business units necessary to assuring continuity or 
resumption of business operations in the event of Year 2000 
disruptions. Master listings of external dependencies and interfaces 
including corporate customers, vendors, service providers, 
infrastructure and information sources are provided for within these 
plans.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Item 2 "Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Market Risk Management".


PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits filed:

	  Exhibit 27.1 - Financial Data Schedule for March 31, 1999

        Exhibit 27.2 - Restated Financial Data Schedule for
                       March 31, 1998

(b)  Reports on Form 8-K:

     A Form 8-K was filed January 28, 1999 reporting under Item 5 - 
     Other Events.

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

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                            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:  May 17, 1999                        \s\ Christopher J. Carey
                                              Christopher J. Carey 
                                          Executive Vice President and
                                             Chief Financial Officer

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