<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
September 30, 1998                                        No. 1-8019


     P R O V I D E N T   F I N A N C I A L   G R O U P ,   I N C .
                                   
                                   
                                   
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  October  30,  1998   is
42,889,761.


                 Please address all correspondence to:
                                   
                          John R. Farrenkopf
              Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                        One East Fourth Street
                        Cincinnati, Ohio  45202
                                   
                                - 1 -
<PAGE>
                PART I.  FINANCIAL INFORMATION
<TABLE>
ITEM 1.  FINANCIAL STATEMENTS

       PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                    (Dollars in Thousands)
<CAPTION>
                                                              September 30, December 31,
                                                                  1998          1997
                                                               (Unaudited)
<S>                                                             <C>           <C> 
                            ASSETS
Cash and Noninterest Bearing Deposits                             $202,240      $274,521
Federal Funds Sold and Reverse Repurchase Agreements                36,000         1,720
Trading Account Securities                                          98,761             -
Investment Securities Available for Sale
  (amortized cost - $1,600,102 and $1,371,303)                   1,608,520     1,371,507
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                                     3,380,275     2,733,556
    Mortgage                                                       446,994       469,505
    Construction                                                   395,704       305,150
    Lease Financing                                                179,399       340,302
  Consumer Lending:
    Instalment                                                     734,060       624,340
    Residential - Held for Sale                                     93,934       136,183
    Lease Financing                                                449,156       442,806
      Total Loans and Leases                                     5,679,522     5,051,842
  Reserve for Loan and Lease Losses                                (76,445)      (71,980)
      Net Loans and Leases                                       5,603,077     4,979,862
Premises and Equipment                                             225,766       183,854
Other Assets                                                       506,453       312,195
                                                                $8,280,817    $7,123,659

             LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                           $540,054      $605,166
    Interest Bearing                                             4,562,346     4,091,132
      Total Deposits                                             5,102,400     4,696,298
  Short-Term Debt                                                1,172,458       806,125
  Long-Term Debt                                                   890,365       688,157
  Guaranteed Preferred Beneficial Interests in
    Company's Junior Subordinated Debentures                        98,863        98,817
  Accrued Interest and Other Liabilities                           291,603       197,001
      Total Liabilities                                          7,555,689     6,486,398
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, 43,324,423 and 42,325,882 Issued                    12,773        12,482
  Capital Surplus                                                  221,251       196,617
  Retained Earnings                                                489,482       417,360
  Reserve for Retirement of Capital Securities                           -         3,667
  Treasury Stock, 253,000 Shares                                   (10,850)            -
  Unrealized Gain on Marketable Securities
    (net of deferred income taxes)                                   5,472           135
      Total Shareholders' Equity                                   725,128       637,261
                                                                $8,280,817    $7,123,659
</TABLE>                                   
                                - 2 -
<PAGE>
<TABLE>
                        PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF EARNINGS
                                          (Unaudited)
                            (In Thousands, Except Per Share Amounts)
<CAPTION>
                                                   Three Months Ended    Nine Months Ended
                                                      September 30,         September 30,
                                                     1998       1997       1998       1997
<S>                                                <C>        <C>        <C>        <C>  
Interest Income:
  Interest and Fees on Loans and Leases            $138,310   $124,683   $388,798   $366,223
  Interest on Investment Securities:
    Taxable                                          23,348     21,677     72,371     58,892
    Exempt From Federal Income Taxes                     37         86        180        213
                                                     23,385     21,763     72,551     59,105
  Other Interest Income                               3,257         66      5,088        706
      Total Interest Income                         164,952    146,512    466,437    426,034
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                      13,375      7,609     36,602     17,859
    Time Deposits                                    42,538     49,663    129,237    147,342
      Total Interest on Deposits                     55,913     57,272    165,839    165,201
  Interest on Short-Term Debt                        22,355     11,234     53,547     26,969
  Interest on Long-Term Debt                         10,841     10,359     32,374     32,806
  Interest on Junior Subordinated Debentures          2,166      2,166      6,497      6,497
      Total Interest Expense                         91,275     81,031    258,257    231,473
        Net Interest Income                          73,677     65,481    208,180    194,561
Provision for Loan and Lease Losses                   9,500      9,500     19,500     35,500
  Net Interest Income After Provision
    for Loan and Lease Losses                        64,177     55,981    188,680    159,061
Noninterest Income:
  Service Charges on Deposit Accounts                 6,878      6,331     20,079     18,238
  Other Service Charges and Fees                      9,346      6,281     38,147     25,887
  Operating Lease Income                              9,487      6,616     27,946     18,615
  Gain on Sales of Loans and Leases                  25,807     25,635     60,356     59,343
  Security Gains                                      4,061      1,196      9,777      4,449
  Other                                               1,149      2,158      6,959      9,023
    Total Noninterest Income                         56,728     48,217    163,264    135,555
Noninterest Expense:
  Compensation:
    Salaries                                         26,840     20,827     76,963     59,284
    Benefits                                          3,228      3,160     11,537      9,634
    Profit Sharing                                    1,425      1,709      3,899      4,876
  Depreciation on Operating Lease Equipment           5,503      4,601     16,027     12,762
  Occupancy                                           4,628      3,516     12,539      8,862
  Equipment Expense                                   5,755      3,989     14,769     10,874
  Professional Fees                                   4,958      3,660     13,272     10,389
  Charges and Fees                                    4,008      4,023     10,009     10,458
  Marketing                                           2,122      1,694      7,446      5,577
  Other                                              12,488     11,619     40,029     30,965
    Total Noninterest Expense                        70,955     58,798    206,490    163,681

Earnings Before Income Taxes                         49,950     45,400    145,454    130,935
Applicable Income Taxes                              17,450     15,898     50,554     45,926
  Net Earnings                                      $32,500    $29,502    $94,900    $85,009

Net Earnings Per Common Share:
  Basic                                                $.75       $.71      $2.20      $2.07
  Diluted                                               .72        .67       2.11       1.95
Average Basic Shares                                 43,095     41,152     42,912     40,855
Average Diluted Shares                               45,033     43,967     45,009     43,519
</TABLE>
                                - 3 -
<PAGE>
<TABLE>
                                          PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                            (Unaudited)
                                                          (In Thousands)
<CAPTION>


                                                                         Reserve for               Unrealized
                                                                          Retirement             Gains (Losses)
                              Preferred   Common    Capital    Retained   of Capital   Treasury   on Marketable   Comprehensive
                                Stock      Stock    Surplus    Earnings   Securities    Stock      Securities       Income(1)
<S>                              <C>      <C>       <C>        <C>            <C>      <C>               <C>           <C>
Balance at January 1, 1997       $7,000   $11,973   $160,586   $326,599       $6,667         $-          $3,980

  Net Earnings                                                   85,009                                                 $85,009
  Dividends Paid on:
    Preferred Stock                                                (514)
    Common Stock                                                (21,196)
  Allocation for Retirement
    of Capital Securities                                          (833)         833
  Retirement of Capital
    Securities                                                    4,000       (4,000)
  Exercise of Stock Options                   108      7,508
  Acquisitions                                262     15,771      2,701                                     143
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                                    87              87
  Other                                                   81          6                                                      87

Balance at September 30, 1997    $7,000   $12,343   $183,946   $395,772       $3,500         $-          $4,210         $85,183



Balance at January 1, 1998       $7,000   $12,482   $196,617   $417,360       $3,667         $-            $135

  Net Earnings                                                   94,900                                                 $94,900
  Dividends Paid on:
    Preferred Stock                                                (593)
    Common Stock                                                (25,852)
  Allocation for Retirement
    of Capital Securities                                          (333)         333
  Retirement of Capital
    Securities                                                    4,000       (4,000)
  Exercise of Stock Options                   291     24,348
  Purchase of Treasury Stock                                                            (10,850)
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                                 5,337           5,337
  Realization of Deferred
    Tax Benefit                                          286                                                                286

Balance at September 30, 1998    $7,000   $12,773   $221,251   $489,482           $-   ($10,850)         $5,472        $100,523

<FN>
(1)  Comprehensive income for the three months ended September 30, 1998 and 1977 was $39,949,000 and $32,034,000, respectively.
</TABLE>
                                - 4 -
<PAGE>
<TABLE>

                        PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Unaudited)
                                         (In Thousands)
<CAPTION>
                                                                   Nine Months Ended September 30,
                                                                      1998               1997
<S>                                                                <C>               <C>
Operating Activities:
  Net Earnings                                                        $94,900           $85,009
  Adjustments to Reconcile Net Earnings to
    Net Cash Provided by Operating Activities:
      Provision for Loan and Lease Losses                              19,500            35,500
      Amortization of Goodwill                                          1,279             1,231
      Amortization of Unearned Income and Other                       (54,984)          (55,961)
      Depreciation of Premises and Equipment                           28,177            21,272
      Realized Investment Security Gains                               (9,777)           (4,449)
      Proceeds from Sale of Loans Held for Sale                       908,362           943,143
      Origination of Loans Held for Sale                             (901,598)         (672,980)
      Realized Gains on Residential Loans Held for Sale               (31,876)          (45,591)
      Realized Gains on Sale of Other Loans and Leases                (28,480)          (13,752)
      Increase in Trading Account Securities                          (98,761)                -
      Increase in Interest Receivable                                  (5,664)             (342)
      Increase in Other Assets                                       (189,873)          (28,947)
      Increase in Interest Payable                                      9,228            10,264
      Increase in Other Liabilities                                    87,072            16,687
        Net Cash Provided By (Used In) Operating Activities          (172,495)          291,084

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                             3,056,006         1,209,958
    Proceeds from Maturities and Prepayments                          566,411           105,760
    Purchases                                                      (3,773,460)       (1,529,466)
  Proceeds from Sale-Leaseback Transactions                           170,600           230,000
  Net Increase in Loans and Leases                                   (772,506)         (139,749)
  Net Increase in Operating Lease Equipment                           (47,689)          (33,856)
  Net Increase in Premises and Equipment                              (22,400)          (14,993)
  Net Cash and Cash Equivalents Received in Acquisitions                    -            13,690
    Net Cash Used In Investing Activities                            (823,038)         (158,656)

Financing Activities:
  Net Increase in Deposits                                            406,102           209,552
  Net Increase (Decrease) in Short-Term Debt                          366,333           (64,069)
  Principal Payments on Long-Term Debt                                (43,244)         (204,859)
  Proceeds From Issuance of Long-Term Debt                            240,711             1,764
  Cash Dividends Paid                                                 (26,445)          (21,710)
  Purchase of Treasury Stock                                          (10,850)                -
  Proceeds from Sale of Common Stock                                   24,639             7,616
  Net Increase in Other Equity Items                                      286                87
    Net Cash Provided By (Used In) Financing Activities               957,532           (71,619)
      Increase (Decrease) in Cash and Cash Equivalents                (38,001)           60,809
  Cash and Cash Equivalents at Beginning of Period                    276,241           278,747
    Cash and Cash Equivalents at End of Period                       $238,240          $339,556

Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                         $249,030          $221,210
    Income Taxes                                                       22,000            25,000
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to
      Other Real Estate                                                 1,596            12,543
    Interest-Only Securities Created from the
      Sale of Residential Loans                                        67,361            70,969
    Common Stock Issued To Acquire Business                                 -             7,152
</TABLE>
                                - 5 -
<PAGE>                                   
           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   

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

The   financial  statements  presented  herein  should  be   read   in
conjunction  with the financial statements and notes thereto  included
in  Provident Financial Group, Inc.'s 1997 annual report on Form  10-K
filed with the Securities and Exchange Commission.

Basis of Presentation

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

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

Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
Comprehensive  Income"  establishes standards  for  the  reporting  of
comprehensive income and its components. Comprehensive income includes
net  income  and  certain items that are reported  directly  within  a
separate component of stockholders' equity and bypass net income.  The
provisions  of this SFAS became effective with 1998 interim  reporting
and  is  disclosed within the Consolidated Statements  of  Changes  in
Shareholders' Equity. Implementation of this statement had  no  impact
on  net  earnings  or shareholders' equity. Prior  periods  have  been
restated to conform to the current presentation.

Guaranteed   Preferred  Beneficial  Interests  in   Company's   Junior
Subordinated Debentures

In  1996,  Provident Financial 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 Financial. Proceeds
from the issuance of the capital securities were invested in Provident
Financial's 8.60% Junior Subordinated Debentures, due 2026.  Provident
Financial  fully  guarantees the Capital Securities. The  sole  assets
(excluding interest receivable on the Debentures, prepaid expenses and
receivables) of Capital Trust are the Debentures.

                                - 6 -
<PAGE>
Restricted Assets

During  1997  and  1998,  Provident Financial  formed  Provident  Auto
Leasing Company, Provident Auto Rental Corporation 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
Rental's  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 Rental  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 $329.4 million, are not  available  to  secure
financing  or  otherwise  satisfy claims  of  creditors  of  Provident
Financial or any of its other subsidiaries.

In  order to optimize after tax yields, leased vehicles have been sold
in  sale-leaseback transactions where the vehicle, lease contract  and
residual  insurance are transferred to Auto Rental, and  subsequently,
to  a  securitization  trust. No gain or loss is recognized  on  these
transactions at the time of sale.

Stock Options

Options to purchase 823,125 shares of Provident Financial Common Stock
were  granted  during the first nine months of 1998. The options  have
exercise prices ranging from $42.44 to $54.47.

Off-Balance Sheet Financial Agreements

In  the  normal course of business, Provident Financial  uses  various
financial  instruments  with off-balance  sheet  risk  to  manage  its
interest  rate risk and to meet the financing needs of its  customers.
At  September 30, 1998, these off-balance sheet instruments  consisted
of  standby letters of credit of $132.4 million, commitments to extend
credit  of $2.3 billion and interest rate swaps with a notional amount
of $1.8 billion.

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

Forward Looking Statements

Provident  Financial 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
Financial  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  Financial,  changes in anticipated credit  quality  trends,
changes in accounting, tax or regulatory practices or requirements and
other  factors  noted in conjunction with forward looking  statements.
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

Provident Financial's net earnings for the third quarter of 1998  were
$32.5 million compared to $29.5 million for the third quarter of 1997.
Net  interest  income  increased by $8.2 million,  or  13%,  over  the
comparable period in 1997. The provision for loan and lease losses was
$9.5  million  for  both  periods. Noninterest income  increased  $8.5
million,  or 18%, primarily due to increases in other service  charges
and  fees,  operating  lease  income and security  gains.  Noninterest
expense increased $12.2 million, or 21%, primarily as a result of  the
continued  expansion  of  Provident Consumer Financial  Services,  and
expense related to operating leases and data processing.

For  the first nine months of 1998, Provident Financial's net earnings
were $94.9 million, an increase of $9.9 million, or 12%, over the 1997
period. Net interest income increased by $13.6 million, or 7%,  during
the  first three quarters of 1998 compared to the same period of 1997.
The  provision for loan and lease losses decreased $16.0 million  from
the  1997 period. Noninterest income increased $27.7 million, or  20%,
while noninterest expense increased $42.8 million, or 26%. The reasons
for  the  increases in noninterest income and expense are the same  as
those noted in the quarterly comparisons above.

                                - 8 -
<PAGE>
The  following ratios compare Provident Financial's annualized returns
on average assets and average equity for the first nine months of 1998
to the year 1997:
<TABLE>
<CAPTION>
                                                    Nine Months Ended       Year Ended
                                                  September 30, 1998(1)  December 31, 1997
<S>                                                      <C>                  <C>
  Net Earnings to Average Assets                          1.63%                1.67%
  Net Earnings to Average Shareholders' Equity           18.39%               20.32%
<FN>
  (1) Net earnings for the nine months ended September 30, 1998 have been annualized.
</TABLE>
The   ratio   of   noninterest  expense  to  tax  equivalent   revenue
("efficiency  ratio")  was 57.1% for the first  nine  months  of  1998
compared  to 50.2% for the first nine months of 1997. For purposes  of
calculating  the  efficiency  ratio, tax equivalent  revenue  excludes
security gains or losses.

The  efficiency  ratio has deteriorated during 1997  and  1998.  As  a
result, management is taking initiatives to reduce operating expenses.
Free  Market Partners, a database marketing division of The  Provident
Bank,  is  being  downsized  and integrated  into  the  Bank's  retail
division. The MeritValu program is being phased out as the outlook for
profit  is  not  satisfactory.  The conforming  mortgage  division  is
changing  its  focus  from national markets to  Provident  Financial's
regional  markets  only.  Nine supermarket branches  which  overlapped
traditional branches were closed. In addition, a consulting  firm  has
been  employed  to  explore other ways to reduce costs,  increase  fee
income,  otherwise  enhance earnings through such  means  as  improved
float   management,  liquidity,  compensating  balances  and   working
capital, and to redeploy resources to enhance revenues. As a result of
these  and  other  efforts,  third  quarter  operating  expenses  were
essentially unchanged from those of the second quarter.

Nonperforming  assets as of September 30, 1998 were $46.6  million,  a
decrease of $12.6 million compared to December 31, 1997. The ratio  of
nonperforming  assets  to total loans, leases and  other  real  estate
owned  was 0.82% at September 30, 1998, compared to 1.17% at  December
31, 1997.

Lines of Business

For management reporting purposes, Provident Financial has eight major
lines of business based on its management structure. Financial results
are  determined  based on an assignment of balance  sheet  and  income
statement items to each business line. Activity-based costing is  used
to allocate expenses for centrally provided services. Matched maturity
transfer pricing is used to allocate interest income and expense among
the business lines.

                                - 9 -
<PAGE>
The  following  table presents a summary of net earnings  and  managed
earning assets by business line for the first nine months of 1998:
<TABLE>
<CAPTION>
                          Net    Provision   Non-      Non-              Managed
                        Interest for Loan  Interest  Interest    Net     Earning
                         Income   Losses    Income    Expense  Earnings   Assets
                                               (In Millions)
<S>                      <C>        <C>      <C>       <C>       <C>     <C>
  Commercial:
    Capital Corp          $23.9       $.6     $15.0      $4.7    $23.9     $696.2
    Commercial Banking     55.4       6.4       4.7      30.1     18.5    2,040.9
    Commercial Mortgage    19.9       (.5)       .2       2.8     13.0      908.9
    Information Leasing     9.3       2.6      23.2      13.6     10.9      266.1
    Equipment Leasing       3.5       1.8      20.0      12.9      6.5      497.1
  Retail:
    Consumer Financial
      Services              4.0        .1      35.9      30.5      7.3    1,692.1
    Consumer Lending       30.0      12.9      15.2      28.1      5.6    1,827.7
    Consumer Banking       44.7        .6      33.8      71.6      5.2      308.0
  Other                    17.5      (5.0)     15.3      12.2      4.0    1,595.6
                         $208.2     $19.5    $163.3    $206.5    $94.9   $9,832.6
</TABLE>
A description of the lines of business follows:

Commercial:

   Capital  Corp  is a national provider of capital to support  middle
   market   leveraged  financing  transactions.  Types  of   financing
   provided include senior debt, to support leveraged financings  such
   as management buyouts, recapitalizations, acquisitions and business
   expansions, asset-based financing and mezzanine financing.
   
   Commercial  Banking is comprised of five business units: Commercial
   Banking,  Business  Banking, Warehouse Lending, Corporate  Services
   and International Services. Commercial Banking provides traditional
   commercial lending products and services including working capital,
   term   and   asset-based  financing.  Business   Banking   provides
   specialized credit products and financial services directed to  the
   needs  of  small  business  and  their  owners.  Warehouse  Lending
   provides  short-term financing to mortgage originators and brokers.
   Corporate  Services  provides  cash management  and  group  banking
   products  and  services to a broad range of businesses  nationwide.
   International  Services provides letters of  credit,  purchase  and
   sale  of  foreign  exchange as well as documentary examination  and
   negotiation in foreign trade matters.
   
   Commercial  Mortgage provides a variety of loans  and  services  to
   support the commercial real estate market primarily in Ohio and the
   vicinity.  Products  and  services include:  land  acquisition  and
   development   loans;   construction  loans  for   residential   and
   commercial  developments;  and  long-term  loans  for  multi-family
   projects,  retail  shopping centers, office buildings,  warehouses,
   light industrial buildings and distribution facilities.

                               - 10 -
<PAGE>   
   Information  Leasing  is  a full service,  small  ticket  equipment
   leasing    company   that   focuses   on   establishing   strategic
   relationships  with  high  volume, quality  equipment  vendors  and
   customers.  Information  Leasing  generates  its  business  through
   contractual  vendor  programs, master  lease  agreements,  informal
   vendor  relationships, acquiring transactions  from  other  leasing
   concerns, and from additional equipment acquisitions from  existing
   customers.
   
   Equipment  Leasing provides lease and loan financing to  commercial
   and   industrial  customers  nationwide  for  the  acquisition   of
   equipment.   Transactions  include  term  loans,  finance   leases,
   operating  leases  and other specialized credit  facilities.  Asset
   types  include  corporate  and commercial  aircraft,  construction,
   distribution,  manufacturing  and  mining  equipment,  as  well  as
   transportation  equipment  such as  trucks,  tractors  and  freight
   containers.

Retail:

   Consumer Financial Services originates conforming and nonconforming
   residential  loans.  Characteristics  of  the  nonconforming  loans
   include:  90%  are  "B"  credit  grade  or  better,  65%  are  full
   documentation   and  10%  are  reduced  documentation,   65%   have
   prepayment  penalties, 90% to 95% are secured by  first  mortgages,
   90%  are owner occupied and, on average, have a 75% to 80% loan-to-
   value  ratio. Consumer Financial Services has an in-house  mortgage
   servicing  department  and  a network platform  which  permits  the
   processing  of  nonconforming mortgage transactions on  a  national
   basis. Consumer Financial Services is licensed to operate in all 50
   states.  Generally, loans originated by Consumer Financial Services
   are sold through securitization or whole loan sales.
   
   Consumer  Lending provides auto loans and leases, home  equity  and
   credit card lending and other lending services to consumers.  These
   services  are  provided through third party financing arrangements,
   direct  origination  programs and retail branch  offices.  Consumer
   Lending  distributes  credit products  to  customers  in  Provident
   Financial's  core  banking  markets  and  through  regional  direct
   marketing programs.
   
   Consumer  Banking  sells and services consumer and  small  business
   deposits,  loans,  trust  and brokerage  services,  and  investment
   products.  The physical distribution includes a network  of  fifty-
   seven   traditional  branches,  thirteen  in-store   branches   and
   approximately  360 ATM's (after the installation of ATM's  in  Wal-
   mart  and  Sam's Club stores scheduled to occur during  the  fourth
   quarter)  in Ohio and Kentucky markets. Recent initiatives  include
   deposit  product improvements, the introduction of  a  new  indexed
   savings  account, development and implementation of a comprehensive
   distribution  plan  and  the introduction of  a  new  logo,  branch
   signage  and  merchandising. The new "Personal Banker" and  "Simple
   Truth About Banking" concepts were introduced to the market in 1997
   and will provide the foundation for future marketing strategies.

                               - 11 -
<PAGE>
Other  includes  the results of Treasury Services  and  other  smaller
lines of business, along with the management of interest rate risk and
the  net effect of transfer pricing. Also included are any unallocated
managed  earning  assets and income and expense of administrative  and
support functions that were not allocated to any of the other lines of
business.

Net Interest Income

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

Net  interest income on a tax equivalent basis increased approximately
$13.6  million  for the first nine months of 1998 over the  comparable
period  in 1997. This increase resulted from a $17.3 million  increase
due  to  changes  in  volume  more than offsetting  the  $3.7  million
decrease  which  was  caused by changes in rates. Volume  changes  are
caused  by changes in the average balances of interest earning  assets
and  interest bearing liabilities. The net interest margin  was  3.89%
for  the  first  nine  months of 1998 as compared  to  4.00%  for  the
comparable  period  in  1997. Interest rate swaps  increased  the  net
interest  margin  by 12 basis points and 19 basis  points  during  the
first nine months of 1998 and 1997, respectively.

In  the  net  interest  margin tables, nonaccrual  loan  balances  are
included  in the average balances for loans and leases. Fees  included
in  interest  and  fees  on loans and leases are  as  follows:   third
quarter 1998 - $6.7 million, third quarter 1997 - $3.1 million,  year-
to-date 1998 - $15.1 million, and year-to-date 1997 - $11.3 million.

Provision for Loan and Lease Losses

The  provision for loan and lease losses was $9.5 million for both the
third  quarter  of 1998 and 1997, and $19.5 million and $35.5  million
during  the  first  nine  months of 1998 and 1997,  respectively.  The
decrease in the provision was primarily the result of lower net charge-
offs incurred during the first nine months of 1998 as compared to  the
first nine months of 1997.

                               - 12 -
<PAGE>
Noninterest Income

Third Quarter 1998 Compared to Third Quarter 1997

Noninterest income increased $8.5 million during the third quarter  of
1998  compared to the same quarter in 1997. Service charges on deposit
accounts increased primarily as a result of increased fees received on
corporate demand deposit accounts and ATM usage. The increase in other
service  charges and fees included a distribution from a  partnership,
in  addition  to  increased revenue from mortgage loan  servicing  and
brokerage  operations. The growth in operating  lease  income  is  the
result  of the expansion of Equipment Leasing and Information  Leasing
lines  of  business, and the excess rental income received  over  that
paid  on leased vehicles. Detail of gain on sales of loans and  leases
is  provided  below. Security gains were recognized primarily  on  the
sale  of  mortgage-backed  securities.  Other  income  decreased   due
primarily to the receipt of additional consideration in 1997  relating
to  a  restructured  loan,  and losses on trading  account  securities
during 1998.

Nine  Months  Ended September 30, 1998 Compared to Nine  Months  Ended
September 30, 1997

Noninterest  income  increased $27.7 million  during  the  first  nine
months of 1998 compared to the same period in 1997. Service charges on
deposit  accounts, operating lease income, security  gains  and  other
changed for the same reasons given in the quarterly comparison.  Other
service charges and fees increased due to the recognition of gains and
fees  related  to  commercial lending, as  well  as  for  the  reasons
provided in the quarterly comparison.

                               - 13 -
<PAGE>
Loan and Lease Sales

Provident  Financial securitizes and/or sells a portion of  its  loans
and  leases, while generally retaining the servicing of the loans  and
leases.  The proceeds from these loan and lease sales permit Provident
Financial to originate a higher volume of loans and leases than  would
normally  be  possible  for a bank its size.  The  following  provides
detail of the gain on sales recognized during 1998 and 1997.
<TABLE>
<CAPTION>
                                          Three Months Ended  Nine Months Ended
                                             September 30,       September 30,
                                             1998      1997      1998      1997
                                                       (In Thousands)
<S>                                        <C>       <C>       <C>       <C>
  Gain/(Loss) Based on Cash Received:
    Equipment Lease Securitization         $13,429        $-   $13,429        $-
    Equipment Lease Residuals                  808       257     6,016       667
    Auto Lease Sales and Terminations        1,790       950     5,478     2,802
    Conforming Residential Loan Sales
      Servicing Released                     1,153       292     4,443     5,724
    Credit Card Whole Loan Sales                 -         -     3,485         -
    Other Consumer Loan Sales                  (58)      230        72       250
    Nonconforming Whole Loan Sales              46        83       290       384
  Gain/(Loss) Based on Interest-Only
    Security Received:
    Nonconforming Loan Securitizations       8,639    13,790    27,143    39,483
    Open End Home Equity Securitization          -     6,706         -     6,706
    Closed End Home Equity Securitization        -     3,327         -     3,327
                                           $25,807   $25,635   $60,356   $59,343
</TABLE>
Equipment leases were securitized and sold during the third quarter of
1998.  The  gain recognized was based on cash received, reduced  by  a
$4.1  million  provision  for  losses and  $1.7  million  of  expenses
incurred from the transaction.

Provident Financial sells its residential loans originated by Consumer
Financial   Services.   The  following  is  a  summary   of   selected
nonconforming operational data for Consumer Financial Services for the
past five quarters:
<TABLE>
<CAPTION>
                                                Quarter Ended
                             Sept. 1998 June 1998  Mar. 1998  Dec. 1997  Sept. 1997
                                                (In Millions)
<S>                             <C>        <C>        <C>        <C>        <C>
  Loan Originations             $286.4     $226.2     $193.4     $266.2     $230.3
  Loan Sales                     277.5      239.2      207.8      255.2      233.2
  Gain on Sale of Loans            8.7       10.8        8.0       10.2       13.8
</TABLE>
                                - 14 -
<PAGE>
Included  in "Investment Securities Available for Sale" are  interest-
only  securities representing the present value of net cash flows  due
Provident Financial from loan securitizations and sales. Components of
the  interest-only  securities and the underlying  assumptions  follow
(dollars in thousands):
<TABLE>
<CAPTION>
                                                       Closed-End   Closed-End   Open-End
                                                     Nonconforming  Conforming  Conforming
<S>                                                       <C>           <C>         <C>
  Estimated Cash Flows of Underlying Loans,
   Net of Payments to Certificate Holders                 $242,799      $4,685      $8,390
  Less:
    Off-Balance Sheet Allowance for Loan Losses            (37,989)       (595)       (504)
    Servicing Costs and Insurance Premiums                 (28,956)       (813)     (1,333)
    Discount to Present Value                              (38,587)       (418)       (933)
  Carrying Value of Residual Interest Securities          $137,267      $2,859      $5,620

  Assumptions Used (Weighted Average)
    Prepayment Speed (initial)                                9.50%      15.00%       n/a
    Prepayment Speed (levels to)                             28.40       15.00        n/a
    Repayment Rate (overall)                                  n/a         n/a        40.00%
    Provision for Loan Losses (annual basis)                  1.06        0.30        0.15
    Provision for Loan Losses (% of original balance)         3.36        0.79        0.30
    Discount Rate                                            11.62        9.36        9.23
</TABLE>
For  securitizations prior to 1998, an allowance  for  loan  loss  was
funded from future cash flows of the underlying loans, net of interest
payments to the security holders. Beginning in 1998, an allowance  for
loan  losses is funded at the time of each securitization.  The  funds
are  placed in a deposit account at Provident Bank for the benefit  of
the  Trust.  As  of  September 30, 1998, the  allowance  on  the  1998
securitizations was $16.0 million.

Noninterest Expense

Third Quarter 1998 Compared to Third Quarter 1997

Noninterest  expense increased $12.2 million during the third  quarter
of   1998  when  compared  to  1997.  Compensation  expense  increased
primarily as a result of the expansion of Consumer Financial  Services
and  the  acquisition  of  the Florida banks.  The  larger  volume  of
operating  leases  originated  by Equipment  Leasing  and  Information
Leasing  has resulted in the higher depreciation expense of  operating
lease equipment. Occupancy expense increased primarily in the Consumer
Financial Services area. Equipment expense increased primarily due  to
the  purchase  of data processing and voice communications  equipment.
Professional  fees have increased primarily in the  area  of  consumer
lending.  Marketing  costs  increased primarily  due  to  solicitation
efforts  for  retail  products services. Higher  data  processing  and
communications  expense were the primary reasons for the  increase  in
other expense.

                                - 15 -
<PAGE>
Nine  Months  Ended September 30, 1998 Compared to Nine  Months  Ended
September 30, 1997

Noninterest  expense  increased $42.8 million during  the  first  nine
months  of  1998  compared to the same period in  1997.  Compensation,
depreciation on operating leases, equipment expense, professional fees
and  other  expense increased for the same reasons  as  given  in  the
quarterly  comparison. Occupancy expense increased  primarily  in  the
areas  of  Consumer  Financial Services  and  Retail.  Advertising  of
Retail, as well as Consumer Financial Services, resulted in the higher
marketing costs.

Financial Condition

Short-Term Investments and Investment Securities

Federal  funds sold and reverse repurchase agreements increased  $34.3
million  since  December 31, 1997. 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.

Beginning  in  1998,  Provident Financial began purchasing  securities
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. As of September 30,  1998
Provident Financial held $98.8 million in trading account securities.

Securities  purchased with the intention of being held for  indefinite
periods of time are classified as investment securities available  for
sale. This category of securities increased $237.0 million during 1998
as more funds were invested in this manner.

Loans and Leases

Total loans and leases increased $627.7 million during 1998 reflecting
commercial  loan  growth  of $646.7 million. Commercial  and  consumer
lease  financing, along with residential loans decreased  due to  loan
and   lease   sales  or  sale-leaseback  arrangements.   Nonconforming
residential  loans  and  commercial  leases  securitized  during  1998
totaled  $710.0 million and $211.3 million, respectively. Auto  leases
were  removed from the balance sheet via a sale-leaseback  transaction
totaling $170.6 million.

                                - 16 -
<PAGE>
The  following  table  shows the composition  of  the  commercial  and
financial  loan  category  by  industry type  at  September  30,  1998
(dollars in millions):
                                                             Amount on
                    Type             Amount         %       Nonaccrual
  Manufacturing                      $673.6        20            $8.3
  Service Industries                  564.6        17             2.5
  Real Estate Operators/Investment    353.6        10             1.2
  Residential Warehouse Lending       332.8        10               -
  Wholesale Trade                     288.3         8             2.0
  Retail Trade                        270.5         8             2.6
  Finance & Insurance                 190.6         6              .8
  Transportation/Utilities            177.8         5              .9
  Construction                        127.7         4              .1
  Automobile Dealers                   85.0         3               -
  Other(1)                            315.8         9             2.3
     Total                         $3,380.3       100           $20.7

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

The  composition  of  the commercial mortgage  and  construction  loan
categories  by  property type at September 30, 1998 is  shown  in  the
following table (dollars in millions):

                                                             Amount on
                    Type             Amount         %       Nonaccrual
  Shopping/Retail                    $188.4        22             $.3
  Residential Development             171.6        20               -
  Office/Warehouse                    169.4        20               -
  Apartments                          116.6        14               -
  Land                                 34.5         4               -
  Auto Sales and Service               27.0         3               -
  Industrial Plants                    14.7         2               -
  Hotels/Motels                        14.7         2               -
  Churches                             12.5         1               -
  Health Facilities                     4.0         1               -
  Mobile Home Parks                      .8         -               -
  Other Commercial Properties          88.5        11               -
     Total                           $842.7       100             $.3

Provident  Financial maintains a reserve for loan and lease losses  to
absorb  potential losses in its portfolio. Management's  determination
of  the adequacy of the reserve is based on reviews of specific  loans
and  leases,  credit loss experience, general economic conditions  and
other  pertinent factors. The reserve is maintained at a  level  which
management  considers to be adequate to absorb future loan  and  lease
losses.   Reserve   adjustments  needed  for   charge-offs   or   risk
characteristics in the lending portfolio are made through  changes  to
the  provision  for  loan and lease losses. Loans  and  leases  deemed
uncollectible  are  charged  off and deducted  from  the  reserve  and
recoveries on loans and leases previously charged off are added to the
reserve.

                                - 17 -
<PAGE>
The  following table shows the progression of the reserve for loan and
lease losses (in thousands):

                                              1998              1997
  Balance at January 1                       $71,980           $66,693
  Provision for Loan and Lease Losses         19,500            35,500
  Acquired Reserves                                -             1,816
  Loans and Leases Charged Off               (23,133)          (36,544)
  Recoveries                                   8,098             7,777
  Balance at September 30                    $76,445           $75,242

Net charge-offs totaled $15.0 million during the first nine months  of
1998  compared  to  $28.8 million for the same time  period  in  1997.
During  the  first  three quarters of 1998, net  charge-offs  for  the
commercial  lending portfolio were $7.0 million, consisting  primarily
of  commercial  loans  and equipment leases. Net charge-offs  for  the
consumer lending portfolio were $8.0 million consisting principally of
auto  loans  and  leases and credit card lending. As a  percentage  of
total loans and leases outstanding, the reserve was 1.35% at September
30, 1998 compared to 1.42% at December 31, 1997.

Table  3  shows  a comparison of the major components of nonperforming
assets  over  the past five quarters along with various asset  quality
ratios. Nonperforming assets decreased $12.6 million during the  first
nine  months  of  1998. Nonaccrual loans decreased $11.0  million  due
primarily  to  three loans being brought current and  one  loan  being
restructured,  which was partially offset by two  loans  being  added.
Renegotiated loans increased $8.6 million due to the loan formerly  on
nonaccrual  being  restructured. Other  real  estate  decreased  $10.2
million  due primarily to three commercial properties being  sold.  At
September  30,  1998,  nonperforming assets as a percentage  of  total
loans,  leases  and other real estate was .82% compared  to  1.17%  at
December 31, 1997.

Premises and Equipment

Premises  and Equipment increased from $183.9 million at December  31,
1997  to  $225.8 million at September 30, 1998. The 23%  increase  was
primarily due to an increase in operating lease equipment by Equipment
Leasing and Information Leasing.

Other Assets

Other  assets increased $194.3 million, or 62%, during the first three
quarters  of  1998. The increase was due primarily to an  increase  in
receivables  arising from security sales traded but not settled  until
early  October, and funds advanced to securitization trusts for  over-
collateralization, and deposited at Provident Bank.

                                - 18 -
<PAGE>
Deposits

Deposits  increased $406.1 million from December 31, 1997 to September
30,  1998.  The increase was a result of increased deposits in  retail
and corporate premium index accounts.

Short-Term Debt

Short-term  debt  increased $366.3 million, or 45%,  to  $1.2  billion
during  the first nine months of 1998. The increase was due  primarily
to  the  purchase of term and overnight federal funds. The  amount  of
federal  funds  purchased was used primarily  to  fund  the  warehouse
lending lines and to meet reserve requirements and customer needs.

Long-Term Debt

Long-term  debt  increased $202.2 million, or 29%,  during  the  first
three quarters of 1998. The increase is attributable to two additional
advances  totaling  $225  million from  the  Federal  Home  Loan  Bank
("FHLB"). One borrowing of $125 million has a fixed rate of 4.66%  and
matures in 2008, while the other borrowing of $100 million has a fixed
rate  of  5.39%  and  matures in 1999. This  debt  was  necessary  for
Provident  Financial to participate in affordable housing credit  real
estate transactions as certain levels of FHLB borrowings are required.

Capital Resources and Adequacy

During  the first nine months of 1998, shareholders' equity  increased
$87.9  million, or 14%, to $725.1 million. The increase in equity  was
primarily  the result of net income exceeding dividends paid  and  the
exercise of stock options. Dividends of $25.9 million on common  stock
and  $593,000 on preferred stock were paid in the first three quarters
of 1998.

In  August 1998, Provident Financial 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
September 30, 1998, Provident Financial had purchased 253,000 shares.

The  following  table of ratios is important to the  analysis  of  the
adequacy of capital resources.
<TABLE>
<CAPTION>
                                                Nine Months Ended       Year Ended
                                                September 30, 1998  December 31, 1997
<S>                                                    <C>                <C>    
  Average Shareholders' Equity to Average Assets        8.88%              8.22%
  Preferred Dividend Payout to Net Earnings              .62                .62
  Common Dividend Payout to Net Earnings               27.24              25.62
  Tier 1 Leverage Ratio                                 9.31              10.13
  Tier 1 Capital to Risk-Weighted Assets                9.37               9.81
  Total Risk-Based Capital To Risk-Weighted Assets     12.18              13.25
</TABLE>
                                - 19 -
<PAGE>
Capital  expenditures  planned  by Provident  Financial  for  building
improvements  and  furniture  and  equipment  in  1998  are  currently
estimated to be approximately $27 million. Included in this amount are
projected  capital  expenditures for the purchase or  construction  of
computer  equipment  and  software, office  building  renovations  and
branch  enhancements.  Through September 30, 1998,  approximately  $23
million of these expenditures have been made.

Liquidity

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

The major source of liquidity for Provident Financial on a parent-only
basis  ("the  Parent")  is dividends paid to it by  its  subsidiaries.
Pursuant to Federal Reserve and state banking regulations, the maximum
amount  available for dividend distribution to the Parent at September
30, 1998 by its banking subsidiaries was approximately $268.5 million.
The Parent has not received any dividends from its subsidiaries during
the  first nine months of 1998. An annual dividend of $51 million  has
been declared to be paid from The Provident Bank in November, 1998.

At  September  30, 1998, the Parent had $231.3 million  of  short-term
commercial  paper outstanding. A portion of commercial paper  proceeds
was  used  to fund investment securities. Contractual lines of  credit
totaling $175 million have been obtained by the Parent to support  its
commercial  paper  borrowings. Also, the Parent  has  $40  million  in
general  purpose  lines of credit. These lines had not  been  used  at
September  30,  1998. The Parent had approximately $140.0  million  in
cash,  interest earning deposits and federal funds sold  at  September
30, 1998.

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.

                                - 20 -
<PAGE>
Provident  Financial 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  Financial'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  Financial is unable to determine at this time whether  Year
2000  failures will significantly affect Provident Financial's results
of  operations,  liquidity  and financial condition.  Steps  taken  by
Provident Financial 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 Financial has expensed
$5.3  million  for  the  correction of  this  problem.  The  following
summarizes its Year 2000 readiness.

Mainframe  Applications: Provident Financial 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.  Though  Provident  Financial   has
performed  future date testing at an application level throughout  the
conversion  and upgrade process, a fully integrated systems Millennium
Verification Test has been scheduled offsite in the fourth quarter  of
1998.

PC  Applications: Provident Financial has established a Year  2000  PC
test  lab  for  verification of PC software applications, spreadsheets
and  databases. Plans call for date simulated testing to be  completed
on   vendor  purchased  software,  and  Provident  Financial   written
spreadsheets and databases by the end of the first quarter of 1999. As
of  September 30, 1998, 42% of the software has been tested to  ensure
Year 2000 compliance.

Environmental/Embedded Systems: Provident Financial 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
Financial  has  secured  the  services of an  outside  provider.  This
project is currently on target to meet a June, 1999 deadline.

Third Party Interdependencies: Provident Financial has solicited,  and
continues   to   monitor,   the   readiness   of   all   third   party
interdependencies.  Testing has begun with  our  main  interface,  the
Federal  Reserve  Bank,  to  verify  our  ACH,  wire  and  daily  cash
settlement  activity.  Remaining  Year  2000  compliance  testing   is
scheduled to be completed during the first quarter of 1999.

Vendors/Customers: Letters and questionnaires have been  sent  out  to
significant vendors and borrowers of Provident Financial. Both  vendor
and customer responses are being actively monitored and updated on  an
on-going basis.

                                - 21 -
<PAGE>
Contingency  Plans:  Year 2000 business resumption  contingency  plans
have  been developed and documented. These plans are designed to focus
on  Provident Financial'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.

                                - 22 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Condensed Consolidated Statements Of Earnings
(unaudited)
(In Thousands)
Table 1.
<CAPTION>
                                                             Quarter Ended           Nine Months Ended
                                                           Sept.       Sept.         Sept.       Sept.
                                                           1998        1997          1998        1997
<S>                                                      <C>         <C>           <C>         <C>
Total Interest Income                                    $164,952    $146,512      $466,437    $426,034
Taxable Equivalent Adjustment                                  58          89           216         253

Taxable Equivalent Interest Income                        165,010     146,601       466,653     426,287
Total Interest Expense                                     91,275      81,031       258,257     231,473

Net Interest Income                                        73,735      65,570       208,396     194,814
Provision for Loan and Lease Losses                         9,500       9,500        19,500      35,500

Taxable Equivalent Net Interest Income After
    Provision for Loan and Lease Losses                    64,235      56,070       188,896     159,314

Noninterest Income                                         56,728      48,217       163,264     135,555
Noninterest Expense                                        70,955      58,798       206,490     163,681


Taxable Equivalent Earnings Before Income Taxes            50,008      45,489       145,670     131,188

Applicable Income Taxes                                    17,450      15,898        50,554      45,926

Taxable Equivalent Adjustment                                  58          89           216         253

Net Earnings                                              $32,500     $29,502       $94,900     $85,009
Net Earnings Applicable to Common Stock                   $32,303     $29,304       $94,307     $84,495
</TABLE>
                                - 23 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Consolidated Average Balances, Rates and Yields
On a Fully Taxable Equivalent Basis
(unaudited)
(Dollars In Millions)
Table 2.
<CAPTION>
                                                                 Quarter Ended                         Nine Months Ended
                                                       Sept. 30, 1998     Sept. 30, 1997    Sept. 30, 1998     Sept. 30, 1997
                                                      Average    Avg     Average    Avg    Average    Avg     Average    Avg
                                                      Balance    Rate    Balance    Rate   Balance    Rate    Balance    Rate
<S>                                                    <C>       <C>      <C>       <C>     <C>       <C>      <C>       <C>
Assets:
 Loans and Leases (Net of Unearned Income):
  Commercial Lending:
   Commercial and Financial                            $3,290     9.21%   $2,607     9.13%  $3,064     9.28%   $2,494     9.26%
   Mortgage                                               447    10.06       505     9.32      447     9.49       502     9.25
   Construction                                           374     8.77       301     8.83      340     8.86       289     8.80
   Lease Financing                                        378     9.42       276    10.69      358    10.88       255    10.98
  Consumer Lending:
   Instalment                                             690     9.91       850    10.25      647    10.05       878     9.92
   Residential                                            206     8.78       169     7.87      215     8.92       265     8.23
   Lease Financing                                        559     8.25       689     7.76      500     8.01       650     7.68
    Total Loans and Leases                              5,944     9.24     5,397     9.17    5,571     9.34     5,333     9.18
 Investment Securities:
  Taxable                                               1,475     6.28     1,287     6.68    1,509     6.41     1,163     6.77
  Tax-Exempt                                                3     8.25         7     7.36        5     7.45         7     6.02
    Total Investment Securities                         1,478     6.29     1,294     6.69    1,514     6.41     1,170     6.76
 Trading Account Securities                                93     5.50         -        -       63     5.51         -        -
 Federal Funds Sold and Reverse
   Repurchase Agreements                                   33     5.57         3     5.62       24     5.54        15     6.48
    Total Earning Assets                                7,548     8.67     6,694     8.69    7,172     8.70     6,518     8.74
 Cash and Noninterest Bearing Deposits                    193                164               189                147
 Other Assets                                             377                205               388                203
    Total Assets                                       $8,118             $7,063            $7,749             $6,868
Liabilities and Shareholders' Equity:
 Deposits:
  Demand Deposits                                        $259     2.22      $241     2.15     $265     2.19      $241     2.22
  Savings Deposits                                      1,154     4.10       673     3.71    1,032     4.18       577     3.21
  Time Deposits                                         2,948     5.73     3,399     5.80    3,019     5.72     3,431     5.74
   Total Deposits                                       4,361     5.09     4,313     5.27    4,316     5.14     4,249     5.20
 Short-Term Debt:
  Federal Funds Purchased and
   Repurchase Agreements                                1,335     5.64       640     5.51    1,048     5.57       503     5.40
  Commercial Paper                                        232     5.76       155     5.97      228     5.76       151     5.81
  Short-Term Notes Payable                                  2     5.55         2     5.24        2     5.88         2     5.43
   Total Short-Term Debt                                1,569     5.65       797     5.60    1,278     5.60       656     5.50
 Long-Term Debt                                           703     6.12       647     6.35      687     6.30       697     6.30
 Junior Subordinated Debentures                            99     8.69        99     8.70       99     8.79        99     8.79
   Total Interest Bearing Liabilities                   6,732     5.38     5,856     5.49    6,380     5.41     5,701     5.43
 Noninterest Bearing Deposits                             548                460               537                449
 Other Liabilities                                        114                175               144                168
 Shareholders' Equity                                     724                572               688                550
   Total Liabilities and Shareholders' Equity          $8,118             $7,063            $7,749             $6,868

Net Interest Spread                                               3.29%              3.20%             3.29%              3.31%

Net Interest Margin                                               3.88%              3.89%             3.89%              4.00%
</TABLE>
                                - 24 -
<PAGE>
<TABLE>
Provident Financial Group, Inc. and Subsidiaries
Consolidated Quarterly Nonperforming Assets
(unaudited)
(Dollars In Thousands)
Table 3.
<CAPTION>
                                                                            Quarter Ended
                                                       Sept.        June         Mar.         Dec.         Sept.
                                                       1998         1998         1998         1997         1997
<S>                                                  <C>          <C>          <C>          <C>          <C>
Nonaccrual Loans: (1)
 Commercial Lending:
   Commercial and Financial                            $20,719      $42,413      $32,746      $37,800      $28,551
   Mortgage                                                335          335          335          335          553
   Construction                                              -            -            -           27           87
   Lease Financing                                      10,732       11,862        7,046        4,798        5,481
 Consumer Lending:
   Instalment                                                -            -            -            -           14
   Residential                                           3,674        3,314        3,287        3,459        2,239
   Lease Financing                                           -            -            -            -            -
     Total Nonaccrual Loans                             35,460       57,924       43,414       46,419       36,925

Renegotiated Loans (2)                                   8,950        9,196        9,327          377          257
   Total Nonperforming Loans                            44,410       67,120       52,741       46,796       37,182

Other Real Estate and Equipment Owned:
   Commercial                                              989        2,247        4,330       11,207       11,088
   Residential                                           1,131          983        1,124        1,079        1,662
   Land                                                     91           91           92          110           15
     Total                                               2,211        3,321        5,546       12,396       12,765

     Total Nonperforming Assets                        $46,621      $70,441      $58,287      $59,192      $49,947

Loans 90 Days Past Due Still Accruing                  $13,443      $10,058      $17,109       $9,811      $10,504

Total Loans and Leases                               5,679,522    5,588,006    5,265,159    5,051,842    5,105,578

Reserve for Loan and Lease Losses                       76,445       75,472       72,837       71,980       75,242

Total Assets                                         8,280,817    7,801,614    7,699,935    7,123,659    7,079,578

Reserve for Loan and Lease Losses as a Percent of:
  Nonperforming Loans                                   172.13%      112.44%      138.10%      153.82%      202.36%
  Nonperforming Assets                                  163.97%      107.14%      124.96%      121.60%      150.64%
  Total Loans and Leases                                  1.35%        1.35%        1.38%        1.42%        1.47%

Nonperforming Loans as a % of Total
  Loans and Leases                                         .78%        1.20%        1.00%         .93%         .73%


Nonperforming Assets as a Percent of:
  Total Loans, Leases  and Other Real Estate               .82%        1.26%        1.11%        1.17%         .98%
  Total Assets                                             .56%         .90%         .76%         .83%         .71%
<FN>
(1) Provident Financial generally stops accruing interest on loans and leases when the payment of principal and/or
    interest is past due 90 days or more.
(2) Loans renegotiated to provide a reduction or deferral of interest or principal because of a
    deterioration in the financial position of the borrower.
</TABLE>
                                - 25 -
<PAGE>
                     PART II  -  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits filed:

       Exhibit 10 - Material Contract

       Exhibit 27.1 - Financial Data Schedule for September 30, 1998

       Exhibit 27.2 - Restated Financial Data Schedule for
                      September 30, 1997


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

                                - 26 -
<PAGE>
                              SIGNATURES
                                   

Pursuant  to the requirements of the Securities Exchange Act of  1934,
the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





                                       Provident Financial Group, Inc.
                                                  Registrant





Date:  November 13, 1998                    \s\ John R. Farrenkopf
                                              John R. Farrenkopf
                                              Vice President and
                                           Chief Financial Officer

                                - 27 -