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, 2000                                               No. 1-8019


                    PROVIDENT FINANCIAL GROUP, INC.



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


             One East Fourth Street, Cincinnati, Ohio 45202

                          Phone: 513-579-2000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period
that the  registrant  was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days.

                           Yes X  No
                              ---   ---

Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common  stock,  as of the latest  practicable  date:  Common
stock, without par value, outstanding at April 28, 2000 is 48,735,481.

                 Please address all correspondence to:

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

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



                       INDEX TO QUARTERLY REPORT

                              ON FORM 10-Q


PART I. FINANCIAL INFORMATION


   ITEM 1. FINANCIAL STATEMENTS


      Consolidated Balance Sheets . . . . . . . . . . . . . . . . .  3

      Consolidated Statements of Income . . . . . . . . . . . . . .  4

      Consolidated Statements of Changes in Shareholders' Equity  .  5

      Consolidated Statements of Cash Flows . . . . . . . . . . . .  6

      Notes to the Consolidated Financial Statements  . . . . . . .  7


   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS  . . . . . 11


   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
           ABOUT MARKET RISK  . . . . . . . . . . . . . . . . . . . 37


PART II. OTHER INFORMATION


   ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS  . . . . . . . 37

   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  . . 37

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . 37


SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

                                   2
<PAGE>
                     PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                           March 31,     December 31,
                                                             2000            1999
(Dollars in Thousands)                                    (Unaudited)
-------------------------------------------------------------------------------------
<S>                                                      <C>             <C>
ASSETS
  Cash and Due from Banks                                $    228,664    $    292,134
  Federal Funds Sold and Reverse Repurchase Agreements              -          84,009
  Investment Securities Available for Sale
   (amortized cost - $3,761,460 and $2,187,802)             3,672,997       2,111,037
  Loans and Leases (Net of Unearned Income):
    Corporate Lending:
      Commercial                                            4,180,795       3,990,923
      Mortgage                                                563,018         576,570
      Construction                                            612,205         559,797
      Lease Financing                                         273,423         391,529
    Consumer Lending:
      Residential - Held for Sale                             132,284         653,679
      Installment                                             544,251         476,508
      Lease Financing                                         443,100         361,907
                                                         ------------    ------------
        Total Loans and Leases                              6,749,076       7,010,913
    Reserve for Loan and Lease Losses                         (97,069)        (94,045)
                                                         ------------    ------------
        Net Loans and Leases                                6,652,007       6,916,868
  Leased Equipment                                            176,844         171,258
  Premises and Equipment                                       97,995         100,099
  Receivables from Securitization Trusts                      417,219         355,222
  Other Assets                                                500,318         507,299
                                                         ------------    ------------
                                                         $ 11,746,044    $ 10,537,926
                                                         ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities:
    Deposits:
      Noninterest Bearing                                $  1,231,501    $  1,185,245
      Interest Bearing                                      6,346,270       6,044,743
                                                         ------------    ------------
        Total Deposits                                      7,577,771       7,229,988
    Short-Term Debt                                         1,373,181         977,835
    Long-Term Debt                                          1,405,832         950,821
    Guaranteed Preferred Beneficial Interests in
     Company's Junior Subordinated Debentures                 220,118         220,069
    Accrued Interest and Other Liabilities                    241,478         232,991
                                                         ------------    ------------
        Total Liabilities                                  10,818,380       9,611,704
  Shareholders' Equity:
    Preferred Stock, 5,000,000 Shares Authorized,
     Series D, 70,272 Issued                                    7,000           7,000
    Common Stock, No Par Value, 110,000,000 Shares
     Authorized, 48,726,164 and 48,618,330 Issued              14,442          14,410
    Capital Surplus                                           312,395         308,237
    Retained Earnings                                         651,328         646,472
    Accumulated Other Comprehensive Loss                      (57,501)        (49,897)
                                                         ------------    ------------
        Total Shareholders' Equity                            927,664         926,222
                                                         ------------    ------------
                                                         $ 11,746,044    $ 10,537,926
                                                         ============    ============
</TABLE>

See notes to consolidated financial statements.

                                   3
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

                                                  Three Months Ended
                                                       March 31,
                                                 ---------------------
(In Thousands, Except Per Share Data)               2000        1999
-----------------------------------------------  ---------------------
Interest Income:
  Interest and Fees on Loans and Leases          $ 161,811   $ 144,506
  Interest on Investment Securities                 59,784      25,847
  Other Interest Income                                334       1,551
                                                 ---------   ---------
      Total Interest Income                        221,929     171,904
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                     17,081      14,110
    Time Deposits                                   63,490      47,865
                                                 ---------   ---------
      Total Interest on Deposits                    80,571      61,975
  Interest on Short-Term Debt                       24,660      14,906
  Interest on Long-Term Debt                        18,932      13,679
  Interest on Junior Subordinated Debentures         4,564       2,166
                                                 ---------   ---------
      Total Interest Expense                       128,727      92,726
                                                 ---------   ---------
        Net Interest Income                         93,202      79,178
Provision for Loan and Lease Losses                  9,700      12,975
                                                 ---------   ---------
  Net Interest Income After Provision

    for Loan and Lease Losses                       83,502      66,203
Noninterest Income:
  Service Charges on Deposit Accounts                8,493       7,537
  Loan Servicing Fees                               11,806       5,483
  Other Service Charges and Fees                     9,835       9,950
  Operating Lease Income                            10,086       8,898
  Gain on Sales of Loans and Leases - Non-Cash      15,441      19,324
  Gain on Sales of Loans and Leases - Cash           7,698       7,980
  Warrant Gains                                      1,000           -
  Security Gains/(Losses)                               24          (7)
  Other                                              4,555       5,894
                                                 ---------   ---------
    Total Noninterest Income                        68,938      65,059
Noninterest Expense:
  Salaries, Wages and Benefits                      40,370      36,885
  Charges and Fees                                   4,747       3,884
  Occupancy                                          5,008       4,605
  Depreciation on Operating Lease Equipment          6,285       4,725
  Equipment Expense                                  6,236       5,532
  Professional Services                              5,033       4,024
  Merger and Restructuring Charges                  39,300       4,200
  Other                                             16,043      16,504
                                                 ---------   ---------
    Total Noninterest Expense                      123,022      80,359
                                                 ---------   ---------

Income Before Income Taxes                          29,418      50,903
Applicable Income Taxes                             12,646      18,368
                                                 ---------   ---------
  Net Income                                     $  16,772   $  32,535
                                                 =========   =========

Per Common Share:
  Basic Earnings Per Share                       $     .34   $     .69
  Diluted Earnings Per Share                           .33         .67
  Cash Dividends Declared                              .24         .22

See notes to consolidated financial statements.

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

                                                                                        Accumulated
                                                                                           Other
                              Preferred     Common      Capital   Retained   Treasury  Comprehensive
(In Thousands)                    Stock      Stock      Surplus   Earnings     Stock       Loss         Total
----------------------------   --------    --------    --------   --------   --------  -------------  --------
<S>                            <C>         <C>         <C>        <C>        <C>        <C>           <C>
Balance at January 1, 1999     $  7,000    $ 14,150    $276,796   $534,657   ($21,425)  ($ 9,024)     $802,154

  Net Income                                                        32,535                              32,535
  Change in Unrealized Loss
   on Marketable Securities                                                               (7,871)       (7,871)
                                                                                                      --------
    Comprehensive Income                                                                                24,664

  Dividends Paid on:
    Preferred Stock                                                   (216)                               (216)
    Common Stock                                                   (10,355)                            (10,355)
  Exercise of Stock Options                      18         997                                          1,015
  Purchase of Treasury Stock                                                   (8,645)                  (8,645)
  Other                                                     163                                            163

                               --------    --------    --------   --------   --------   --------      --------
Balance at March 31, 1999      $  7,000    $ 14,168    $277,956   $556,621   ($30,070)  ($16,895)     $808,780
                               ========    ========    ========   ========   ========   ========      ========


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

  Net Income                                                        16,772                              16,772
  Change in Unrealized Loss
   on Marketable Securities                                                               (7,604)       (7,604)
                                                                                                      --------
    Comprehensive Income                                                                                 9,168

  Dividends Paid on:
    Preferred Stock                                                   (237)                               (237)
    Common Stock                                                   (11,679)                            (11,679)
  Exercise of Stock Options                      32       1,931                                          1,963
  Cash Paid in Lieu of
   Issuance of Fractional
   Shares in Acquisition                                    (31)                                           (31)
  Amortization of Expense
   Related to Employee Stock
   Benefit Plans                                            780                                            780
  Liquidation of Employee
   Stock Benefit Plans                                    1,478                                          1,478

                               --------    --------    --------   --------   --------   --------      --------
Balance at March 31, 2000      $  7,000    $ 14,442    $312,395   $651,328   $      -   ($57,501)     $927,664
                               ========    ========    ========   ========   ========   ========      ========
</TABLE>

See notes to consolidated financial statements.

                                   5
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                             --------------------------
(In Thousands)                                                    2000           1999
----------------------------------------------------------   -----------    -----------
<S>                                                          <C>            <C>
Operating Activities:
  Net Income                                                 $    16,772    $    32,535
  Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Provision for Loan and Lease Losses                          9,700         12,975
      Amortization of Goodwill and Other Intangible Assets           956            573
      Other Amortization and Accretion                            (7,990)        (4,140)
      Depreciation of Leased Equipment and
        Premises and Equipment                                    11,558          9,531
      Realized Investment Security (Gains) Losses                    (24)             7
      Proceeds from Sale of Loans Held for Sale                  524,415        592,636
      Origination of Loans Held for Sale                        (529,886)      (538,148)
      Realized Gains on Residential Loans Held for Sale          (15,557)       (20,197)
      Decrease in Net Trading Account Securities                       -         36,756
      Increase in Interest Receivable                             (1,970)        (1,579)
      Decrease in Other Assets                                     7,995         20,757
      Increase in Interest Payable                                 8,205          8,179
      Increase (Decrease) in Other Liabilities                    (3,572)         2,781
                                                             -----------    -----------
        Net Cash Provided By Operating Activities                 20,602        152,666
                                                             -----------    -----------

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                          404,344        186,261
    Proceeds from Maturities and Prepayments                      90,913         75,121
    Purchases                                                 (1,494,631)      (406,476)
  Increase in Receivables Due From Securitization Trusts         (76,838)       (79,257)
  Net Increase in Loans and Leases                              (266,234)      (398,556)
  Net (Increase) Decrease in Operating Lease Equipment           (11,871)         4,899
  Net Increase in Premises and Equipment                          (3,169)        (2,610)
                                                             -----------    -----------
    Net Cash Used In Investing Activities                     (1,357,486)      (620,618)
                                                             -----------    -----------

Financing Activities:
  Net Increase in Deposits of Securitization Trusts               81,334         81,868
  Net Increase in Other Deposits                                 266,449        200,098
  Net Increase in Short-Term Debt                                395,346        299,493
  Principal Payments on Long-Term Debt                           (85,998)      (130,795)
  Proceeds From Issuance of Long-Term Debt and
    Company's Junior Subordinated Debentures                     540,000          8,019
  Cash Dividends Paid                                            (11,916)       (10,571)
  Purchase of Treasury Stock                                           -         (8,645)
  Proceeds from Exercise of Stock Options                          1,963          1,015
  Net Increase in Other Equity Items                               2,227            163
                                                             -----------    -----------
    Net Cash Provided By Financing Activities                  1,189,405        440,645
                                                             -----------    -----------
      Decrease in Cash and Cash Equivalents                     (147,479)       (27,307)
  Cash and Cash Equivalents at Beginning of Period               376,143        337,351
                                                             -----------    -----------
    Cash and Cash Equivalents at End of Period               $   228,664    $   310,044
                                                             ===========    ===========

Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                 $   120,521    $    86,110
    Income Taxes                                                  22,217         13,560
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to
      Other Real Estate                                            5,057            531
    Residual Interest in Securitized Assets Created from
      the Sale of Loans                                           54,695         49,040
</TABLE>

See notes to consolidated financial statements.

                                   6
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION
------------------------------

The accompanying  financial statements have been prepared in accordance
with the  instructions  to Form 10-Q and  therefore  do not include all
information and footnotes  necessary to be in conformity with generally
accepted  accounting  principles.  In the  opinion of  management,  the
accompanying  unaudited  consolidated  financial statements contain all
adjustments  (consisting of only normal recurring  accruals)  necessary
for fair  presentation.  The results of operations for interim  periods
are not  necessarily  indicative  of the results to be expected for the
full year.

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

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

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

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

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

The  following  table sets forth the  computation  of basic and diluted
earnings per common share,  as calculated  with and without  merger and
restructuring charges:

                                                        Three Months Ended
                                                             March 31,
                                                       --------------------
(In Thousands, Except Per Share Data)                    2000        1999
----------------------------------------------------   --------    --------
Including Merger & Restructuring Charges:
  Basic:
    Net Income                                         $ 16,772    $ 32,535
    Less Preferred Stock Dividends                         (237)       (217)
                                                       --------    --------
     Income Available to Common Shareholders             16,535      32,318
     Weighted-Average Common Shares Outstanding          48,691      47,076
                                                       --------    --------
    Basic Earnings Per Share                           $   0.34    $   0.69
                                                       ========    ========
  Diluted:
    Net Income                                         $ 16,772    $ 32,535
    Weighted-Average Common Shares Outstanding           48,691      47,076
    Assumed Conversion of:
      Convertible Preferred Stock                           988         988
      Dilutive Stock Options (Treasury Stock Method)        706         807
                                                       --------    --------
    Dilutive Potential Common Shares                     50,385      48,871
                                                       --------    --------
    Diluted Earnings Per Share                         $   0.33    $   0.67
                                                       ========    ========

Excluding Merger & Restructuring Charges:
  Basic:
    Net Income                                         $ 43,772    $ 35,265
    Less Preferred Stock Dividends                         (237)       (217)
                                                       --------    --------
     Income Available to Common Shareholders             43,535      35,048
     Weighted-Average Common Shares Outstanding          48,691      47,076
                                                       --------    --------
    Basic Operating Earnings Per Share                 $   0.89    $   0.74
                                                       ========    ========
  Diluted:
    Net Income                                         $ 43,772    $ 35,265
    Weighted-Average Common Shares Outstanding           48,691      47,076
    Assumed Conversion of:
      Convertible Preferred Stock                           988         988
      Dilutive Stock Options (Treasury Stock Method)        706         807
                                                       --------    --------
    Dilutive Potential Common Shares                     50,385      48,871
                                                       --------    --------
    Diluted Operating Earnings Per Share               $   0.87    $   0.72
                                                       ========    ========

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

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

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

Merger and  restructuring  charges expensed during the first quarter of
2000  include  estimates  of cash outlays  totaling  $12.6  million and
non-cash  write-downs of assets  totaling  $26.7 million.  Cash outlays
include severance costs of $8.6 million,  of which $4.0 were paid as of
March 31,  2000.  Contract  termination  charges  of $2.3  million  are
estimated to be incurred,  primarily  from lease buyout  agreements  on
rented facilities.  None of these termination  charges had been paid as
of March 31, 2000.  Professional  fees of $1.3 million had been paid as
of the  end of the  quarter  in  connection  with  the  acquisition  of
Fidelity  Financial,  and an  additional  $.4 million is expected to be
paid within the remainder of the year.

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

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

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

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

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

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

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

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

The subsidiaries and their total assets as of March 31, 2000 follow:

(In Thousands)                                Total Assets
--------------------------------------------  ------------
Provident Auto Leasing Company                 $149,031
Provident Auto Rental Company LLC (1998-1)       28,546
Provident Auto Rental Company LLC (1998-2)       31,098
Provident Auto Rental Company LLC (1999-PRU)      5,804
Provident Auto Rental LLC (1999-1)              186,571
Provident Auto Rental Company LLC (2000-A)       15,498
Provident Lease Receivables Company LLC         107,880

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

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

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

This Form 10-Q contains  certain  forward-looking  statements  that are
subject to numerous assumptions, risks or uncertainties. Actual results
could  differ  materially  from those  contained  in or implied by such
forward-looking  statements for a variety of factors  including:  sharp
and/or  rapid  changes in interest  rates;  significant  changes in the
anticipated economic scenario which could materially change anticipated
credit quality  trends,  the ability to generate loans and leases,  the
ability to  securitize  loans and leases and the  spreads  realized  on
securitizations;  significant  cost,  delay in, or inability to execute
strategic initiatives designed to grow revenues and/or manage expenses;
consummation of significant business combinations or divestitures;  and
significant  changes in  accounting,  tax, or  regulatory  practices or
requirements  and factors  noted in  connection  with  forward  looking
statements.  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:
<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
(Dollars in Thousands,                                   --------------------------------
 Except Per Share Data)                                    2000        1999      % Change
------------------------------------------------------   --------    --------    --------
<S>                                                      <C>         <C>              <C>
Net Interest Income                                      $ 93,202    $ 79,178          18%
Noninterest Income                                         68,938      65,059           6
Total Revenue                                             162,140     144,237          12
Provision for Loan
 and Lease Losses                                           9,700      12,975         (25)
Noninterest Expense(1)                                    123,022      80,359          53
Net Income(1)                                              16,772      32,535         (48)
Diluted Earnings per Share(1)                                0.33        0.67         (51)
Return on Average Equity(1)                                  7.25%      15.82%
Return on Average Assets(1)                                  0.58%       1.37%

(1) Financial Data Based on Operating Earnings follows
    (excludes Merger and Restructuring Charges):

    Noninterest Expense                                  $ 83,722    $ 76,159          10%
    Net Income                                             43,772      35,265          24
    Diluted Earnings per Share                               0.87        0.72          21
    Return on Average Equity                                18.92%      17.15%
    Return on Average Assets                                 1.51%       1.48%
    Efficiency Ratio                                        51.64%      52.78%
</TABLE>

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

Operating  earnings  per share  increased  21% to $.87 during the first
quarter of 2000,  versus $.72 reported  during the same period in 1999.
First quarter 2000 operating earnings exclude a $27.0 million after-tax
charge  primarily  related to the  acquisition  of Fidelity  Financial,
which was  completed  February  4, 2000.  Included  in this  charge are
direct-merger  related  charges  and other  post-merger  business  line
restructuring  charges. First quarter 1999 operating earnings exclude a
$2.7  million  after-tax  charge  related  to the  merger  of  Fidelity
Financial and Glenway Financial Corporation,  which was completed March
19, 1999. The increase in operating  earnings per share for the quarter
was due to strong  revenue  growth  as well as  continued  emphasis  on
expense control.

Total revenue (net interest income plus noninterest  income)  increased
12% during 2000 over the first  quarter of 1999.  Net  interest  income
increased by $14.0 million, or 18%, as a result of strong growth in the
commercial  lending   portfolio.   Noninterest  income  increased  $3.9
million,  or 6%,  primarily due to strong growth in loan servicing fees
which was partially  offset by a decline in non-cash  gains on the sale
of loans.  Provident is intentionally keeping  non-conforming  mortgage
loan production levels equivalent with last year's production levels.

Total  average  assets for the first quarter of 2000 grew $2.1 billion,
or 22%.  The  increase was  primarily  in the  investment  security and
commercial lending portfolios, which experienced growth of $1.6 billion
and $.8 billion in average assets during this time period. In addition,
loans  and  leases,  which  had  been  sold  with  servicing  retained,
increased  from $3.6 billion at March 31, 1999 to $6.4 billion at March
31, 2000.

Operating  noninterest  expense was $83.7 million for the first quarter
of 2000 as compared to $84.5 million for the fourth quarter of 1999 and
$76.2 million for the first  quarter of 1999.  The decline in operating
noninterest  expenses  from the fourth  quarter of 1999 to the  current
period  is  the  result  of  the  successful  integration  of  Fidelity
Financial into Provident and  Provident's  continued  attention to cost
control.  The ratio of operating  noninterest expense to tax equivalent
revenue  ("efficiency  ratio") was 51.64% for the first quarter of 2000
compared  to 52.78% for the first  quarter  of 1999.  For  purposes  of
calculating  the  efficiency  ratio,  tax equivalent  revenue  excludes
security gains or losses.

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

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

The following  table  summarizes  total revenue,  operating  income and
average assets by major lines of business for the  three-month  periods
ended  March  31,  2000 and 1999.  Prior  period  information  has been
restated to match current period income/expense  allocation methodology
and business unit roll-up.

                            Three Months Ended
                                 March 31,
                        -------------------------
(Dollars in Millions)     2000     1999    Change
---------------------   -------   ------   ------
Total Revenue:
  Commercial Banking    $  68.9   $ 60.3       14%
  Retail Banking           61.9     54.1       14
  Mortgage Banking         31.3     29.8        5
  Corporate Center            -        -        -
                        -------   ------       --
                        $ 162.1   $144.2       12
                        =======   ======       ==
Operating Income:
  Commercial Banking    $  22.9   $ 21.0        9%
  Retail Banking           11.3      5.2      117
  Mortgage Banking          9.6      9.1        5
  Corporate Center            -        -        -
                        -------   ------       --
                        $  43.8   $ 35.3       24
                        =======   ======       ==
Average Assets:
  Commercial Banking    $ 5,080   $4,024       26%
  Retail Banking          2,138    2,082        3
  Mortgage Banking        1,060      752       41
  Corporate Center        3,326    2,646       26
                        -------   ------       --
                        $11,604   $9,504       22
                        =======   ======       ==

Key components of the management reporting process follows:

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

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

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

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

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

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

Business line descriptions and fluctuation analysis follows:

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

   Commercial  Banking   is  the  Company's  largest line  of  business
   contributing  52% of the Bank's operating  income.  Operating income
   for the first  three  months of 2000 was $22.9  million  compared to
   $21.0  for the same  time  period  in 1999.  Average  loan  balances
   increased  by 26%,  and  total  revenues  were up 14%  over the same
   period in 1999. A 12% increase in operating lease balances  combined
   with  growth  in  servicing  income  for the small  equipment  lease
   portfolio drove the 26% increase in non-interest  income.  Operating
   expenses increased 25% due partially to expenses associated with the
   servicing of the small equipment lease portfolio and the addition of
   Capstone, a commercial mortgage servicer.

o  Retail Banking provides consumer lending,  deposit accounts,  trust,
   brokerage  and  investment  products and services to its  customers.
   This business  line includes both the Consumer  Lending and Consumer
   Banking business units.  Operating income increased $6.1 million for
   the three-month  period ended March 31, 2000 as compared to the same
   period in 1999.  The  increase  was due  primarily  to  increases in
   deposit net interest income and fees from Financial Centers, Private
   Banking, Trust and Investment Products.

   Retail  Banking  benefited  from growth  in deposits.  Average  core
   deposits for the first quarter  of 2000 grew by 15% as  compared  to
   the first quarter of 1999. Significant deposit growth came  from the
   Florida  franchise  and  from  the  in-market  acquisition  of  OHSL
   Financial Corp. To further capitalize on the Florida deposit growth,
   Provident  announced plans to open five additional Financial Centers
   in Florida  during 2000.  Also in 2000,  Provident  will continue to
   enhance  its  distribution  of products  and  services  via  on-line
   banking, ATM machines and a call center.

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

   Noninterest  income  increased $1.2 million during the first quarter
   of 2000 as compared to the first quarter of 1999. Higher fees in the
   areas of brokerage, fund management,  trust, ATM charges and service
   charges on deposit accounts contributed to this increase.

o  Mortgage   Banking   originates   and   services    conforming   and
   nonconforming residential loans to consumers and provides short-term
   financing to mortgage originators and brokers.  Operating income for
   the first  quarter  of 2000 was $9.6  million,  an  increase  of $.5
   million as  compared  to the same  period in 1999.  The  increase in
   operating  income was  primarily  the result of higher net  interest
   income and loan servicing fees which was partially offset by a lower
   gain  recognized  on the  securitization  and sale of  nonconforming
   residential loans.

   The  interest  rate  environment  of moderate  increases  has had an
   unfavorable  impact on  funding  expenses  as  measured  by the bond
   coupon. Despite industry consolidation that has led to more rational
   pricing,  the interest rate  environment has slowed new originations
   in the nonconforming  sector, and has compressed yields.  During the
   first quarter of 2000,  Mortgage  Banking  securitized and sold $515
   million of  nonconforming  loans  resulting in the  recognition of a
   $15.4 million  gain, a gain to loans sold ratio of 3.0%.  During the
   first quarter of 1999,  $515 million of loans were  securitized  and
   sold  resulting in a $19.3  million gain, a gain to loans sold ratio
   of 3.8%.

   Revenue for the first quarter of 2000 was $31.3 million, an increase
   of $1.5  million as compared  to the same period in 1999.  Operating
   expenses  increased during 2000 due primarily to increased  staffing
   associated  with the higher  volume of loans being  serviced by this
   business  unit.  Net  income  based on having  securitized  its loan
   portfolio (as reported which includes the gain on sale of loans) was
   lower  than as if the  loans  had  been  held in the  portfolio  and
   recognized  (as earned  which  excludes  the gain on sale of loans).
   Also,  positive  net cash flows  occurred  for the first  quarter of
   2000. Details of the as reported income versus the as earned income,
   along with an  operating  cash flow  analysis  are  provided  within
   "Management's  Discussion  and Analysis of Financial  Condition  and
   Results of Operations - Asset  Securitization  Activity"  section of
   this report.

                                  15
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

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

Net  interest  income  for the  three  months  ended  March  31,  2000,
increased $14.0 million compared to the first three months of 1999. The
increase in interest income was primarily due to an increase in average
earning assets of $1.8 billion,  or 21%. This increase was amplified by
a 50 basis point  increase in the average yield on earning  assets from
8.11% to 8.61%.  The largest portion of the increase in average earning
assets from the first three months of 1999 to the first three months of
2000 occurred in the average balances of commercial loan and investment
security portfolios.  Interest expense for the three months ended March
31, 2000  increased  due to a 20%  increase in total  interest  bearing
liabilities  with a 71 basis point  increase on the average  rate paid.
The increase in interest  bearing  liabilities  was  principally due to
increases in interest bearing  deposits,  primarily time deposits,  and
long-term debt.

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

Net interest  margin  represents net interest income as a percentage of
total interest  earning assets.  For the first quarter of 2000, the net
interest margin, on a tax-equivalent basis, was 3.62% compared to 3.74%
for the same  period in 1999.  This  decrease  was driven by changes in
rates and  volumes of  earning  assets  and the  corresponding  funding
sources. In addition,  the first quarter of 2000 carried acquired asset
portfolios  which had been sold, but cash  settlement had not yet taken
place.  The following table details the components of the change in net
interest  income  (on a  tax-equivalent  basis)  by major  category  of
interest  earning  assets  and  interest  bearing  liabilities  for the
three-month periods ended March 31, 2000 and 1999.

                                  16
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

                                           Three Months Ended
                                  -------------------------------------
                                   March 31, 2000       March 31, 1999
                                  -----------------   -----------------
                                  Average   Average   Average   Average
(Dollars in Millions)             Balance      Rate   Balance      Rate
-------------------------------   -------     -----   -------     -----
Assets:
 Loans and Leases:
  Corporate Lending:
   Commercial                     $ 4,091      9.18%  $ 3,306      8.56%
   Mortgage                           580      9.02       542      8.63
   Construction                       571      8.60       471      8.03
   Lease Financing                    393     11.39       267     10.45
                                  -------     -----   -------     -----
    Total Corporate Lending         5,635      9.26     4,586      8.62
  Consumer Lending:
   Residential                        376     11.42       916      8.19
   Installment                        526     10.02       692     10.03
   Lease Financing                    484      6.88       546      8.44
                                  -------     -----   -------     -----
    Total Consumer Lending          1,386      9.31     2,154      8.85
                                  -------     -----   -------     -----
     Total Loans and Leases         7,021      9.27     6,740      8.70
 Investment Securities              3,324      7.24     1,746      6.01
 Trading Account Securities             -         -        75      5.42
 Federal Funds Sold and Reverse
  Repurchase Agreements                26      5.10        36      6.26
                                  -------     -----   -------     -----
   Total Earning Assets            10,371      8.61     8,597      8.11
 Cash and Due From Banks              242                235
 Other Assets                         991                672
                                  -------            -------
  Total Assets                    $11,604            $ 9,504
                                  =======            =======
Liabilities and
 Shareholders' Equity:
 Deposits:
  Demand Deposits                 $   331      2.09   $   360      2.00
  Savings Deposits                  1,321      4.68     1,406      3.56
  Time Deposits                     4,471      5.71     3,600      5.39
                                  -------     -----   -------     -----
   Total Deposits                   6,123      5.29     5,366      4.68
 Short-Term Debt:
  Federal Funds Purchased and

   Repurchase Agreements            1,514      5.78     1,061      4.66
  Commercial Paper                    211      5.49       230      4.76
  Short-Term Notes Payable              2      5.63         1      4.45
                                  -------     -----   -------     -----
   Total Short-Term Debt            1,727      5.75     1,292      4.68
 Long-Term Debt                     1,241      6.13       993      5.59
 Junior Subordinated Debentures       220      8.34        99      8.88
                                  -------     -----   -------     -----
  Total Interest Bearing

   Liabilities                      9,311      5.56     7,750      4.85
 Noninterest Bearing Deposits       1,143                602
 Other Liabilities                    225                330
 Shareholders' Equity                 925                822
                                  -------            -------
  Total Liabilities and
   Shareholders' Equity           $11,604            $ 9,504
                                  =======            =======

Net Interest Spread                            3.05%               3.26%
                                              =====               =====
Net Interest Margin                            3.62%               3.74%
                                              =====               =====

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

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

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

The  provision  for loan and lease  losses was $9.7  million  and $13.0
million for the first three months of 2000 and 1999, respectively.  The
ratio of reserve  for loan and lease  losses to total  loans and leases
was 1.44% and 1.26% at March 31, 2000 and 1999, respectively.  Prior to
the acquisition of Fidelity Financial and the corresponding restatement
of prior period  numbers,  the March 31, 1999 ratio of reserve for loan
and lease losses to total loans and leases was 1.35%.

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

                                                      Three Months Ended
                                                           March 31,
                                                    ---------------------
(Dollars in Thousands)                                  2000        1999
--------------------------------------------------   --------    --------
Balance at Beginning of Period                       $ 94,045    $ 78,867
Provision for Loan and Lease Losses                     9,700      12,975
Loans and Leases Charged Off                           (9,448)    (10,999)
Recoveries                                              2,772       2,330
                                                     --------    --------
  Balance at End of Period                           $ 97,069    $ 83,173
                                                     ========    ========

Reserve for Loan and Lease Losses as a Percent of:
  Nonperforming Loans                                  174.66%     172.50%
  Nonperforming Assets                                 154.00%     164.23%
  Total Loans and Leases                                 1.44%       1.26%

                                  18
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following  tables present the  distribution of net loan charge-offs
by loan type for the three-month periods ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                Three Months Ended                Three Months Ended
                                  March 31, 2000                     March 31, 1999
                         --------------------------------   --------------------------------
                                     Pctg of      Pctg of               Pctg of      Pctg of
                                     Average       Total                Average       Total
                           Net        Total         Net       Net        Total         Net
                         Charge-      Loans       Charge-   Charge-      Loans       Charge-
(Dollars in Thousands)     Offs    (annualized)    Offs       Offs    (annualized)     Offs
-----------------------   ------   ------------   -------   -------   ------------   -------
<S>                       <C>             <C>      <C>       <C>             <C>      <C>
Corporate Lending:
 Commercial               $4,262          0.42%     63.8%    $4,444          0.54%     51.3%
 Mortgage                      -             -         -          -             -         -
 Construction                  -             -         -          -             -         -
 Lease Financing             308          0.31       4.6      1,364          2.04      15.7
                          ------                   -----     ------                  ------
  Net Corporate Lending    4,570          0.32      68.4      5,808          0.51      67.0
Consumer Lending:
 Residential                 934          0.99      14.0        143          0.06       1.6
 Installment                 346          0.29       5.2      2,371          1.37      27.4
 Lease Financing             826          0.68      12.4        347          0.25       4.0
                          ------                   -----     ------                  ------
  Net Consumer Lending     2,106          0.61      31.6      2,861          0.53      33.0
                          ------                   -----     ------                  ------
   Net Charge-Off's       $6,676          0.38     100.0     $8,669          0.51     100.0
                          ======                   =====     ======                  ======
</TABLE>

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

Nonperforming  assets at March 31, 2000 were $63.0 million  compared to
$61.1  million and $50.6  million as of December 31, 1999 and March 31,
1999,  respectively.  The composition of nonperforming  assets over the
past five quarters is provided in the following table.

                                2000                    1999
                              -------   -------------------------------------
                               First    Fourth     Third    Second     First
(Dollars in Thousands)        Quarter   Quarter   Quarter   Quarter   Quarter
---------------------------   -------   -------   -------   -------   -------
Nonaccrual Loans:
 Corporate Lending:
  Commercial                  $46,282   $43,452   $49,250   $41,828   $33,210
  Mortgage                      1,654     3,003     1,527       566       548
  Construction                      -       216       216       247       247
  Lease Financing               2,016     1,309     2,926     6,724     7,162
                              -------   -------   -------   -------   -------
   Total Corporate Lending     49,952    47,980    53,919    49,365    41,167
 Consumer Lending:
  Residential                       -        48        26         -       117
  Installment                   5,624     7,640     7,358     7,315     5,354
  Lease Financing                   -         -         -         -         -
                              -------   -------   -------   -------   -------
   Total Consumer Lending       5,624     7,688     7,384     7,315     5,471
                              -------   -------   -------   -------   -------
    Total Nonaccrual Loans     55,576    55,668    61,303    56,680    46,638
Renegotiated Loans                  -     1,541     1,557     1,565     1,577
                              -------   -------   -------   -------   -------
 Total Nonperforming Loans     55,576    57,209    62,860    58,245    48,215
Other Real Estate               7,457     3,870     4,092     2,921     2,430
                              -------   -------   -------   -------   -------
 Total Nonperforming Assets   $63,033   $61,079   $66,952   $61,166   $50,645
                              =======   =======   =======   =======   =======
Loans 90 Days Past Due

 Still Accruing               $13,908   $15,769   $18,484   $24,740   $21,678

Nonperforming Loans to
 Total Loans and Leases          0.82%     0.82%     0.96%     0.89%    0.73%
Nonperforming Assets to:
 Total Loans, Leases and
  Other Real Estate              0.93%     0.87%     1.02%     0.94%    0.76%
 Total Assets                    0.54%     0.58%     0.68%     0.66%    0.54%

Nonaccrual  loans  decreased  $.1 million  during the first  quarter of
2000.  The  decrease  was  composed of $14.7  million of  additions  to
nonaccrual  loans,  $7.3 million of payments on nonaccrual  loans, $4.6
million of nonaccrual loans charged off and $2.9 million transferred to
other real estate. Renegotiated loans decreased $1.5 million during the
first quarter due to the improved  performance of one loan.  Other real
estate  increased  $3.6 million  during the first quarter of 2000.  The
increase was primarily the result of the  foreclosure of one commercial
real estate property and several residential properties.

                                  20
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

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

The following  table details the components of  noninterest  income and
their change for the first three-month periods ended March 31, 2000 and
1999:

                                               Three Months Ended
                                                    March 31,
                                              -------------------    Pctg
(Dollars in Thousands)                          2000       1999     Change
-------------------------------------------   --------   --------   ------
Service Charges on Deposit Accounts           $  8,493   $  7,537     12.7%
Loan Servicing Fees                             11,806      5,483    115.3
Other Service Charges and Fees                   9,835      9,950     (1.2)
Operating Lease Income                          10,086      8,898     13.4
Gain on Sale of Loans and Leases - Non-Cash     15,441     19,324    (20.1)
Gain on Sale of Loans and Leases - Cash          7,698      7,980     (3.5)
Warrant Gains                                    1,000          -        -
Security Gains/(Losses)                             24         (7)       -
Other                                            4,555      5,894    (22.7)
                                              --------   --------
  Total Noninterest Income                    $ 68,938   $ 65,059      6.0
                                              ========   ========

Noninterest  income  for the first  quarter of 2000  increased  by $3.9
million,  or 6%, from the prior year first  quarter.  Explanations  for
significant changes in noninterest income by category follow:

o  Service charges on deposit accounts increased $1.0 million primarily
   from pricing and volume  increases on corporate and personal deposit
   accounts  and  higher  ATM fees from the  increased  number of ATMs.
   Since March 31, 1999, an  additional  104 ATMs have been placed into
   service bringing the total number of Provident ATMs to 453.

o  Loan servicing fees increased $6.3 million  primarily from increases
   in the residential mortgage and auto leasing areas.

o  Operating  lease income  increased $1.2 million due primarily to the
   growth of Provident  Commercial  Group,  a national  lessor of large
   equipment.

                                  21
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

o  Gain on  sales  of loans  and  leases  decreased  $4.2  million  due
   primarily  to the  decrease in gain from  nonconforming  residential
   loan  securitizations.  The following  table provides  detail of the
   gain on sales recognized during the first quarter of 2000 and 1999:

                                                     Three Months Ended
                                                          March 31,
                                                     ------------------
   (In Thousands)                                       2000      1999
   ------------------------------------------------   -------   -------
   Gain on Sale of Loan and Lease Sales - Non-Cash:
     Nonconforming Residential Loan Securitizations   $15,441   $19,324

   Gain on Sale of Loan and Lease Sales - Cash:
     Equipment Lease Securitizations                    7,380     6,914
     Conforming Residential Whole Loan Sales              116       699
     Nonconforming Residential Whole Loan Sales             -       174
     Other Loan Sales                                     202       193
                                                      -------   -------
                                                        7,698     7,980
                                                      -------   -------
                                                      $23,139   $27,304
                                                      =======   =======

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

o  Provident's  Commercial  Banking  business  line  from  time to time
   acquires  equity  warrants as a part of the  lending  fee  structure
   established  with  customers.  Warrant gains  increased $1.0 million
   during the first quarter of 2000.

o  Other income decreased $1.3 million during the first quarter of 2000
   as  decreases  in gains from the sale of  equipment  lease  residual
   assets and trading  account  income more than offset the increase in
   income from investments in partnerships.

                                  22
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Noninterest Expense
-------------------

The following  table details the components of noninterest  expense and
their change for the first quarters of 2000 and 1999:

                                             Three Months Ended
                                                  March 31,
                                            -------------------    Pctg
(Dollars in Thousands)                         2000       1999    Change
-----------------------------------------   --------   --------   ------
Salaries, Wages and Benefits                $ 40,370   $ 36,885      9.4%
Charges and Fees                               4,747      3,884     22.2
Occupancy                                      5,008      4,605      8.8
Depreciation on Operating Lease Equipment      6,285      4,725     33.0
Equipment Expense                              6,236      5,532     12.7
Professional Services                          5,033      4,024     25.1
Other                                         16,043     16,504     (2.8)
                                            --------   --------
  Noninterest Expense Before Merger and
   Restructuring Charges                      83,722     76,159      9.9
Merger and Restructuring Charges              39,300      4,200    835.7
                                            --------   --------
 Total Noninterest Expense                  $123,022   $ 80,359     53.1
                                            ========   ========

Noninterest  expense before merger and restructuring  charges increased
$7.6 million,  or 10%, from the prior year first quarter.  Explanations
for significant changes in noninterest expense by category follow:

o  Salaries, wages and benefits increased $3.5 million during the first
   quarter  of 2000 as  compared  to the  first  quarter  of 1999.  The
   increase was due primarily to expansion in the Mortgage  Banking and
   Commercial Banking business lines.

o  Charges and fees  increased  $.9 million due  primarily to increased
   goodwill amortization expense.

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

o  Equipment expense  increased $.7 million due to higher  depreciation
   expense related to technology investments, branches and ATMs.

o  Professional fees increased $1.0 million as a result of higher legal
   and temporary  employment  services and  miscellaneous  professional
   fees.

o  Significant  items  within other  noninterest  expense for the first
   quarter of 2000  include  franchise  tax  expense  of $2.7  million,
   travel  expense of $1.8  million and  communication  expense of $1.6
   million.

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

o  Merger and  restructuring  charges  during the first quarter of 2000
   relate to the acquisition of Fidelity  Financial of Ohio, Inc. which
   was completed on February 4, 2000,  and other  post-merger  business
   line  restructuring  charges.  The first  quarter of 1999 merger and
   restructuring charges relate to the merger of Fidelity Financial and
   Glenway  Financial  Corporation  which was completed March 19, 1999.
   Additional  details of these  charges are  provided in Note 3 of the
   "Notes to Consolidated Financial Statements" section of this report.

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

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

Federal funds sold and reverse  repurchase  agreements  decreased $84.0
million  since  December  31,  1999.  The amount of federal  funds sold
changes  daily as cash is  managed  to meet  reserve  requirements  and
customer  needs.  After funds have been  allocated  to meet lending and
investment  requirements,  any remainder is placed in overnight federal
funds.

Securities  purchased  with the intention of being held for  indefinite
periods of time are classified as investment  securities  available for
sale. These securities  increased $1.6 billion during the first quarter
of 2000.  Mortgage-backed securities accounted for approximately 80% of
the increase.  Funds obtained from deposit growth, increased borrowings
and  proceeds  from the sale of loans  were  deployed  into  investment
securities  with higher  credit  quality,  increased  liquidity  and an
improved  interest  rate  risk  profile.  Cash  flows  from  the  newly
purchased securities will be systematically  redeployed to fund ongoing
loan growth.

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

As of March 31, 2000 total loans and leases were $6.7 billion  compared
to $7.0 billion at December 31, 1999.  Provident has an additional $6.4
billion and $5.9  billion of  off-balance  sheet loans and leases as of
March  31,  2000  and  December  31,  1999,   respectively.   For  more
information  concerning these off-balance  sheet loans and leases,  see
"Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations - Asset Securitization Activity".

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

The  following  table  shows the  composition  of the  commercial  loan
category by industry type at March 31, 2000:

                                                     Amount on
(Dollars in Millions)              Amount       %   Nonaccrual
--------------------------------   --------   ---   ----------
Manufacturing                      $  874.2    21        $13.6
Service Industries                    813.8    19         24.2
Real Estate Operators/Investment      397.5    10          0.3
Retail Trade                          378.1     9          1.2
Finance & Insurance                   349.4     8          0.6
Transportation/Utilities              308.6     7          0.7
Wholesale Trade                       282.1     7          2.0
Automobile Dealers                    178.6     4            -
Construction                          149.6     4          0.8
Other                                 448.9    11          2.9
                                   --------   ---        -----
   Total                           $4,180.8   100        $46.3
                                   ========   ===        =====


The  composition  of the  commercial  mortgage  and  construction  loan
categories by property type at March 31, 2000 follows:

                                                Amount on
(Dollars in Millions)           Amount    %    Nonaccrual
---------------------------     ------   ---   ----------
Residential Development         $306.3    26         $0.6
Office/Warehouse                 223.0    19            -
Shopping/Retail                  182.2    16          0.3
Apartments                       137.4    12            -
Land                              58.1     5          0.2
Hotels/Motels                     42.8     4            -
Industrial Plants                 33.7     3            -
Auto Sales and Service            26.5     2            -
Health Facilities                 13.6     1            -
Churches                          12.9     -            -
Other Commercial Properties      138.7    12          0.6
                              --------   ---         ----
   Total                      $1,175.2   100         $1.7
                              ========   ===         ====

The  following  table shows the  composition  of the  installment  loan
category by loan type at March 31, 2000:

(Dollars in Millions)           Amount    %
-----------------------------   ------   ---
Indirect Installment            $242.3    45
Home Equity                      148.4    27
Direct Installment                73.3    13
Credit Card                       63.4    12
Other Consumer Loans              16.9     3
                                ------   ---
   Total                        $544.3   100
                                ======   ===

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

Receivables from Securitization Trusts
--------------------------------------

Since March 1998, Provident has provided for credit enhancements to its
securitizations in the form of cash reserve accounts that are funded at
closing.   Generally,  the  cash  reserve  accounts,   referred  to  as
"Receivables from  Securitization  Trusts" on the Consolidated  Balance
Sheets, are deposited at Provident.  Credit losses,  with the exception
of credit card loans, are absorbed directly into these receivables from
securitization  trusts.  The  remaining  funds  not used to cover  such
losses are returned to Provident  over the term of the  securitization.
Receivables  from  securitization  trusts of credit  card loans  absorb
losses only in the event that the interest  spreads are insufficient to
cover such  credit  losses.  Provident  estimates  the amount of credit
losses based upon loan credit grades, collateral, market conditions and
other pertinent  factors.  Assumptions  used to calculate the estimated
credit losses are provided in "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations - Asset  Securitization
Activity". Detail of the March 31, 2000 receivables from securitization
trusts, net of loss estimates follows:

                                    Receivables                   Receivables
                                       from                          Net of
                                   Securitization       Loss          Loss
(In Thousands)                        Trusts        Estimates(1)   Estimates
--------------------------------   --------------   ------------    ---------
 Nonconforming Residential Loans        $ 423,890     $ (92,251)   $ 331,639
 Equipment Leases                          54,900       (17,861)      37,039
 Credit Card Loans                         28,732             -       28,732
 Prime Home Equity Loans                   20,982        (1,173)      19,809
                                        ---------     ---------    ---------
                                        $ 528,504     $(111,285)   $ 417,219
                                        =========     =========    =========

(1) See  "Management's  Discussion and Analysis of Financial  Condition
    and Results of Operations - Asset  Securitization  Activities"  for
    additional  estimates  established  and an overall  analysis of the
    credit quality of off-balance sheet loans and leases.

Deposits
--------

Noninterest  bearing deposits  increased $46.3 million during the first
quarter of 2000.  As noted above,  the cash reserve  accounts,  used as
credit  enhancements for its  securitizations,  are generally deposited
into noninterest  bearing checking  accounts at Provident.  As of March
31, 2000 and  December 31, 1999,  these cash reserve  accounts  totaled
$507.8 million and $426.5 million, respectively.

Average  core  deposits  for  the  first  quarter  of  2000  grew at an
annualized  rate  of  12%  since  the  fourth  quarter  of  1999,  with
significant contribution coming from Provident Bank of Florida.

                                  26
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

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

Short-term  debt increased $.4 billion,  or 40%, to $1.4 billion during
the first three months of 2000.  The increase was due to an increase in
federal funds purchased and repurchase agreements.

Long-term  debt  increased $.5 billion,  or 48%, to $1.4 billion during
the first  quarter of 2000.  The  increase is  primarily  the result of
increases in Federal Home Loan Bank advances.

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

Total  shareholders'  equity  at  March  31,  2000 was  $927.7  million
compared to $926.2  million at  December  31,  1999.  The change in the
equity balance primarily  relates to net income exceeding  dividends by
$4.9 million, funds of $2.0 million received from the exercise of stock
options and a decrease  in the market  value of  investment  securities
classified  as  available  for sale of $7.6  million  (net of  deferred
income taxes).

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

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

<TABLE>
<CAPTION>
                                                 Three Months Ended      Year Ended
                                                   March 31, 2000     December 31, 1999
                                                 ------------------   -----------------
<S>                                                          <C>                  <C>
Average Shareholders' Equity to Average Assets                7.97%                8.28%
Dividend Payout to Net Earnings                              71.05                27.10
Dividend Payout to Operating Earnings                        27.22                26.62
Tier 1 Leverage Ratio                                         9.78                10.87
Tier 1 Capital to Risk-Weighted Assets                        9.29                 9.97
Total Risk-Based Capital To Risk-Weighted Assets             10.83                11.98
</TABLE>

Capital expenditures planned by Provident for building improvements and
furniture  and  equipment  in  2000  are  currently   estimated  to  be
approximately  $33  million.  Included  in this  amount  are  projected
capital  expenditures for the purchase of data processing  hardware and
software,  facility  renovations,  branch  additions,  renovations  and
enhancements,  and ATMs.  Through  March  31,  2000,  approximately  $6
million of these expenditures had been made.

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

During the first  quarter of 2000,  Provident  granted  options for the
purchase of 750,000  shares of Provident  Common Stock to all Provident
associates.  This grant was in addition to  Provident's  regular  stock
option grants to officers and directors.  Total options  granted during
the first  three  months of 2000 were for the  purchase  of 1.7 million
shares. The options have exercise prices ranging from $26.68 to $28.09.

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

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

Provident  securitizes  and  sells  many of the  loans  and  leases  it
originates.   Loan  sales  through  securitizations  provide  Provident
immediate  cash flows to fund  additional  loan  originations,  provide
future  cash  flows  generated  by the  payment  differentials  between
interest paid by the borrowers and interest  remitted to the investors,
and enhance current  operating  profits from gain on sale  recognition.
The following discusses the impact which asset securitization  activity
had on the  Consolidated  Statements  of Income,  Consolidated  Balance
Sheets and the credit quality of the securitized loans and leases.

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

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

                                     Three Months Ended March 31,
                              -----------------------------------------
                                      2000                  1999
                              -------------------   -------------------
(In Thousands)                Principal      Gain   Principal      Gain
---------------------------   --------   --------   --------   --------
Non-Cash Gains:
  Nonconforming Residential   $515,000   $ 15,441   $515,000   $ 19,324
Cash Gains:
  Equipment Leases             167,780      7,380    115,000      6,914
Non-Recognition of Gains:
  Automobile Leases             98,244          -          -          -
                              --------   --------   --------   --------
Total Securitizations         $781,024   $ 22,821   $630,000   $ 26,238
                              ========   ========   ========   ========

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

1. An amortization  schedule is created for the loan portfolio based on
   each loan's maturity, rate and balance.
2. The  amortization  schedule is  adjusted  using a  prepayment  speed
   curve. The prepayment curve estimates the actual timing of principal
   payments by the  borrowers.
3. The net spread is  calculated  on the loan  portfolio  by taking the
   cash inflows (loan  portfolio  yield and  prepayment  penalties) and
   reducing  it by the cash  outflows  (bond  yield paid to  investors,
   servicing fees and other fees).  Prepayments reduce the average life
   of the portfolio,  which in turn reduces the net spread collected by
   Provident.

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

4. The  present  value of the net spread is  calculated  by  applying a
   discount   rate   indicative  of  the  risk   associated   with  the
   transaction.
   o  In pre-1998 credit enhancement structures, the net spread is used
      to  create  excess   collateral  as  credit  support.   In  these
      transactions,  cash flow to Provident is delayed until the target
      over-collateralization is met and cash is released. This delay in
      cash receipts reduces the present value.
   o  Beginning  with the  March  1998  securitization,  Provident  has
      provided  credit  enhancement  in the  form  of an  upfront  cash
      reserve account.  Therefore  Provident does not experience delays
      in cash  receipts.  The net  spread  is not  subordinated  to the
      losses.  Losses are absorbed directly in the cash reserve account
      instead of reducing the net spread.  In addition the cash reserve
      account is placed in a noninterest  bearing  checking  account at
      Provident,  whereby no cash outlay is  experienced in the funding
      of the account.
5. The gain is calculated by taking the present value of the net spread
   on a relative  fair value basis and reducing it by the present value
   of the expected credit losses, underwriting expenses, accounting and
   legal fees and deferred expenses paid to originate the loans.

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

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

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

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

<TABLE>
<CAPTION>

                              Year 2000
                           Securitizations             Weighted Average of All Securitizations
                           ---------------   ----------------------------------------------------------
                            Nonconforming    Nonconforming      Prime      Credit   Equipment    Auto
                             Residential      Residential    Home Equity   Cards     Leasing    Leasing
                           --------------    -------------   -----------   ------   ---------   -------
<S>                            <C>              <C>           <C>          <C>          <C>       <C>
 Assumptions Used:
 Prepayment Speed(1):
  Initial Rate                     13.58%           12.20%        10.00%     n/a         n/a       n/a
  Peak Rate                        35.00%           32.62%        30.00%     n/a         n/a       n/a
   Calculated Weighted
    Average Life of the
    Loan Portfolios            2.4 Years        2.7 Years     2.1 Years      n/a         n/a       n/a
 Estimated Credit Losses
  Losses(2):
   Annual Basis                     1.12%            1.08%         0.19%    5.40%       1.00%     0.50%
   Percentage of
    Original Balance                2.70%            2.94%         0.41%     n/a        1.97%      n/a
 Discount Rate                     12.00%           11.86%        10.27%   12.00%       9.41%      n/a

<FN>
(1) Provident  applies  an annual  prepayment  model that  adjusts  the
    monthly   speeds  to   account   for   declining   loan   balances.
    Nonconforming   residential   loans  typically   experience  higher
    prepayment  speeds compared to conforming  loans. For nonconforming
    residential loans, Provident uses a prepayment curve that applies a
    10%  prepayment  rate to new loans (higher for seasoned  loans) and
    ramps up to 35% after 12 months. Provident continues to use the 35%
    prepayment rate for the remainder of the portfolio life.
(2) Provident  applies a  cumulative  static  pool  approach  to credit
    losses.  Higher  prepayment speeds and shorter average lives do not
    alter the cumulative  credit loss assumption.  As a result,  higher
    prepayment speeds increase the annualized losses.
</FN>
</TABLE>

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

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

Provident  retains the servicing of the loans and leases it securitizes
and sells.  This servicing  activity was primarily  responsible for the
generation  of $11.8  million and $5.5 million in loan  servicing  fees
during the first three months of 2000 and 1999, respectively.

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

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

A summary of nonconforming residential loans originated by loan type as
of and for the  three-month  period  ended  March 31,  2000 and 1999 is
provided below:

                                        Three Months Ended March 31,
                                        ----------------------------
(In Thousands)                              2000              1999
-------------------------------------   ----------        ----------
Originations for the Period Ending:
 Fixed Rate, Fully Amortizing           $  226,895        $  171,650
 Fixed Rate, 15-Year Balloon Payments      115,408           105,459
                                        ----------        ----------
  Total Fixed Rate Loans                   342,303           277,109
 Adjustable, Six-Month LIBOR                 1,449             5,716
 Adjustable Rate, 3/27 Loans               154,930           183,827
 Adjustable Rate, 2/28 Loans                12,436            27,348
 Adjustable Rate, 5/25 Loans                   223                 -
                                        ----------        ----------
  Total Adjustable Rate Loans              169,038           216,891
                                        ----------        ----------
   Total Originations                   $  511,341        $  494,000
                                        ==========        ==========

Loans Outstanding as of:
 Fixed Rate, Fully Amortizing           $1,382,500        $  600,867
 Fixed Rate, 15-Year Balloon Payments      808,502           372,195
                                        ----------        ----------
  Total Fixed Rate Loans                 2,191,002           973,062
 Adjustable, Six-Month LIBOR                58,955           103,220
 Adjustable Rate, 3/27 Loans             1,396,362           888,218
 Adjustable Rate, 2/28 Loans               176,777           175,102
 Adjustable Rate, 5/25 Loans                 7,086             8,119
                                        ----------        ----------
  Total Adjustable Rate Loans            1,639,180         1,174,659
                                        ----------        ----------
   Total Outstanding                    $3,830,182        $2,147,721
                                        ==========        ==========

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

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

                                      Three Months Ended March 31,
                              --------------------------------------------
                                      2000                     1999
                              --------------------    --------------------
                                 As           As         As           As
(In Thousands)                Reported      Earned    Reported      Earned
---------------------------   --------    --------    --------    --------
Net Interest Income           $  7,832    $ 32,619    $  3,961    $ 20,965
Loan Loss Provision             (1,113)     (7,234)     (1,850)     (6,576)
                              --------    --------    --------    --------
  Net Interest Income After
   Loan Loss Provision           6,719      25,385       2,111      14,389
Noninterest Income              23,420       5,298      25,835       4,918
Noninterest Expense            (15,434)    (15,434)    (13,951)    (13,951)
                              --------    --------    --------    --------
  Income Before Taxes           14,705      15,249      13,995       5,356
Income Taxes                    (5,147)     (5,337)     (4,898)     (1,875)
                              --------    --------    --------    --------
  Net Income                  $  9,558    $  9,912    $  9,097    $  3,481
                              ========    ========    ========    ========

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

                                              Three Months Ended March 31,
                                              ----------------------------
(In Thousands)                                  2000                1999
-------------------------------------------   --------            --------
Cash Inflows:
  Net Interest Income                         $ 38,328            $ 26,261
  Loan Servicing Fees                            4,180               1,925
                                              --------            --------
    Total Cash Inflows                          42,508              28,186
Cash Outflows:
  Loan Acquisition and Securitization Costs     17,253              18,889
  Cash Operating Expenses                       14,730              13,247
  Credit Losses                                  5,452               4,870
  Servicer Advances                              3,799               2,186
  Taxes                                         (3,324)              8,799
                                              --------            --------
    Total Cash Outflows                         37,910              47,991
                                              --------            --------
Net Cash Flows                                $  4,598            ($19,805)
                                              ========            ========

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

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

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

                                    March 31,
                            -----------------------
(In Thousands)                  2000         1999
-------------------------   ----------   ----------
Nonconforming Residential   $3,736,182   $2,079,653
Auto Leases                  1,417,332      616,902
Equipment Leases               434,715      298,991
Prime Home Equity              384,769      286,717
Credit Card                    230,000            -
Warehouse                      186,200      365,919
                            ----------   ----------
                            $6,389,198   $3,648,182
                            ==========   ==========

In connection with the recognition of non-cash gains, the present value
of future cash flows,  referred to as retained  interest in securitized
assets   ("RISA"),   are  recorded  as  assets  within  the  investment
securities line item of the consolidated balance sheets.  Components of
the RISA as of March 31, 2000 follow:

                                            Nonconforming      Prime
(In Thousands)                              Residential     Home Equity
-----------------------------------------   -------------   -----------
Estimated Cash Flows of Underlying Loans,
 Net of Payments to Certificate Holders         $ 523,951     $  29,335
Less:
  Estimated Credit Loss (1)                       (16,184)         (338)
  Servicing and Insurance Expense                 (57,989)       (3,957)
  Discount to Present Value                       (66,258)       (2,652)
                                                ---------     ---------
Carrying Value of Retained Interest in
  Securitized Assets                            $ 383,520     $  22,388
                                                =========     =========

(1) Only the  pre-1998  securitizations  provide for  estimated  credit
    losses  within  the cash  flows  of the  RISA.  Information  on all
    estimated   credit   losses  is  presented  in  the   "Management's
    Discussion  and  Analysis  of  Financial  Condition  and Results of
    Operations  - Credit  Quality of  Securitized  Assets"  immediately
    following this table.

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

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

The  following  table  presents a summary of various  indicators of the
credit quality of off-balance  sheet loans and leases as of and for the
three months ended March 31, 2000:
<TABLE>
<CAPTION>

(Dollars in                Nonconforming      Prime Home      Equipment      Auto        Credit    Warehouse
 Thousands)                Residential(1)      Equity(1)      Leases(1)    Leases(2)    Cards(2)      (2)
------------------------   --------------     ----------      ---------   ----------   ---------   ---------
<S>                           <C>              <C>            <C>         <C>           <C>         <C>
For the Three Months
 Ended March 31, 2000:
 Average Securitized
  Assets                      $3,454,944       $391,422       $335,287    $1,372,422    $230,000    $211,233
 Net Charge-Offs                   4,519            638          1,680         1,468       4,174           -
 Net Charge-Offs
  to Average Securitized
  Assets (Annualized)               0.52%          0.65%          2.00%         0.43%       7.26%       0.00%
As of March 31, 2000:
 Securitized Assets           $3,736,182       $384,769       $434,715    $1,417,332    $230,000    $186,200
 Estimated Credit
  Losses Provided For            108,435          1,511         17,861           n/a         n/a         n/a
 Estimated Credit
  Losses to Period-End
  Securitized Assets                2.90%          0.39%          4.11%          n/a         n/a         n/a
 Estimated Credit
  Loss Rates:
  Annual Basis                      1.08%          0.19%          1.00%         0.50%       5.40%       0.10%
  Percentage of
   Original Balance                 2.94%          0.41%          1.97%          n/a         n/a         n/a
 Delinquency Rates:
  30 to 89 Days                     2.14%          0.47%          1.13%         0.16%       2.19%       7.06%
  90 or More                        5.75%          0.21%          0.77%         0.02%       1.27%       6.81%
<FN>
(1) Estimates for credit  losses on  nonconforming  residential  loans,
    prime home equity loans and equipment  leases are determined at the
    time of sale.  The  estimated  credit  loss  balance  for  pre-1998
    securitizations  are contained within the RISA. Since the beginning
    of 1998,  Provident  has  provided for credit  enhancements  to its
    securitizations  in the  form of cash  reserve  accounts  that  are
    funded at closing.  Generally, the cash reserve accounts,  referred
    to as "Receivables from Securitization  Trusts" on the Consolidated
    Balance  Sheets,  are  deposited at  Provident.  Credit  losses are
    absorbed  directly against these  receivables  from  securitization
    trusts.  The  remaining  funds not used to cover  such  losses  are
    returned  to  Provident  over  the  term  of  the   securitization.
    Provident  estimates  the amount of credit  losses  based upon loan
    credit grades,  collateral,  market  conditions and other pertinent
    factors.  Detail of the receivables from  securitization  trusts is
    provided in  "Management's  Discussion  and  Analysis of  Financial
    Condition   and   Results  of   Operations   -   Receivables   from
    Securitization Trusts and Other Assets".

(2) Estimates  for credit losses on revolving  structures  such as auto
    leases,   credit  cards  and  warehouse   loans  are  provided  for
    throughout the life of the  securitization.  The loss estimates are
    accrued monthly  increasing the estimate,  while the charge-offs of
    uncollectible balances reduce the estimate.
</FN>
</TABLE>

                                  34
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

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

In the normal  course of business,  Provident  uses  various  financial
instruments  with  off-balance  sheet risk to manage its interest  rate
risk and to meet the  financing  needs of its  customers.  At March 31,
2000, these off-balance sheet instruments  consisted of standby letters
of credit of $121 million, commitments to extend credit of $2.1 billion
and interest rate swaps with a notional amount of $5.2 billion.

LIQUIDITY
---------

Adequate liquidity is necessary to meet the borrowing needs and deposit
withdrawal requirements of customers as well as to satisfy liabilities,
fund  operations  and support asset  growth.  Provident has a number of
sources to provide for liquidity needs.  First,  liquidity needs can be
met by the liquid  assets on its balance  sheet such as cash,  deposits
with  other  banks  and  federal  funds  sold.  Additional  sources  of
liquidity  include the sale of  investment  securities  and the sale of
corporate and consumer  loans and leases.  Another source for providing
liquidity is the generation of new deposits.  Provident may also borrow
both short-term and long-term  funds.  Provident has an additional $1.2
billion  available  for  borrowing  under  a $1.5  billion  bank  notes
program.  Approximately  $330  million of  long-term  debt is due to be
repaid during the remainder of 2000.

The major source of liquidity for  Provident on a parent-only  basis is
dividends paid to it by its  subsidiaries.  Pursuant to Federal Reserve
and  state  banking  regulations,  the  maximum  amount  available  for
dividend  distribution  to the Parent at March 31,  2000 by its banking
subsidiaries  was  approximately  $179.8  million.  The  Parent has not
received any  dividends  from its  subsidiaries  during the first three
months of 2000.

At March 31,  2000 the Parent had not drawn any of its $200  million in
general purpose lines of credit with unaffiliated  banks.  Additionally
the Parent had approximately  $122.4 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
component  of market risk is the risk of loss in the value of financial
instruments that may result from the changes in interest rates. ALCO is
bound to  guidelines  stated in the relevant  policies  approved by the
Board of Directors.

                                  35
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

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

Provident  uses an earnings  simulation  model to analyze net  interest
income   sensitivity   to  movements  in  interest   rates.   Given  an
instantaneous  and permanent change in the pricing of all interest rate
sensitive   assets,   liabilities  and   off-balance   sheet  financial
agreements  of  Provident,  net  interest  income  would  change by the
following over the next 12-month period: increase 0.58% for a 100 basis
point decrease; increase 1.13% for a 200 basis point decrease; decrease
0.58% for a 100 basis  point  increase;  and  decrease  1.19% for a 200
basis point increase.  The effects of these interest rate  fluctuations
are  considered  worst case  scenarios,  as the analysis  does not give
consideration  to any management of the new interest rate  environment.
These tests are performed on a monthly basis and the results, which are
in compliance with policy, are presented to the Board of Directors.

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


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 2. Changes in Securities and Use of Proceeds
-------------------------------------------------

On January 25,  2000  Registrant  issued  10,514  common  shares to Ken
Hanauer,  a  former  executive  officer  of OHSL  Financial  Corp.  The
issuance,  made in connection with the exercise of stock options having
an  exercise  price  of  $9.16  per  common  share,   was  exempt  from
registration under the Securities Act of 1933 pursuant to Section 4(2).

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

Registrant's annual meeting of shareholders was held on April 25, 2000.
Proxies were  solicited  pursuant to Regulation 14 under the Securities
Exchange  Act of 1934 and the  following  matters  were  voted upon and
approved by the shareholders as indicated below.

                                         Votes         Votes
                                          For         Withheld
                                       ----------     --------
Election of the following directors:
(a) Jack M. Cook                       43,807,412      157,699
(b) Thomas D. Grote, Jr.               43,850,890      114,221
(c) Robert L. Hoverson                 43,806,927      158,184
(d) Philip R. Myers                    43,837,705      127,406
(e) Joseph A. Pedoto                   43,853,783      111,328
(f) Sidney A. Peerless                 43,804,349      160,762
(g) Joseph A. Steger                   43,804,098      161,013

                             Votes        Votes                   Broker
                              For        Against    Abstained    Non-Votes
                           ---------   ----------   ---------    ---------
Preparation of Corporate
  Strategic Plan Report    1,928,418   37,062,345     375,437    4,598,911


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

(a)  Exhibits filed:
       Exhibit 27.1 - Financial Data Schedule for March 31, 2000
       Exhibit 27.2 - Restated Financial Data Schedule for
                      March 31, 1999

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

                                  37
<PAGE>
            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES


                               SIGNATURE

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

                                        Provident Financial Group, Inc.
                                        -------------------------------
                                                   Registrant


Date:  May 12, 2000                        \s\ Christopher J. Carey
                                        -------------------------------
                                              Christopher J. Carey
                                          Executive Vice President and
                                             Chief Financial Officer

                                  38
<PAGE>