<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                        ---------------
                           FORM 10-K
(Mark One)

/X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended June 30, 1997

/ /     TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                to
                               --------------    --------------

                        COMMISSION FILE NUMBER 0-24948
                              PVF CAPITAL CORP.
            ----------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     OHIO                                 34-1659805
         ----------------------------                  -------------------
         (STATE OR OTHER JURISDICTION                   (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

      25350 ROCKSIDE ROAD, BEDFORD HTS., OHIO                 44146
      ----------------------------------------           ----------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (216) 991-9600

Securities registered pursuant to Section 12(b) of the Act:  None
  Securities registered pursuant to Section 12(g) of the Act:

            COMMON STOCK (PAR VALUE $.01 PER SHARE)
            ---------------------------------------
                         Title of Class

Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The registrant's voting stock is listed on the National Association of
Securities Dealers Automated Quotation ("Nasdaq") System Small-Cap Market under
the symbol "PVFC."  The aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on the closing sales price of the
registrant's common stock as quoted on the Nasdaq System on September 5, 1997,
was $42,333,131.  For purposes of this calculation, it is assumed that
directors, executive officers and 5% stockholders of the registrant are
affiliates.  As of September 5, 1997, the registrant had 2,590,155 shares of
common stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

 1.  Portions of Annual Report to Stockholders for the Fiscal Year Ended June
30, 1997.  (Parts I, II and IV)

 2.  Portions of Proxy Statement for the 1997 Annual Meeting of Stockholders.
(Part III)

<PAGE>

                             PART I

ITEM 1.  BUSINESS

GENERAL

     PVF Capital Corp. ("PVF" or the "Company") announced the reorganization of
Park View Federal Savings Bank ("Park View Federal" or the "Bank") into the
holding company structure of ownership effective October 31, 1994.  On that
date, Park View Federal became a wholly owned subsidiary of PVF Capital Corp.,
and all issued and outstanding shares of common stock of the Bank were
converted on a three-for-two basis into shares of common stock of PVF Capital
Corp.  PVF owns and operates Park View Federal Savings Bank and PVF Service
Corporation ("PVFSC"), a real estate subsidiary, purchased by PVF from the Bank
during fiscal 1995.  Park View Federal is a federal stock savings bank
operating through nine offices located in Cleveland and surrounding
communities.  Park View Federal has operated continuously for 77 years, having
been founded as an Ohio chartered savings and loan association in 1920.  Its
deposits became federally insured in 1936.  The Bank became federally chartered
in 1950.  On December 30, 1992, the Bank completed its conversion from a
federally chartered mutual savings and loan association to a federally
chartered stock savings bank (the "Conversion"), at which time it adopted its
present name, Park View Federal.  PVFSC was purchased by PVF to improve the
Bank's regulatory capital ratio's and for the purpose of conducting real estate
activities at the holding company level.  PVF Capital Corp's main office is
located at 2618 N. Moreland Boulevard, Cleveland, Ohio  44120 and its telephone
number is (216) 991-9600.

     The Bank's principal business consists of attracting deposits from the
general public and investing these funds primarily in loans secured by first
mortgages on real estate located in the Bank's market area, which consists of
Portage, Lake, Geauga, Cuyahoga, Summit, Stark, Medina and Lorain Counties in
Ohio.  Park View Federal emphasizes the origination of loans for the purchase
or construction of residential real estate, commercial real estate and multi-
family residential property and land loans.  To a lesser extent, the Bank
originates loans secured by second mortgages, including home equity lines of
credit and loans secured by savings deposits.

     The Bank derives its income principally from interest earned on loans and,
to a lesser extent, loan servicing and other fees, gains on the sale of loans
and mortgage-backed securities and interest earned on investments.  The Bank's
principal expenses are interest expense on deposits and borrowings and non-
interest expense such as compensation and employee benefits, office occupancy
expenses and other miscellaneous expenses.  Funds for these activities are
provided principally by deposits, repayments of outstanding loans, sales of
loans and mortgage-backed securities and operating revenues.  The business of
PVF consists primarily of the business of the Bank.

     Park View Federal is subject to examination and comprehensive regulation
by the Office of Thrift Supervision (the "OTS"), and the Bank's savings
deposits are insured up to applicable limits by the Savings Association
Insurance Fund (the "SAIF"), which is administered by the Federal Deposit
Insurance Corporation (the "FDIC").  The Bank is a member of and owns capital
stock in the Federal Home Loan Bank (the "FHLB") of Cincinnati, which is one of
12 regional banks in the FHLB System.  The Bank is further subject to
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") governing reserves to be maintained and certain other
matters.  See " -- Regulation."

                                      2

<PAGE>

MARKET AREA

     The Bank conducts its business through nine offices located in Cuyahoga,
Summit, Lake and Geauga Counties in Ohio, and its market area consists of
Portage, Lake, Geauga, Cuyahoga, Summit, Stark, Medina and Lorain Counties in
Ohio.  At June 30, 1997, over 98% of the Bank's net loan portfolio and over 98%
of the Bank's deposits were in the Bank's market area.  Park View Federal has
targeted business development efforts in suburban sectors of its market area,
such as Lake, Geauga, and Summit Counties, where demographic growth has been
stronger.

     The economy in the Cleveland area historically has been based on the
manufacture of durable goods.  Though manufacturing continues to remain an
important sector of the economy, diversification has occurred in recent years
with the growth of service, financial and wholesale and retail trade
industries.


LENDING ACTIVITIES

LOAN PORTFOLIO COMPOSITION

     The Bank's net loan portfolio, including mortgage-backed securities,
totalled $342.6 million at June 30, 1997, representing 91.8% of total assets at
such date.  It is the Bank's policy to concentrate its lending in its market
area.  Single-family residential loans comprise the largest group of loans,
amounting to $128.9 million, or 37.6% of the net loan portfolio at June 30,
1997. In addition, at June 30, 1997, construction loans totalled $82.6 million,
or 24.1% of the net loan portfolio.  At June 30, 1997, loans for the purchase
of commercial real estate amounted to $84.9 million, or 24.8% of the net loan
portfolio, at such date.  The Bank also had $31.1 million of multi-family
residential real estate loans and $32.0 million of land loans, most of the
latter consisting of loans to acquire land on which the borrowers intended to
construct single-family residences.  The Bank also had $16.9 million
outstanding in Home Equity Line of Credit loans.  The remainder of the loan
portfolio at June 30, 1997 consisted of $3.6 million in consumer loans, which
included $191,000 in mobile home loans, $615,000 in loans secured by savings
deposits, $34,000 in property improvement loans and $2.8 of other consumer
loans, which consist primarily of lines of credit and demand loans.  In
addition, mortgage-backed securities totaled $0.5 million at June 30, 1997.

                                      3

<PAGE>

     Set forth below is certain data relating to the composition of the Bank's
loan portfolio by type of loan on the dates indicated.  As of June 30, 1997,
the Bank had no concentrations of loans exceeding 10% of total loans other than
as disclosed below.

<TABLE>
<CAPTION>
                                                                          AT JUNE 30,
                                -------------------------------------------------------------------------------------------------
                                       1997               1996                1995                1994                1993
                                ------------------  -----------------   -----------------   ----------------    -----------------
                                 AMOUNT    PERCENT   AMOUNT   PERCENT   AMOUNT    PERCENT   AMOUNT   PERCENT    AMOUNT    PERCENT
                                --------   -------  --------  -------   -------   -------   -------  -------    -------   -------
                                                                   (DOLLARS IN THOUSANDS)
<S>                             <C>        <C>      <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>
Real estate loans:
  Single-family residential(1).  $128,908    37.62%  $109,687   36.84%  $ 98,203    38.56%  $ 79,901   37.93%   $ 79,031    48.08%
  Multi-family residential.....    31,090     9.07%    30,607   10.28%    39,531    15.52%    33,706   16.00%     16,647    10.13%
  Commercial...................    84,940    24.79%    72,543   24.36%    57,498    22.58%    53,347   25.33%     38,233    23.26%
  Home equity LOC..............    16,941     4.94%     8,749    2.94%     3,314     1.30%         0    0.00%          0     0.00%
  Construction.................    82,611    24.11%    76,725   25.77%    61,653    24.21%    53,774   25.53%     31,701    19.29%
  Land.........................    32,045     9.35%    30,686   10.31%    18,318     7.19%    16,488    7.83%     12,341     7.51%
Mortgage-backed  
  securities held for sale, net         0     0.00%     7,963    2.67%       989     0.39%         0    0.00%      3,006     1.83%
Mortgage-backed securities
  held to maturity.............       505     0.15%       629    0.21%     2,747     1.08%         0    0.00%          0     0.00%
Consumer loans:                                            43
  Property improvement.........        34     0.01%              0.01%        76     0.03%       103    0.05%        176     0.11%
  Passbook loans...............       615     0.18%       742    0.25%       999     0.39%       842    0.40%        666     0.41%
  Mobile home..................       191     0.06%       328    0.11%       519     0.20%       833    0.40%      1,386     0.84%
  Other........................     2,756     0.80%     1,244    0.42%       701     0.28%       486    0.23%        433     0.26%
                                 --------            --------           --------             -------             -------
                                  380,636   111.08%   339,946  114.16%   284,548   111.72%   239,480  113.70%    183,620   117.71%
                                 --------   -------  --------  -------   -------   -------   -------  -------    -------   -------

Less:                           
  Accrued interest receivable..     2,097     0.61%     1,709    0.57%     1,589     0.62%     1,083    0.51%        950     0.58%
  Deferred loan fees...........    (1,733)   -0.51%    (2,098)  -0.70%    (1,811)   -0.71%    (1,583)  -0.75%       (942)   -0.57%
  Unearned discount............       (48)   -0.01%      (165)  -0.06%      (336)   -0.13%      (347)  -0.16%       (272)   -0.17%
  Undisbursed discount FHLMC MBS        0     0.00%      (158)  -0.05%        (2)    0.00%         0   -0.00%          0     0.00%
  Unrealized loss FHLMC MBS....         0     0.00%      (234)  -0.08%         0     0.00%         0   -0.00%          0     0.00%
  Undisbursed portion
    of loan proceeds...........   (35,653)  -10.41%   (38,649)  12.98%   (26,891)  -10.56%   (25,058) -11.90%    (16,244)   -9.88%
  Market valuation reserve.....         0     0.00%       (13)  -0.00%         0     0.00%      (871)  -0.41%          0     0.00%
  Allowance for possible
    loan losses................    (2,675)   -0.76%    (2,565)  -0.86%    (2,402)   -0.94%    (2,075)  -0.99%     (2,738)   -1.67%
                                 --------            --------           --------             -------             -------
    Total other items..........   (38,012)  -11.08%   (42,173)  14.16%   (29,853)  -11.72%   (28,851) -13.70%    (19,246)  -11.71%
                                 --------            --------           --------             -------             -------
  Total loans and                 
    mortgage-backed securities.  $342,624   100.00%  $297,773  100.00%  $254,695   100.00%  $210,629  100.00%   $164,374   100.00%
                                 --------   -------  --------  -------   -------   -------   -------  -------    -------   -------
                                 --------   -------  --------  -------   -------   -------   -------  -------    -------   -------

</TABLE>
-------------------------
(1)  Includes loans held for sale in the amounts of $0.7 million, $11.2 million,
     $4.5 million, $4.0 million, and $4.9 million at June 30, 1997, 1996, 1995,
     1994 and 1993 respectively.

                                      4

<PAGE>

     The following table presents at June 30, 1997 the amounts of loan
principal repayments scheduled to be received by the Bank during the periods
shown based upon the time remaining before contractual maturity.  Loans with
adjustable rates are reported as due in the year in which they reprice.  Demand
loans, loans having no schedule of repayments and no stated maturity and
overdrafts are reported as due in one year or less.  The table below does not
include any estimate of prepayments which significantly shorten the average
life of all mortgage loans and may cause the Bank's actual repayment experience
to differ from that shown below.

<TABLE>
<CAPTION>
                                 DUE DURING     DUE ONE      DUE THREE     DUE FIVE      DUE 10
                                  THE YEAR   THROUGH THREE  THROUGH FIVE  THROUGH 10    THROUGH 20   DUE 20 YEARS
                                   ENDING     YEARS AFTER   YEARS AFTER   YEARS AFTER  YEARS AFTER  OR MORE AFTER
                                  JUNE 30,      JUNE 30,      JUNE 30,     JUNE 30,      JUNE 30,      JUNE 30,
                                    1998          1997          1997         1997         1997          1997
                                ----------  -------------  ------------  -----------  -----------  -------------
                                                             (IN THOUSANDS)
<S>                               <C>           <C>           <C>           <C>           <C>          <C>
Real estate mortgage loans.....   $174,189      $86,348       $52,907       $12,234       $8,041       $4,797

Consumer loans.................      3,295            7            78           159           57            0
                                  --------      -------       -------       -------       ------       ------
    Total                         $177,484      $86,355       $52,985       $12,393       $8,098       $4,797
                                  --------      -------       -------       -------       ------       ------
                                  --------      -------       -------       -------       ------       ------
</TABLE>

                                      5
<PAGE>

     The following table apportions the dollar amount of the loans due or
repricing after June 30, 1998 between those with predetermined interest rates
and those with adjustable interest rates.

<TABLE>
<CAPTION>
                                                      Floating or
                             Predetermined Rates    Adjustable Rates     Total
                             -------------------    ----------------     -----
                                                (In thousands)
<S>                                <C>                  <C>           <C>
Real estate mortgage loans...      $21,820              $142,507      $164,327
Consumer loans...............          301                     0           301
                                   -------              --------      --------
    Total....................      $22,121              $142,507      $164,628
                                   -------              --------      --------
                                   -------              --------      --------
</TABLE>

     Scheduled contractual principal repayments of loans and mortgage-backed
securities do not reflect the actual life of such assets.  The average life of
loans and mortgage-backed securities is substantially less than their
contractual terms because of prepayments.  In addition, due-on-sale clauses on
loans generally give the Bank the right to declare a conventional loan
immediately due and payable in the event, among other things, that the borrower
sells the real property subject to the mortgage and the loan is not repaid.
The average life of mortgage loans tends to increase, however, when current
mortgage loan rates are substantially higher than rates on existing mortgage
loans and, conversely, decreases when rates on existing mortgages are
substantially higher than current mortgage loan rates.

ORIGINATION, PURCHASE AND SALE OF LOANS

     The Bank generally has authority to originate and purchase loans secured
by real estate located throughout the United States.  Consistent with its
emphasis on being a community-oriented financial institution, the Bank
concentrates its lending activities in its market area.

     Residential real estate loans typically are originated through salaried
loan officers, while construction loans and commercial real estate loans are
originated through senior management officers.  Residential mortgage loan
originations are attributable to depositors, walk-in customers, advertising and
referrals from real estate brokers and developers.  Construction and commercial
real estate loan originations are attributable largely to the Bank's reputation
and its long-standing ties to builders in its market area.  All loan
applications are evaluated by the Bank's staff to ensure compliance with the
Bank's underwriting standards.  See "-- Loan Underwriting Policies."

     The Bank originates all fixed-rate, single-family mortgage loans in
conformity with FHLMC and FNMA guidelines so as to permit their being swapped
with the FHLMC or the FNMA in exchange for mortgage-backed securities secured
by such loans or their sale in the secondary market.  All such loans are sold
or swapped, as the case may be, with servicing retained, and are sold in
furtherance of the Bank's goal of better matching the maturities and interest
rate-sensitivity of its assets and liabilities.  The Bank generally retains
responsibility for collecting and remitting loan payments, inspecting the
properties, making certain insurance and tax payments on behalf of borrowers
and otherwise servicing the loans it sells or converts into mortgage-backed
securities, and receives a fee for performing these services.  Sales of loans
also provide funds for additional lending and other purposes.

     The following table shows total loan origination and sale activity during
the periods indicated.

<TABLE>
<CAPTION>
                                            Year Ended June 30,
                                        ----------------------------
                                         1997       1996      1995
                                         ----       ----      ----
                                              (In thousands)
<S>                                     <C>       <C>       <C>
Loans originated:
  Real estate:
    Residential and commercial (1)..... $ 81,707  $ 44,944  $ 40,030
    Construction.......................   88,936    90,899    72,752
    Land...............................   18,818    19,038    11,761
  Passbook loans.......................      435       410       747
  Other................................      467      1157       367
                                        --------  --------  --------
    Total loans originated............. $190,363  $156,448  $125,657
                                        --------  --------  --------
                                        --------  --------  --------
Loans refinanced....................... $ 16,193  $ 20,533  $ 17,043
                                        --------  --------  --------
                                        --------  --------  --------
Loans and mortgage-backed
  securities sold...................... $ 58,618  $ 48,435  $ 36,251
                                        --------  --------  --------
                                        --------  --------  --------
</TABLE>

---------------------
(1)  Includes single-family and multi-family residential and commercial loans.

                                      6

<PAGE>

LOAN UNDERWRITING POLICIES

     The Bank's lending activities are subject to the Bank's written, non-
discriminatory underwriting standards and to loan origination procedures
prescribed by the Bank's Board of Directors and its management.  Detailed loan
applications are obtained to determine the borrower's ability to repay, and the
more significant items on these applications are verified through the use of
credit reports, financial statements and confirmations.  Property valuations
are generally performed by an internal staff appraiser and by independent
outside appraisers approved by the Bank's Board of Directors.  The Bank's Loan
Underwriter has authority to approve all fixed-rate single-family residential
mortgage loans which meet FHLMC and FNMA underwriting guidelines and those
adjustable-rate single-family residential mortgage loans which meet the Bank's
underwriting standards and are in amounts of less than $400,000.  The Board of
Directors has established a Loan Committee comprised of the Chairman of the
Board, President, Senior Vice President, other management and an outside
director of the Bank.  This committee reviews all loans approved by the
underwriter and has the authority to approve adjustable rate single-family
residential loans up to $400,000 and construction and commercial real estate
loans up to $500,000.  All loans in excess of the above amounts must be
approved by the Board of Directors.  All loans secured by savings deposits can
be approved by lending officers based in the Bank's branch offices.

     It is the Bank's policy to have a mortgage creating a valid lien on real
estate and to generally obtain a title insurance policy which insures that the
property is free of prior encumbrances.  When a title insurance policy is not
obtained, an attorney's certificate is received.  Borrowers must also obtain
hazard insurance policies prior to closing and, when the property is in a flood
plain as designated by the Department of Housing and Urban Development, paid
flood insurance policies.  Most borrowers are also required to advance funds on
a monthly basis together with each payment of principal and interest to a
mortgage escrow account from which the Bank makes disbursements for items such
as real estate taxes and homeowners insurance.

     The Bank is permitted to lend up to 100% of the appraised value of the
real property securing a mortgage loan.  However, if the amount of a
residential loan originated or refinanced exceeds 90% of the appraised value,
the Bank is required by federal regulations to obtain private mortgage
insurance on that portion of the principal amount of the loan that exceeds 80%
of the appraised value of the property.  The Bank will make a single-family
residential mortgage loan with up to a 97% loan-to-value ratio if the required
private mortgage insurance is obtained.  The Bank generally limits the loan-to-
value ratio on multi-family and commercial real estate mortgages to 75%.

     Interest rates charged by the Bank on loans are affected principally by
competitive factors, the demand for such loans and the supply of funds
available for lending purposes and, in the case of fixed-rate, single-family
residential loans, rates established by the FHLMC and the FNMA.  These factors
are, in turn, affected by general economic conditions, monetary policies of the
federal government, including the Federal Reserve Board, legislative tax
policies and government budgetary matters.

     RESIDENTIAL REAL ESTATE LENDING.  The Bank historically has been and
continues to be an originator of single-family, residential real estate loans
in its market area.  The Bank currently originates fixed-rate, residential
mortgage loans in accordance with underwriting guidelines promulgated by the
FHLMC and the FNMA and adjustable-rate mortgage loans for terms of up to 30
years.  In addition, in accordance with FHLMC and FNMA guidelines, the Bank
offers 30-year loans with interest rates that adjust after five or seven years
to a rate which is 0.5% above the FHLMC 60 day delivery rate, at which point
the rate is fixed over the remaining 25 or 23 years of the loan, respectively.
At June 30, 1997, $128.9 million, or 37.6%, of the Bank's net loan and mortgage-
backed securities portfolio consisted of single-family, conventional mortgage
loans, of which approximately $114.7 million, or 89.0%, carried adjustable
interest rates.  Included in this amount are $3.5 million in second mortgage
loans.  Such loans are for terms of up to fifteen years and adjust annually to
a rate which is 3.75% above the treasury rate.  Any such loans having fixed
rates are loans originated by the Bank to be swapped with the FHLMC and the
FNMA in exchange for mortgage-backed securities or sold for cash in the
secondary market.

     The Bank offers adjustable-rate residential mortgage loans with interest
rates which adjust annually based upon changes in an index based on the weekly
average yield on United States Treasury securities adjusted 

                                      7

<PAGE>
to a constant comparable maturity of one year, as made available by the 
Federal Reserve Board (the "Treasury Rate"), plus a margin of 2.75%.  The 
amount of any increase or decrease in the interest rate is presently limited 
to 2% per year, with a limit of 6% over the life of the loan.  The 
adjustable-rate mortgage loans offered by the Bank, as well as many other 
savings institutions, provide for initial rates of interest below the rates 
which would prevail when the index used for repricing is applied.  However, 
the Bank underwrites the loan on the basis of the borrower's ability to pay 
at the rate which would be in effect without the discount.

     COMMERCIAL AND MULTI-FAMILY RESIDENTIAL REAL ESTATE LENDING.  The
commercial real estate loans originated by the Bank are primarily secured by
office buildings, shopping centers, warehouses and other income producing
commercial property.  The Bank's multi-family residential loans are primarily
secured by apartment buildings.  These loans are generally for a term of from
10 to 25 years with interest rates that adjust either annually or every three
years based upon changes in the Treasury Rate, plus a negotiated margin of
between 3.0% and 3.5%.  Commercial and multi-family residential real estate
loans amounted to $116.0 million, or 33.9%, of the total loan and mortgage-
backed securities portfolio at June 30, 1997.

     Commercial real estate lending entails significant additional risks as
compared with residential property lending.  Commercial real estate loans
typically involve large loan balances to single borrowers or groups of related
borrowers.  The payment experience on such loans typically is dependent on the
successful operation of the real estate project.  These risks can be
significantly impacted by supply and demand conditions in the market for office
and retail space, and, as such, may be subject to a greater extent to adverse
conditions in the economy.  To minimize these risks, Park View Federal
generally limits itself to its market area and to borrowers with which it has
substantial experience or who are otherwise well known to the Bank.  The Bank
obtains financial statements and personal guarantees from all principals
obtaining commercial real estate loans.

     CONSTRUCTION LOANS.  The Bank also offers residential and commercial
construction loans, with a substantial portion of such loans originated to date
being for the construction of owner-occupied, single-family dwellings in the
Bank's market area.  Residential construction loans are offered to selected
local developers to build single-family dwellings and to individuals building
their primary or secondary residence.  Generally, loans for the construction of
owner-occupied, single-family residential properties are originated in
connection with the permanent loan on the property and have a construction term
of six to 18 months.  Such loans are offered only on an adjustable rate basis.
Interest rates on residential construction loans made to the eventual occupant
are set at the prime rate plus 2%, and are fixed for the construction term.
Interest rates on residential construction loans to builders are set at the
prime rate plus 2%, and adjust quarterly.  Interest rates on commercial
construction loans float with a specified index, with construction terms
generally not exceeding 18 months.  Advances are generally paid directly to
subcontractor's and suppliers and are made on a percentage of completion basis.
At June 30, 1997, $82.6 million or 24.1%, of the Bank's total loan and mortgage-
backed securities portfolio consisted of construction loans, virtually all of
which were secured by single-family residences.

     Prior to making a commitment to fund a loan, the Bank requires both an
appraisal of the property by appraisers approved by the Board of Directors and
a study of the feasibility of the proposed project.  The Bank  also reviews and
inspects each project at the commencement of construction and prior to every
disbursement of funds during the term of the construction loan.

     Construction financing is generally considered to involve a higher degree
of risk of loss than long-term financing on improved, occupied real estate.
Risk of loss on a construction loan is dependent largely upon the accuracy of
the initial estimate of the property's value at completion of construction or
development and the estimated cost (including interest) of construction.
During the construction phase, a number of factors could result in delays and
cost overruns.  If the estimate of construction costs proves to be inaccurate,
the Bank may be required to advance funds beyond the amount originally
committed to permit completion of the development.  If the estimate of value
proves to be inaccurate, the Bank may be confronted, at or prior to the
maturity of the loan, with a project having a value which is insufficient to
assure full repayment.

     LAND LOANS.  The Bank originates loans to builders and developers for the
acquisition and/or development of vacant land.  The proceeds of the loan are
used to acquire the land and/or to make site 

                                      8
<PAGE>

improvements necessary to develop the land into saleable lots.  The Bank will 
not originate land loans to individuals wishing to speculate in the value of 
land, and limits such loans to borrowers who have agreed to begin development 
of the property within two years of the date of the loan.  The term of the 
loans are generally limited to two years.  Repayments are made on the loans 
as the developed lots are sold.

     Land development and acquisition loans involve significant additional
risks when compared with loans on existing residential properties.  These loans
typically involve large loan balances to single borrowers, and the payment
experience is dependent on the successful development of the land and the sale
of the lots.  These risks can be significantly impacted by supply and demand
conditions.  To minimize these risks, Park View Federal generally limits the
loans to builders and developers with whom it has substantial experience or who
are otherwise well-known to the Bank, and it obtains the financial statements
and personal guarantees of such builders and developers.  The Bank also
requires feasibility studies and market analyses to be performed with respect
to the project.  The amount of the loan is limited to the lesser of 80% of the
estimated gross sell out value or 100% of the discounted value.  If land is
being acquired, the amount of the loan to be used for such purposes is limited
to 75% of the cost of the land.  All of these loans originated are within the
Bank's market area.  The Bank had $32.0 million, or 9.4% of its net loan and
mortgage-backed securities portfolio, in land loans at June 30, 1997.

     HOME EQUITY LINE OF CREDIT LOANS.  The Bank originates loans secured by
mortgages on residential real estate.  Such loans are for terms of 5 years with
one 5 year review and renewal option followed by a balloon payment.  The rate
adjusts monthly to a rate ranging from the prime lending rate to prime plus
0.5%.  At June 30, 1997, the Bank had $16.9 million in home equity lines of
credit, which amounted to 4.9% of its net loan portfolio.

MORTGAGE BANKING ACTIVITY

     In addition to interest earned on loans, Park View Federal receives fees
for servicing loans which it had sold or swapped for mortgage-backed
securities.  During the year ended June 30, 1997, the Bank reported net loan
servicing fee income of $412,245, and was servicing $195.3 million of loans for
others.  The reduction in net servicing income is due primarily to the Bank's
adoption of FASB 125 whereby servicing rights are capitalized and amortized on
a level yield basis over the projected life of the underlying loans.  See note
5 of notes to Consolidated Financial Statements.  The Bank has been able to
keep delinquencies on loans serviced for others to a relatively low level of
below 1% of the aggregate outstanding balance of loans serviced as a result of
its policy to limit servicing to loans it originated and subsequently sold to
the FHLMC and the FNMA.  Because of the success the Bank has experienced in
this area and because it has data processing equipment that will allow it to
expand its portfolio of serviced loans without incurring significant
incremental expenses, the Bank intends in the future to augment its portfolio
of loans serviced by continuing to originate and either swap such fixed-rate,
single-family residential mortgage loans with the FHLMC and the FNMA in
exchange for mortgage-backed securities or sell such loans for cash, while
retaining servicing.

     On August 18, 1995, the Bank sold $146.0 million in FHLMC servicing to PVF
and recognized no gain due to the transaction being an intercompany sale.   PVF
then entered into an agreement with the Bank to service the underlying loans
for $8.00 per loan monthly.  PVF borrowed $1.2 million to finance the purchase
of this servicing.  The servicing income from these loans will provide
sufficient funds to pay both the servicing fee to the Bank and finance the debt
incurred for the purchase of the servicing.  At June 30, 1997 the Bank was
servicing $107.8 million in FHLMC loans for PVF.

     In addition to loan servicing fees, the Bank receives fees in connection 
with loan commitments and originations, loan modifications, late payments and 
changes of property ownership and for miscellaneous services related to its 
loans.  Loan origination fees are calculated as a percentage of the amount 
loaned.  The Bank typically receives fees of up to three points (one point 
being equivalent to 1% of the principal amount of the loan) in connection 
with the origination of fixed-rate and adjustable-rate residential mortgage 
loans.  All loan

                                      9

<PAGE>

origination fees are deferred and accreted into income over the contractual 
life of the loan according to the interest method of recognizing income. If a 
loan is prepaid, refinanced or sold, all remaining deferred fees with respect 
to such loan are taken into income at such time.

     Income from these activities varies from period to period with the 
volume and type of loans originated, sold and purchased, which in turn is 
dependent on prevailing mortgage interest rates and their effect on the 
demand for loans in the Bank's market area.

     At June 30, 1997 and June 30, 1996, the Bank had $710,000 and 
$11,204,000 of fixed rate single family mortgage loans available for sale. In 
connection with these activities the Bank establishes a mortgage banking 
reserve for market valuation losses. See Note 5 of Notes to Consolidated 
Financial Statements.

NON-PERFORMING LOANS AND OTHER PROBLEM ASSETS

     It is management's policy to continually monitor its loan portfolio to 
anticipate and address potential and actual delinquencies.  When a borrower 
fails to make a payment on a loan, the Bank takes immediate steps to have the 
delinquency cured and the loan restored to current status.  Loans which are 
delinquent 15 days incur a late fee of 5% of the scheduled principal and 
interest payment.  As a matter of policy, the Bank will contact the borrower 
after the loan has been delinquent 20 days.  The Bank orders a property 
inspection after a loan payment becomes 45 days past due.  If a delinquency 
exceeds 90 days in the case of a residential mortgage loan, 30 days in the 
case of a construction loan or 30-60 days for a loan on commercial real 
estate, the Bank will institute additional measures to enforce its remedies 
resulting from the loan's default, including, commencing foreclosure action.  
Loans which are delinquent 90 days or more generally are placed on 
non-accrual status, and formal legal proceedings are commenced to collect 
amounts owed.

     The following table sets forth information with respect to the Bank's 
non-performing loans and other problem assets at the dates indicated.  During 
the periods shown, the Bank had no material restructured loans within the 
meaning of SFAS No. 15 as amended by SFAS No. 114.

<TABLE>
<CAPTION>
                                                                     At June 30,
                                                ---------------------------------------------------
                                                  1997       1996       1995       1994       1993
                                                -------     ------     ------     ------     ------
                                                              (Dollars in thousands)
<S>                                              <C>        <C>        <C>        <C>        <C>
Non-accruing loans (1):
Real estate...................................   $4,097     $2,272     $3,497     $3,274     $1,846
  Consumer loans..............................       40         80        109        151        280
                                                 ------     ------     ------     ------     ------
    Total.....................................   $4,137     $2,352     $3,606     $3,425     $2,126
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
Accruing loans which are
  contractually past due 90
  days or more:
    Real estate...............................   $  476     $   95     $1,028     $  891     $  688
                                                 ------     ------     ------     ------     ------
      Total...................................   $  476     $   95     $1,028     $  891     $  688
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
    Total nonaccrual and 90 days
      past due loans..........................   $4,613     $2,447     $4,634     $4,316      $2,814
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
Ratio of non-performing loans to total loans
  and mortgage-backed securities..............     1.35%      0.82%      1.81%      2.05%       1.71%
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
Other non-performing assets (2)...............        0         53     $    0     $   20      $  521
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
Total non-performing assets...................   $4,613     $2,500     $4,634     $4,336      $3,335
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
Total non-performing assets to
  total assets................................     1.24%      0.75%      1.47%      1.82%       1.73%
                                                 ------     ------     ------     ------     ------
                                                 ------     ------     ------     ------     ------
</TABLE>
-------------------------
(1)  Non-accrual status denotes loans on which, in the opinion of management,
     the collection of additional interest is unlikely, or loans that meet the
     non-accrual criteria established by regulatory authorities.  A policy
     change to non-accruing loans effective with the fiscal year ending June
     30, 1994 provided for the non-accrual of all loans classified as
     substandard, doubtful, or loss and all loans greater than 90-days past due
     with a loan-to-value ratio greater than 65%.  Payments received on a non-
     accrual loan are either applied to the outstanding principal balance or
     recorded as interest income, depending on an assessment of the
     collectibility of the principal balance of the loan.
(2)  Other non-performing assets represent property acquired by the Bank
     through foreclosure or repossession.

                                      10

<PAGE>

     It is the Bank's policy to classify as non-accruing any loan where less
than the full required interest payment is made and to not record into income
such partial interest payments.  During the year ended June 30, 1997, gross
interest income of $310,000 would have been recorded on loans accounted for on
a non-accrual basis if such loans had been current throughout the period.  At
June 30, 1997, the Bank had no restructured loans.

     At June 30, 1997, non-accruing loans consisted of 41 loans totalling $4.1
million, and included 6 land loans in the amount of $1.7 million, 9
construction loans in the amount of $1.5 million, 21 conventional mortgage
loans aggregating $0.9 million and 5 consumer loans aggregating $40,000.  All
non-accruing consumer loans at June 30, 1997 were mobile home loans.
Management has reviewed its non-accruing loans and believes that the allowance
for loan losses is adequate.

     Real estate acquired by the Bank as a result of foreclosure is classified
as real estate owned until such time as it is sold.  At June 30, 1997, the Bank
had no real estate owned properties.

     ASSET CLASSIFICATION AND ALLOWANCE FOR LOAN LOSSES.  Federal regulations
require savings institutions to review their assets on a regular basis and to
classify them as "substandard," "doubtful" or "loss," if warranted.  Assets
classified as substandard or doubtful require the institution to establish
general allowances for loan losses.  If an asset or portion thereof is
classified loss, the insured institution must either establish specific
allowances for loan losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount.  An asset which does not currently
warrant classification but which possesses weaknesses or deficiencies deserving
close attention is required to be designated as "special mention."  The Bank
has established an Asset Classification Committee, which is comprised of the
Chairman of the Board, the Chief Financial Officer and senior employees of the
Bank.  The Asset Classification Committee meets quarterly to review the Bank's
loan portfolio and determine which loans should be placed on a "watch-list" of
potential problem loans which are considered to have more than normal credit
risk.  Currently, general loss allowances (up to 1.25% of risk-based assets)
established to cover possible losses related to assets classified substandard
or doubtful may be included in determining an institution's regulatory capital,
while specific valuation allowances for loan losses do not qualify as
regulatory capital.  See "Regulation -- Regulatory Capital Requirements."  OTS
examiners may disagree with the insured institution's classifications and
amounts reserved.  If an institution does not agree with an examiner's
classification of an asset, it may appeal this determination to the OTS.  At
June 30, 1997, total non-accrual and 90 days past due loans and other non-
performing assets were $4.6 million, of which amount approximately $3.9 million
were classified as follows: $3.85 million were classified as substandard;
$46,000 were classified as loss.  In addition, the Bank has determined that at
June 30, 1997, it had $3.85 million in assets classified as substandard,
$46,000 of assets classified as loss and $918,000 of assets designated as
special mention.  Special mention loans consisted of one performing
construction loan.  For additional information, see " -- Non-Performing Loans
and Other Problem Assets" and Note 4 of Notes to Consolidated Financial
Statements.

     In originating loans, the Bank recognizes that credit losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan.  It is management's policy to maintain an
adequate allowance for loan losses based on, among other things, the Bank's and
the industry's historical loan loss experience, evaluation of economic
conditions and regular reviews of delinquencies and loan portfolio quality.
The Bank increases its allowance for loan losses by charging provisions for
possible loan losses against the Bank's income.

     General allowances are made pursuant to management's assessment of risk 
in the Bank's loan portfolio as a whole.  Specific allowances are provided 
for individual loans when ultimate collection is considered questionable by 
management after reviewing the current status of loans which are 
contractually past due and considering the net realizable value of the 
security for the loan. Management continues to actively monitor the Bank's 
asset quality and to charge off loans against the allowance for loan losses 
when appropriate or to provide specific loss reserves when

                                      11


<PAGE>

necessary.  Although management believes it uses the best information 
available to make determinations with respect to the allowance for loan 
losses, future adjustments may be necessary if economic conditions differ 
substantially from the economic conditions in the assumptions used in making 
the initial determinations.

     The following table summarizes the activity in the allowance for loan
losses for the periods indicated.

<TABLE>
<CAPTION>
                                                       Year Ended June 30,
                                       -------------------------------------------------
                                        1997       1996       1995      1994       1993
                                       -------    -------    ------    ------    ------
                                                         (In thousands)
<S>                                     <C>       <C>        <C>       <C>        <C> 
Balance at beginning of year........... $2,565    $2,402     $2,075    $2,738     $2,949
                                        ------    ------     ------    ------     ------
Charge-offs:
  Mortgage loans.......................    174       241         77       140        334
  Consumer loans (1)...................     24        24         18        23         70
                                        ------    ------     ------    ------     ------
    Total charge-offs..................    198       265         95       163        404
                                        ------    ------     ------    ------     ------

Recoveries:
  Mortgage loans.......................    117         5          4         0          0
  Consumer loans (1)...................      4         6          2         0         25
                                        ------    ------     ------    ------     ------
    Total recoveries...................    121        11          6         0         25
                                        ------    ------     ------    ------     ------

Net charge-offs........................     77       254         89       163        379
                                        ------    ------     ------    ------     ------

Transfer to mortgage banking reserve...      0         0          0       500          0

Provision charged to income............    187       417        416         0        168
                                        ------    ------     ------    ------     ------

Balance at end of year................. $2,675    $2,565     $2,402    $2,075     $2,738
                                        ------    ------     ------    ------     ------
                                        ------    ------     ------    ------     ------

Ratio of net charge-offs during
  the year to average loans
  outstanding during the year..........    0.0%      0.0%       0.0%      0.1%       0.2%
                                        ------    ------     ------    ------     ------
                                        ------    ------     ------    ------     ------
</TABLE>
-------------------------
(1)  Consists primarily of mobile home loans.







                                      12


<PAGE>


          The following table sets forth the breakdown of the allowance for
loan losses by loan category at the dates indicated.  The allocation of the
allowance to each category is not necessarily indicative of future losses and
does not restrict the use of the allowance to absorb losses in any category.

<TABLE>
<CAPTION>




                                                                     At June 30,
                                   1997                    1996                       1995                   1994        
                           ---------------------    ---------------------  ----------------------   ---------------------  
<S>                               <C>               <C>     <C>              <C>      <C>              <C>     <C>            
                                  % of Loans in              % of Loans in            % of Loans in            % of Loans in  
                                   Category to               Category to              Category to              Category to    
                                   Total Net Loans           Total Net Loans          Total Net Loans          Total Net Loans
                           Amount  Outstanding       Amount  Outstanding      Amount  Outstanding      Amount  Outstanding    
                           ------  ---------------   ------  ---------------  ------  ---------------  ------  ---------------
                                                                 (Dollars in Thousands)
Mortgage Loans:                                                                                                           
 Single-family. . . . .   $  899      56.19%         $  977      53.49%       $  857      54.27%       $  743       50.34% 
 Multi-family . . . . .      291       9.00%            163      10.51%          295      15.36%          188       15.91% 
 Commercial . . . . . .      990      24.54%            968      24.71%          940      22.42%          636       25.03%  
 Land . . . . . . . . .      361       9.26%            210      10.52%          154       7.11%          168        7.75%  
 Unallocated. . . . . .        0       0.00%            123       0.00%            0       0.00%          109        0.00%  
                          ------                     ------                   ------     -------       ------               
  Total mortgage loans.   $2,541      98.99%         $2,441      99.23%       $2,246      99.16%       $1,844       99.03%  
                          ------      ------         ------      ------       ------     -------       ------       ------  
                          ------      ------         ------      ------       ------     -------       ------       ------  
Consumer loans (1). . .      134       1.01%            124       0.77%          156       0.84%          231        0.97%  
 Total allowance for      ------                     ------     -------       ------     -------       ------       ------  
  loan losses . . . . .   $2,675     100.00%         $2,565     100.00%       $2,402     100.00%       $2,075      100.00%  
                          ------      ------         ------      ------       ------     -------       ------       ------  
                          ------      ------         ------      ------       ------     -------       ------       ------  

                                  1993
                         ------------------------
                                   % of Loans in
                                   Category to    
                                   Total Net Loans
                          Amount   Outstanding    
                          ------   -------------  
                       
                       
Mortgage Loans:                
 Single-family. . . . .   $  137      58.47%      
 Multi-family . . . . .      363       9.91%      
 Commercial . . . . . .      619      22.90%      
 Land . . . . . . . . .       27       7.49%      
 Unallocated. . . . . .      959       0.00%      
                          ------                  
  Total mortgage loans.   $2,105      98.77%      
                          ------      ------      
                          ------      ------      
Consumer loans (1). . .      633       1.23%       
 Total allowance for      ------     -------     
  loan losses . . . . .   $2,738     100.00% 
                          ------      ------      
                          ------      ------      
--------------- 
(1)  Consists of property improvement loans and mobile home loans.

</TABLE>

                                      13

<PAGE>

INVESTMENT ACTIVITIES

     Park View Federal is required under federal regulations to maintain a 
minimum amount of liquid assets, which can be invested in specified 
short-term securities, and is also permitted to make certain other 
investments.  See "Regulation -- Liquidity Requirements".  Park View Federal 
maintains a liquidity portfolio well in excess of the amount required to 
satisfy regulatory requirements.  The Bank's liquidity ratio of 8.6% at June 
30, 1997 exceeded the 5% regulatory requirement.  Liquidity levels may be 
increased or decreased depending upon the yields on investment alternatives, 
management's judgment as to the attractiveness of the yields then available 
in relation to other opportunities, its expectations of the level of yield 
that will be available in the future and its projections as to the short-term 
demand for funds to be used in the Bank's loan origination and other 
activities.

     Park View Federal's investment policy currently allows for investment in 
various types of liquid assets, including United States Government and Agency 
securities, time deposits at the FHLB of Cincinnati, certificates of deposit 
or bankers' acceptances at other federally insured depository institutions 
and mortgage-backed securities.  The general objective of Park View Federal's 
investment policy is to maximize returns without compromising liquidity or 
creating undue credit or interest rate risk.  In accordance with the 
investment policy, at June 30, 1997, Park View Federal had investments in 
agency notes, federal funds sold, FHLB of Cincinnati stock and 
interest-bearing deposits in other financial institutions.

     In accordance with GAAP, the Bank reports its investments, other than 
marketable equity securities and investments available for sale, at cost as 
adjusted for discounts and unamortized premiums and only recognizes realized 
gains or losses in income.  The Bank's generally holds all investment 
securities until maturity.  Any FHLMC mortgage-backed securities created from 
loans originated by the Bank for sale will be designated available for sale. 
For additional information see Notes 1 and 2 of Notes to Consolidated 
Financial Statements.

     At present, management is not aware of any conditions or circumstances 
which could impair its ability to hold its remaining investment securities to 
maturity. Accordingly, management does not anticipate that it will be 
required to reclassify any other investment securities as available for sale.

     The following table sets forth the carrying value of the Bank's 
investment securities portfolio, short-term investments and FHLB of 
Cincinnati stock at the dates indicated.  At June 30, 1997, the market values 
of the Bank's investment securities portfolio was $13.9 million.



                                                            At June 30,   
                                                  ----------------------------
                                                  1997        1996       1995
                                                 ------      ------     ------
                                                          (in Thousands)   
Investment securities:                                                        
  U.S. Government and agency securities. . .     $13,995    $14,094    $41,194
                                                 -------    -------    -------
      Total investment securities. . . . . .      13,995     14,094     41,194
                                                                              
Interest-bearing deposits. . . . . . . . . .         445        245        650
Federal funds sold . . . . . . . . . . . . .       1,375      6,875      5,325
FHLB of Cincinnati stock . . . . . . . . . .       2,762      1,880      1,756
                                                 -------    -------    -------
    Total investments. . . . . . . . . . . .     $18,577    $23,094    $48,925
                                                 -------    -------    -------
                                                 -------    -------    -------

                                      14

<PAGE>


      The following table sets forth the scheduled maturities, carrying
values, market values and average yields for the Bank's investment securities
at June 30, 1997.

<TABLE>
<CAPTION>

                                                                 AT JUNE 30, 1997
                     ---------------------------------------------------------------------------------------------------------
                          ONE YEAR         ONE TO FIVE         FIVE TO 10           MORE THAN
                          OR LESS             YEARS              YEARS              10 YEARS       TOTAL INVESTMENT SECURITIES
                     -----------------  -----------------  -----------------   -----------------   ---------------------------
                     CARRYING  AVERAGE  CARRYING  AVERAGE  CARRYING  AVERAGE   CARRYING  AVERAGE   CARRYING    MARKET   AVERAGE
                      VALUE     YIELD    VALUE     YIELD    VALUE     YIELD     VALUE     YIELD     VALUE      VALUE    YIELD
                     --------  -------  --------  -------  --------  -------   --------  -------   --------    ------   -------
                                                          (DOLLARS IN THOUSANDS)
<S>                  <C>        <C>      <C>       <C>       <C>      <C>       <C>        <C>      <C>        <C>       <C>
U.S. Government and  
 agency securities.. $5,000     7.04%    $8,995    6.39%     $0       0.00%     $    0     0.00%    $13,995   $13,899    6.62%
Deposits(1).........  1,820     5.44%         0    0.00%      0       0.00%          0     0.00%      1,820     1,820    5.44%
FHLB stock..........      0     0.00%         0    0.00%      0       0.00%      2,762     7.25%      2,762     2,762    7.25%
                     ------              ------              --                 ------              -------   -------    
  Total............. $6,820     6.61%    $8,995    6.39%     $0       0.00%     $2,762     7.25%    $18,577   $18,481    6.60%
                     ------              ------              --                 ------              -------   -------    
                     ------              ------              --                 ------              -------   -------    

</TABLE>

_______________

(1)  Includes interest-bearing deposits at other financial institutions and 
federal funds sold.

                                      15
<PAGE>

DEPOSIT ACTIVITY AND OTHER SOURCES OF FUNDS

     GENERAL.  Deposits are the primary source of the Bank's funds for 
lending, investment activities and general operational purposes.  In addition 
to deposits, Park View Federal derives funds from loan principal and interest 
repayments, maturities of investment securities and interest payments 
thereon. Although loan repayments are a relatively stable source of funds, 
deposit inflows and outflows are significantly influenced by general interest 
rates and money market conditions.  Borrowings may be used on a short-term 
basis to compensate for reductions in the availability of funds, or on a 
longer term basis for general operational purposes.

     DEPOSITS.  The Bank attracts deposits principally from within its 
primary market area by offering a variety of deposit instruments, including 
checking accounts, money market accounts, regular savings accounts and 
certificates of deposit which range in maturity from seven days to four 
years.  Deposit terms vary according to the minimum balance required, the 
length of time the funds must remain on deposit and the interest rate.  
Maturities, terms, service fees and withdrawal penalties for its deposit 
accounts are established by the Bank on a periodic basis.  Park View Federal 
generally reviews its deposit mix and pricing on a weekly basis.  In 
determining the characteristics of its deposit accounts, Park View Federal 
considers the rates offered by competing institutions, funds acquisition and 
liquidity requirements, growth goals and federal regulations.  The Bank does 
not accept brokered deposits due to the volatility and rate sensitivity of 
such deposits.

     Park View Federal competes for deposits with other institutions in its 
market area by offering deposit instruments that are competitively priced and 
providing customer service through convenient and attractive offices, 
knowledgeable and efficient staff and hours of service that meet customers' 
needs.  To provide additional convenience, Park View Federal participates in 
MAC (money access card) Automated Teller Machine networks at locations 
throughout Ohio and other participating states, through which customers can 
gain access to their accounts at any time.

     The Bank's deposits have remained stable with moderate growth 
experienced during the fiscal year ended June 30, 1997.  Deposit balances 
totalled $288.3 million, $271.0 million, and $272.3 million at the fiscal 
years ended June 30, 1997, 1996, and 1995 respectively.

     Deposits in the Bank as of June 30, 1997 were represented by the various 
programs described below.

<TABLE>
<CAPTION>

Weighted
Average                                                                               Percentage
Interest      Minimum                                          Minimum    Balance in   of Total
 Rate          Term            Category                        Balance    Thousands    Deposits
--------      -------          --------                        -------    ----------  ---------
<S>           <C>       <C>                                    <C>        <C>         <C>
2.00%          None     NOW accounts                           $   50     $ 14,656       5.08%
2.75%          None     Passbook statement accounts                 5       31,586      10.96%
4.03%          None     Money market accounts                   1,000        5,308       1.84%
0.00%          None     Non-interest-earning demand accounts       50        5,620       1.95%
                                                                          --------     -------
                                                                          $ 57,170      19.83%
                                                                          --------     -------

                        Certificates of Deposit
                        -----------------------

5.55%                   3 months or less                          500       64,264      22.29%
5.75%                   3 - 6 months                              500       38,195      13.25%
5.88%                   6 - 12 months                             500       70,033      24.29%
6.44%                   1 - 3 years                               500       53,321      18.50%
6.17%                   More than three years                     500        5,287       1.84%
                                                                          --------     -------
5.90%                      Total certificates of deposit                  $231,100      80.17%
                                                                          --------     -------
5.22%                      Total deposits                                 $288,270     100.00%
                                                                          --------     -------
                                                                          --------     -------
</TABLE>
                                      16
<PAGE>

     The following table sets forth the change in dollar amount of deposits 
in the various types of accounts offered by the Bank between the dates 
indicated.

<TABLE>
<CAPTION>

                                At June 30, 1997                  At June 30, 1996             At June 30, 1995
                      --------------------------------   --------------------------------    -------------------
                                             Increase                           Increase
                                            (Decrease)                         (Decrease)
                                   % of     From Prior                % of     From Prior                 % of
                        Balance  Deposits     Year        Balance   Deposits      Year        Balance   Deposits
                      --------- ---------  -----------   ---------  --------  -----------    ---------  --------
                                                               (Dollars in thousands)                           
<S>                    <C>       <C>       <C>           <C>        <C>       <C>            <C>        <C>     

NOW checking (1). . .  $ 20,276     7.03%      $   220    $ 20,056     7.44%       $4,294     $ 15,762     5.79%
Super NOW checking 
and money market. . .     5,308     1.84%           29       5,279     1.91%          125        5,153     1.89%
Passbook and regular 
savings . . . . . . .    31,586    10.96%         (297)     31,883    11.76%          712       31,171    11.45%
Jumbo certificates. .    43,489    15.09%       11,566      31,923    11.78%       (1,728)      33,651    12.36%
Other certificates. .   150,985    52.38%        4,945     146,040    53.88%       (5,011)     151,051    55.47%
Keogh accounts. . . .     1,998     0.69%         (263)      2,261     0.83%           41        2,220     0.82%
IRA accounts. . . . .    34,628    12.01%        1,025      33,603    12.40%          321       33,282    12.22%
                      --------- ---------  -----------   ---------  --------  -----------    ---------  --------
    Total              $288,270   100.00%      $17,225    $271,045   100.00%      ($1,245)    $272,290   100.00%
                      --------- ---------  -----------   ---------  --------  -----------    ---------  --------
                      --------- ---------  -----------   ---------  --------  -----------    ---------  --------
_____________
(1)  Includes non-interest-bearing demand accounts.

</TABLE>


     The following table sets forth the average balances and average interest 
rates based on month-end balances for interest-bearing demand deposits and 
time deposits during the periods indicated.

<TABLE>
<CAPTION>


                                                     For the Year Ended June 30,
                    ----------------------------------------------------------------------------------------------
                                1997                              1996                           1995
                    -----------------------------   ----------------------------   -------------------------------
                     Interest-                       Interest-                      Interest-
                      Bearing                         Bearing                        Bearing
                      Demand   Savings     Time       Demand   Savings     Time       Demand     Savings    Time
                     Deposits  Deposits  Deposits    Deposits  Deposits  Deposits    Deposits   Deposits  Deposits
                    --------- --------- ---------   --------- --------- ---------   ---------  --------- ---------
                                                       (Dollars in Thousands)
<S>                 <C>       <C>       <C>         <C>       <C>       <C>         <C>        <C>       <C>
Average balance. . .  $19,631   $31,549  $218,301     $17,703   $31,399  $221,872     $16,469    $32,775  $182,740
Average rate paid. .    2.70%     2.75%     5.75%       2.34%     2.76%     6.13%       2.20%      2.78%     5.57%

</TABLE>
                                     17

<PAGE>

     The following table sets forth the time deposits in the Bank classified 
by rates as of the dates indicated.

                                      At June 30,
                             ----------------------------------
      Rate                      1997         1996        1995
----------------             --------     ---------    --------
                                         (In thousands)
 2.50% -  3.99% . . . . . .  $    457      $      7    $      0
 4.00% -  5.99% . . . . . .   131,966       147,934      68,400
 6.00% -  7.99% . . . . . .    98,500        65,721     149,960
 8.00% -  9.99% . . . . . .       177           165       1,497
10.00% - 11.99% . . . . . .         0             0         349
                            ---------     ---------   ---------
                             $231,100      $213,827    $220,206
                            ---------     ---------   ---------
                            ---------     ---------   ---------

     The following table sets forth the amount and maturities of time deposits
in specified weighted average interest rate categories at June 30, 1997.

                                            Amount Due
                     --------------------------------------------------------
                     One Year                                 After
     Rate             or Less    1-2 Years    2-3 Years     3 Years    Total
 --------------     ---------    ---------   ----------     -------  --------
                                          (In thousands)

2.50% -  3.99%. . .  $      6      $   450      $     0      $    0  $    456
4.00% -  5.99%. . .   118,179        9,631        1,488       2,669   131,967
6.00% -  7.99%. . .    54,300       22,511       19,240       2,449    98,500
8.00% -  9.99%. . .         7            0            0         170       177
                     $172,492      $32,592      $20,728      $5,288  $231,100
                    ---------    ---------   ----------     -------  --------
                    ---------    ---------   ----------     -------  --------

      The rates currently paid on certificates maturing within one year or 
less are lower than the rates currently being paid on similar certificates of 
deposit maturing thereafter.  The Bank will seek to retain these deposits to 
the extent consistent with its long-term objective of maintaining positive 
interest rate spreads.  Depending upon interest rates existing at the time 
such certificates mature, the Bank's cost of funds may be significantly 
affected by the rollover of these funds.  A decrease in such cost of funds, 
if any, may have a material impact on the Bank's operations.  To the extent 
such deposits do not rollover, the Bank may, if necessary, use other sources 
of funds, including borrowings from the FHLB of Cincinnati, to replace such 
deposits.  See "-- Borrowings."

     The following table indicates the amount of the Bank's certificates of
deposit of $100,000 or more by time remaining until maturity as of June 30,
1997.

                                           Certificates
   Maturity Period                          of Deposit
  -----------------------                ---------------
                                          (In thousands)

   Three months or less. . . . . . . . . . .  $13,558
   Three through six months. . . . . . . . .   10,610
   Six through 12 months . . . . . . . . . .   14,671
   Over 12 months. . . . . . . . . . . . . .   10,068
                                             ----------
               Total . . . . . . . . . . . .  $48,907
                                             ----------
                                             ----------

                           18
<PAGE>

     The following table sets forth the Bank's deposit activities for the
     periods indicated.


<TABLE>

                                             YEAR ENDED JUNE 30,
                                 -------------------------------------------
                                 1997              1996             1995
                                 ------           ------           -------
                                              (In thousands)

<S>                              <C>              <C>              <C>
Deposits ......................   $58,607          $ 50,688         $100,324
Withdrawals....................    50,993            62,229           33,261
                                  -------          --------         --------
  Net increase (decrease)
    before interest credited...     7,614           (11,541)          67,063
Interest credited..............     9,611            10,296            8,186
                                  -------          ---------        --------
  Net increase (decrease) in
    Savings deposits...........   $17,225          $ (1,245)        $ 75,249
                                  -------          ---------        --------
                                  -------          ---------        --------

</TABLE>

     BORROWINGS.  Savings deposits historically have been the primary source of
funds for the Bank's lending, investments and general operating activities.
The Bank is authorized, however, to use advances from the FHLB of Cincinnati to
supplement its supply of lendable funds and to meet deposit withdrawal
requirements.  The FHLB of Cincinnati functions as a central reserve bank
providing credit for savings institutions and certain other member financial
institutions.  As a member of the FHLB System, Park View Federal is required to
own stock in the FHLB of Cincinnati and is authorized to apply for advances.
Advances are pursuant to several different programs, each of which has its own
interest rate and range of maturities.  Park View Federal has a Blanket
Agreement for advances with the FHLB under which the Bank may borrow up to 50%
of assets subject to normal collateral and underwriting requirements.  The Bank
currently has two commitments with the Federal Home Loan Bank of Cincinnati for
flexible lines of credit, referred to as a cash management advance and a REPO
advance, in the amounts of $30 million and $40 million respectively, that were
drawn upon in the amounts of $0 and $26 million respectively, at June 30, 1997.
Advances from the FHLB of Cincinnati are secured by the Bank's stock in the
FHLB of Cincinnati and other eligible assets.  For additional information
please refer to Note 8 of Notes to Consolidated Financial Statements.

     The following table sets forth certain information regarding the Bank's
advances from the FHLB of Cincinnati for the periods indicated:

<TABLE>

                                                YEAR ENDED JUNE 30,
                                    ------------------------------------------
                                      1997              1996            1995
                                    -------            ------          ------
                                              (Dollars in thousands)

<S>                                   <C>              <C>             <C>
Maximum amount outstanding at any
  month end........................   $54,412          $27,482         $29,000

Approximate average outstanding
  balance..........................    41,083           10,623          16,870

Approximate weighted average rate
  paid (1).........................     5.78%            5.13%           4.39%

</TABLE>
_______________________________
(1)  Computed from average monthly balances.

     The weighted average rates outstanding on FHLB advances was 5.83%, 5.46%
and 4.15% at June 30, 1997, 1996 and 1995, respectively.

     At the years ended June 30, 1997, 1996, and 1995, PVFSC had one loan
outstanding for $1.7 million,  $1.7 million and $1.8 million, respectively,
collateralized by real estate and guaranteed by PVF.  At the years ended June
30, 1997 and 1996 PVF had one loan outstanding for $0.6 million and $1.0
million, respectively, collateralized by mortgage servicing rights.  See Note 9
of Notes to Consolidated Financial Statement.

SUBSIDIARY ACTIVITIES

     As a result of regulatory changes mandated by FIRREA, savings associations
are currently required to deduct from regulatory capital calculations their
investment in and extensions of credit to service corporations engaged in
activities not permissible for a national bank.  The land acquisition and
development activities of PVFSC are not permissible for national banks.  As a
result, the Bank's net investment in and extensions of credit to PVFSC must 


                                     19

<PAGE>


be deducted from capital in their entirety.  It was for this reason that PVF
purchased the stock of PVFSC from Park View Federal.  The effect of this
transaction to the Bank was to increase GAAP capital by $785,000 and eliminate
the Bank's net investment in and deduction for PVF Service Corp. from its
books, thus increasing regulatory capital by $1.2 million.

     The Bank is now required to give the FDIC and the Director of OTS 30 days
prior notice before establishing or acquiring a new subsidiary or commencing a
new activity through an existing subsidiary.  Both the FDIC and the Director of
OTS have the authority to prohibit the initiation or to order the termination
of subsidiary activities determined to pose a risk to the safety or soundness
of the institution.

     As a federally chartered savings bank, Park View Federal is permitted to
invest an amount equal to 2% of its assets in subsidiaries, with an additional
investment of 1% of assets where such investment serves primarily community,
inner-city and community development purposes.  Under such limitations, as of
June 30, 1997, Park View Federal was authorized to invest up to approximately
$11.2 million in the stock of or loans to subsidiaries, including the
additional 1% investment for community inner-city and community development
purposes.  Institutions meeting their applicable minimum regulatory capital
requirements may invest up to 50% of their regulatory capital in conforming
first mortgage loans to subsidiaries in which they own 10% or more of the
capital stock.  Park View Federal currently exceeds its regulatory capital
requirements.

     PVF has two subsidiaries, Park View Federal and PVFSC, which is engaged in
the activities of land acquisition and development.  At June 30, 1997, PVFSC
had an investment in two properties aggregating $910,000, described below.  In
addition PVF has three non-active subsidiaries, PVF Community Development
Corp., PVF Mortgage Corp., and Mid Pines Land Company, which have been
chartered for future activity.

     MID PINES.  Mid-Pines consists of two adjacent parcels of land aggregating
257 acres in Solon, Ohio.  In 1983, PVFSC acquired a 150 acre parcel from the
Bank, which property the Bank acquired in foreclosure.  The 150 acre parcel
included 85 acres of vacant land and a 65 acre golf course.  PVFSC acquired the
additional 107 acre parcel of land in 1985 for $150,000.  PVFSC acquired the
properties as an investment.  Mid-Pines was appraised in 1994 at a value of
$2.5 million. Mid Pines had a net book value of $875,000 at June 30, 1997.
PVFSC is working with the City of Solon for their approval on a Planned Unit
Development (PUD) project.

     DEER LAWN FARMS.  At June 30, 1997, Deer Lawn Farms, Solon, Ohio, had a
net book value of $35,000.  PVF estimates the fair market value of the two
remaining lots to approximate book value at June 30, 1997.

COMPETITION

     The Bank faces strong competition both in originating real estate and
other loans and in attracting deposits.  The Bank competes for real estate and
other loans principally on the basis of interest rates and the loan fees it
charges, the type of loans it originates and the quality of services it
provides to borrowers.  Its competition in originating real estate loans comes
primarily from other savings institutions, commercial banks and mortgage
bankers making loans secured by real estate located in the Bank's market area.

     The Bank attracts all its deposits through its branch offices primarily
from the communities in which those branch offices are located.  Consequently,
competition for deposits is principally from other savings institutions,
commercial banks, credit unions and brokers in these communities.  Park View
Federal competes for deposits and loans by offering a variety of deposit
accounts at competitive rates, a wide array of loan products, convenient
business hours and branch locations, a commitment to outstanding customer
service and a well-trained staff.  In addition, the Bank believes it has
developed strong relationships with local businesses, realtors, builders, and
the public in general, giving it an excellent image in the community.


                                     20
<PAGE>


EMPLOYEES

     As of June 30, 1997, PVF and its subsidiaries had 114 full-time employees
and 17 part-time employees, none of whom was represented by a collective
bargaining agreement.  The Company believes it enjoys a good relationship with
its personnel.

                            REGULATION OF THE BANK

     GENERAL.  As a savings institution, Park View Federal is subject to
extensive regulation by the OTS, and its deposits are insured by the SAIF,
which is administered by the FDIC.  The lending activities and other
investments of the Bank must comply with various federal regulatory
requirements.  OTS periodically examines the Bank for compliance with various
regulatory requirements.  The FDIC also has the authority to conduct special
examinations of SAIF-insured savings institutions.  The Bank must file reports
with OTS describing its activities and financial condition.  The Bank is also
subject to certain reserve requirements promulgated by the Federal Reserve
Board.  This supervision and regulation is intended primarily for the
protection of depositors.  Certain of these regulatory requirements are
referred to below or elsewhere herein.

     REGULATORY CAPITAL REQUIREMENTS.  Under OTS regulations, savings
institutions must maintain "tangible" capital equal to 1.5% of adjusted total
assets, "core" capital equal to 3.0% of adjusted total assets and "total
capital," a combination of core and "supplementary" capital, equal to 8.0% of
"risk-weighted" assets.  In addition, the OTS has adopted regulations which
impose certain restrictions on savings associations that have a total risk-
based capital ratio that is less than 8.0%, a ratio of Tier 1 capital to risk-
weighted assets of less than 4.0% or a ratio of Tier 1 capital to adjusted
total assets of less than 4.0% (or 3.0% if the institution is rated composite 1
under the OTS examination rating system).  For purposes of these regulations,
Tier 1 capital has the same definitions as core capital.  See "-- Prompt
Corrective Regulatory Action."  The Bank is in compliance with all applicable
regulatory capital requirements.

     The core and tangible capital requirements are measured against adjusted
total assets, which are a savings institution's consolidated total assets as
determined under GAAP adjusted for certain goodwill amounts and increased by a
pro rated portion of the assets of subsidiaries in which the savings
institution holds a minority interest and which are not engaged in activities
for which the capital rules require the savings institution to net its debt and
equity investments in such subsidiaries against capital, as well as a pro rated
portion of the assets of other subsidiaries for which netting is not fully
required under phase-in rules.  Adjusted total assets are reduced by the amount
of assets that have been deducted from capital, the portion of savings
institution's investments in subsidiaries that must be netted against capital
under the capital rules and, for purposes of the core capital requirement,
qualifying supervisory goodwill.  At June 30, 1997, Park View Federal's
adjusted total assets for purposes of the core and tangible capital
requirements were $375.9 million.

     In determining compliance with the risk-based capital requirement, a
savings institution calculates its total capital, which may include both core
capital and supplementary capital, provided the amount of supplementary capital
used does not exceed the savings institution's core capital.  Supplementary
capital is defined to include certain preferred stock issues, nonwithdrawable
accounts and pledged deposits that do not qualify as core capital, certain
approved subordinated debt, certain other capital instruments and a portion of
the savings institution's general loss allowances.

     The risk-based capital requirement is measured against risk-weighted
assets, which equal the sum of each asset and the credit-equivalent amount of
each off-balance sheet item after being multiplied by an assigned risk weight.
Under the OTS risk-weighting system, single-family first mortgages not more
than 90 days past due with loan-to-value ratios under 80%, and multi-family
mortgages (maximum 36 dwelling units) with loan-to-value ratios under 80% and
average annual occupancy rates over 80%, are assigned a risk weight of 50%.
Consumer loans, residential construction loans and commercial real estate loans
are assigned a risk weight of 100%.  Mortgage-backed securities issued, or
fully guaranteed as to principal and interest, by the FNMA or FHLMC are
assigned a 20% risk 


                                     21
<PAGE>

weight.  Cash and United States Government securities backed by the full 
faith and credit of the United States Government are given a 0% risk weight.  
Under the risk-based capital requirement, a savings institution is required 
to maintain total capital, consisting of core capital plus certain other 
components, including general valuation allowances, equal to 8.0% of 
risk-weighted assets.   At June 30, 1997 the Bank's risk-weighted assets were 
$284.5 million, and its total regulatory capital was $30.2 million, or 10.6% 
of risk-weighted assets.

     The table below presents the Bank's capital position at June 30, 1997,
relative to its various minimum regulatory capital requirements.

<TABLE>
<CAPTION>
                                                        At June 30, 1997
                                                       ---------------------
                                                                 Percent of
                                                        Amount   Assets (1)
                                                       -------   -----------
                                                     (Dollars in Thousands)
          <S>                                         <C>        <C>
           Tangible Capital.........................  $27,604      7.34%
           Tangible Capital Requirement.............    5,639      1.50
                                                      -------      -----
            Excess .................................  $21,965      5.84%
                                                      -------      -----
                                                      -------      -----
           Tier 1/Core Capital......................  $27,604      7.34%
           Tier 1/Core Capital Requirement..........   15,036      4.00
                                                      -------      -----
            Excess..................................  $12,568      3.34%
                                                      -------      -----
                                                      -------      -----
           Tier 1 Risk-Based Capital..............    $27,604      9.70%
           Tier 1 Risk-Based Capital Requirement..     11,379      4.00
                                                      -------      -----
            Excess................................    $16,225      5.70%
                                                      -------      -----
                                                      -------      -----
           Risk-Based Capital.....................    $30,202     10.62%
           Risk-Based Capital Requirement.........     22,758      8.00
                                                      -------      -----
            Excess................................    $ 7,444      2.62%
                                                      -------      -----
                                                      -------      -----
</TABLE>
           -------------
           (1)    Based upon adjusted total assets for purposes of
                  the tangible, core and Tier 1 capital requirements,
                  and risk-weighted assets for purposes of the Tier 1
                  risk-based and risk-based capital requirements.

     OTS risk-based capital regulations require savings institutions with more
than a "normal" level of interest rate risk to maintain additional total
capital.  A savings institution's interest rate risk will be measured in terms
of the sensitivity of its "net portfolio value" to changes in interest rates.
Net portfolio value is defined, generally, as the present value of expected
cash inflows from existing assets and off-balance sheet contracts less the
present value of expected cash outflows from existing liabilities.  A savings
institution will be considered to have a "normal" level of interest rate risk
exposure if the decline in its net portfolio value after an immediate 200 basis
point increase or decrease in market interest rates (whichever results in the
greater decline) is less than two percent of the current estimated economic
value of its assets.  A savings institution with a greater than normal interest
rate risk will be required to deduct from total capital, for purposes of
calculating its risk-based capital requirement, an amount (the "interest rate
risk component") equal to one-half the difference between the institution's
measured interest rate risk and the normal level of interest rate risk,
multiplied by the economic value of its total assets.  At June 30, 1997 the
Bank had no interest rate risk component deduction from total capital.

     The OTS will calculate the sensitivity of a savings institution's net
portfolio value based on data submitted by the institution in a schedule to its
quarterly Thrift Financial Report and using the interest rate risk measurement
model adopted by the OTS.  The amount of the interest rate risk component, if
any, to be deducted from a savings institution's total capital will be based on
the institution's Thrift Financial Report filed two quarters earlier.  Savings
institutions with less than $300 million in assets and a risk-based capital
ratio above 12% are generally exempt from filing the interest rate risk
schedule with their Thrift Financial Reports.  However, the OTS will require
any exempt savings institution that it determines may have a high level of
interest rate risk exposure to file such schedule on a quarterly basis.

                                      22
<PAGE>

     The OTS has proposed an amendment to its capital regulations establishing
a minimum 3% core capital ratio for savings institutions in the strongest
financial and managerial condition. For all other savings associations, the
minimum core capital ratio would be 3% plus at least an additional 100 to 200
basis points.  In determining the amount of additional capital, the OTS would
assess both the quality of risk management systems and the level of overall
risk in each individual savings association through the supervisory process on
a case-by-case basis.  As a result, the exact effect on the Bank cannot be
predicted at this time.

     In addition to requiring generally applicable capital standards for
savings institutions, the Director of OTS may establish the minimum level of
capital for a savings institution at such amount or at such ratio of capital-to-
assets as the Director determines to be necessary or appropriate for such
institution in light of the particular circumstances of the institution.  The
Director of OTS may treat the failure of any savings institution to maintain
capital at or above such level as an unsafe or unsound practice and may issue a
directive requiring any savings institution which fails to maintain capital at
or above the minimum level required by the Director to submit and adhere to a
plan for increasing capital.  Such an order may be enforced in the same manner
as an order issued by the FDIC.

     PROMPT CORRECTIVE REGULATORY ACTION.  Under FDICIA, the federal banking
regulators are required to take prompt corrective action if an insured
depository institution fails to satisfy certain minimum capital requirements.
All institutions, regardless of their capital levels, are restricted from
making any capital distribution or paying any management fees if the
institution would thereafter fail to satisfy the minimum levels for any of its
capital requirements.  An institution that fails to meet the minimum level for
any relevant capital measure (an "undercapitalized institution") may be: (i)
subject to increased monitoring by the appropriate federal banking regulator;
(ii) required to submit an acceptable capital restoration plan within 45 days;
(iii) subject to asset growth limits; and (iv) required to obtain prior
regulatory approval for acquisitions, branching and new lines of businesses.
The capital restoration plan must include a guarantee by the institution's
holding company that the institution will comply with the plan until it has
been adequately capitalized on average for four consecutive quarters, under
which the holding company would be liable up to the lesser of 5% of the
institution's total assets or the amount necessary to bring the institution
into capital compliance as of the date it failed to comply with its capital
restoration plan.  A "significantly undercapitalized" institution, as well as
any undercapitalized institution that did not submit an acceptable capital
restoration plan, may be subject to regulatory demands for recapitalization,
broader application of restrictions on transactions with affiliates,
limitations on interest rates paid on deposits, asset growth and other
activities, possible replacement of directors and officers, and restrictions on
capital distributions by any bank holding company controlling the institution.
Any company controlling the institution could also be required to divest the
institution or the institution could be required to divest subsidiaries.

     Under implementing regulations, the federal banking regulators will
measure a depository institution's capital adequacy on the basis of the
institution's total risk-based capital ratio (the ratio of its total capital to
risk-weighted assets), Tier 1 risk-based capital ratio (the ratio of its core
capital to risk-weighted assets) and leverage ratio (the ratio of its core
capital to adjusted total assets).  Under the regulations, a savings
association that is not subject to an order or written directive to meet or
maintain a specific capital level will be deemed "well capitalized" if it also
has: (i) a total risk-based capital ratio of 10% or greater; (ii) a Tier 1 risk-
based capital ratio of 6.0% or greater; and (iii) a leverage ratio of 5.0% or
greater.  An "adequately capitalized" savings association is a savings
association that does not meet the definition of well capitalized and has: (i)
a total risk-based capital ratio of 8.0% or greater; (ii) a Tier 1 capital risk-
based ratio of 4.0% or greater; and (iii) a leverage ratio of 4.0% or greater
(or 3.0% or greater if the savings association has a composite 1 CAMEL rating).
An "undercapitalized institution" is a savings association that has (i) a total
risk-based capital ratio less than 8.0%; or (ii) a Tier 1 risk-based capital
ratio of less than 4.0%; or (iii) a leverage ratio of less than 4.0% (or 3.0%
if the association has a composite 1 CAMEL rating).  A "significantly
undercapitalized" institution is defined as a savings association that has: (i)
a total risk-based capital ratio of less than 6.0%; or (ii) a Tier 1 risk-based
capital ratio of less than 3.0%; or (iii) a leverage ratio of less than 3.0%.
A "critically undercapitalized" savings association  is defined as a savings
association that has a ratio of core capital to total assets of less than 2.0%.
The OTS may reclassify a well capitalized savings association as adequately
capitalized and may require an adequately capitalized or undercapitalized
association to comply with the supervisory 

                                      23
<PAGE>

actions applicable to associations in the next lower capital category if the 
OTS determines, after notice and an opportunity for a hearing, that the 
savings association is in an unsafe or unsound condition or that the 
association has received and not corrected a less-than-satisfactory rating 
for any CAMEL rating category.  The Bank is classified as "well capitalized" 
under these regulations.

     SAFETY AND SOUNDNESS STANDARDS.  Interagency Guidelines Establishing 
Standards for Safety and Soundness require savings institutions to maintain 
internal controls and information systems and internal audit systems that are 
appropriate for the size, nature and scope of the institution's business.  
The guidelines also establish certain basic standards for loan documentation, 
credit underwriting, interest rate risk exposure, and asset growth.  The 
guidelines further provide that savings institutions should maintain 
safeguards to prevent the payment of compensation, fees and benefits that are 
excessive or that could lead to material financial loss, and should take into 
account factors such as comparable compensation practices at comparable 
institutions. If the OTS determines that a savings institution is not in 
compliance with the safety and soundness guidelines, it may require the 
institution to submit an acceptable plan to achieve compliance with the 
guidelines.  A savings institution must submit an acceptable compliance plan 
to the OTS within 30 days of receipt of a request for such a plan.  Failure 
to submit or implement a compliance plan may subject the institution to 
regulatory sanctions. Management believes that the Bank already meets 
substantially all the standards adopted in the interagency guidelines, and 
therefore does not believe that implementation of these regulatory standards 
will materially affect the Bank's operations.  Additionally, a savings 
institution should maintain systems, commensurate with its size and the 
nature and scope of its operations, to identify problem assets and prevent 
deterioration in those assets as well as to evaluate and monitor earnings and 
ensure that earnings are sufficient to maintain adequate capital and reserves.

     FEDERAL HOME LOAN BANK SYSTEM.  Park View Federal is a member of the 
FHLB System, which consists of 12 regional FHLBs subject to supervision and 
regulation by the Federal Housing Finance Board ("FHFB"). The FHLBs provide a 
central credit facility primarily for member institutions.  As a member of 
the FHLB System, the Bank is required to acquire and hold shares of capital 
stock in the FHLB of Cincinnati in an amount at least equal to 1% of the 
aggregate unpaid principal of its home mortgage loans, home purchase 
contracts and similar obligations at the beginning of each year, or 1/20 of 
its advances (borrowings) from the FHLB of Cincinnati, whichever is greater.  
The Bank was in compliance with this requirement with an investment in FHLB 
of Cincinnati stock at June 30, 1997 of $2.8 million.

     The FHLB of Cincinnati serves as a reserve or central bank for its 
member institutions within its assigned region.  It is funded primarily from 
proceeds derived from the sale of consolidated obligations of the FHLB 
System.  It makes advances to members in accordance with policies and 
procedures established by the FHFB and the Board of Directors of the FHLB of 
Cincinnati.  Under FIRREA, long-term advances may be made only for the 
purpose of providing funds for residential housing finance.  At June 30, 
1997, the Bank had $47.4 million in advances outstanding from the FHLB of 
Cincinnati.  See " -- Deposit Activity and Other Sources of Funds -- 
Borrowings."

     LIQUIDITY REQUIREMENTS.  Park View Federal is required to maintain 
average daily balances of liquid assets (cash, certain time deposits, 
bankers' acceptances, highly rated corporate debt and commercial paper, 
securities of certain mutual funds, mortgage loans and mortgage-related 
securities with less than one year to maturity or subject to purchase within 
one year and specified United States government, state or federal agency 
obligations) equal to the monthly average of not less than a specified 
percentage (currently 5%) of its net withdrawable savings deposits plus short 
term borrowings.  Savings and loan associations also are required to maintain 
average daily balances of short-term liquid assets at a specified percentage 
(currently 1%) of the total of their net withdrawable savings accounts and 
borrowings payable in one year or less. Monetary penalties may be imposed for 
failure to meet liquidity requirements. The average daily liquidity and 
short-term liquidity ratios of the Bank for the month of June 1997 were 8.6% 
and 3.53%, respectively.  A substantial and sustained decline in savings 
deposits would adversely affect the Bank's liquidity which may result in 
restricted operations and additional borrowings from the FHLB of Cincinnati.

                                      24
<PAGE>

     QUALIFIED THRIFT LENDER TEST.  A savings association that does not meet 
the Qualified Thrift Lender test ("QTL Test") must either convert to a bank 
charter or comply with the following restrictions on its operations: (i) the 
institution may not engage in any new activity or make any new investment, 
directly or indirectly, unless such activity or investment is permissible for 
a national bank; (ii) the branching powers of the institution shall be 
restricted to those of a national bank; (iii) the institution shall not be 
eligible to obtain any advances from its FHLB; and (iv) payment of dividends 
by the institution shall be subject to the rules regarding payment of 
dividends by a national bank.  Upon the expiration of three years from the 
date the institution ceases to be a Qualified Thrift Lender, it must cease 
any activity, and not retain any investment not permissible for a national 
bank and immediately repay any outstanding FHLB advances (subject to safety 
and soundness considerations).

     To meet the QTL test, an institution's "Qualified Thrift Investments" 
must total at least 65% of "portfolio assets."   Under OTS regulations, 
portfolio assets are defined as total assets less intangibles, property used 
by a savings institution in its business and liquidity investments in an 
amount not exceeding 20% of assets.  Qualified Thrift Investments consist of 
(i) loans, equity positions or securities related to domestic, residential 
real estate or manufactured housing, and educational, small business and 
credit card loans, (ii) 50% of the dollar amount of residential mortgage 
loans subject to sale under certain conditions, and (iii) stock in an FHLB or 
the FHLMC or FNMA.  In addition, subject to a 20% of portfolio assets limit, 
savings institutions are able to treat as Qualified Thrift Investments 200% 
of their investments in loans to finance "starter homes" and loans for 
construction, development or improvement of housing and community service 
facilities or for financing small businesses in "credit-needy" areas.  In 
order to maintain QTL status, the savings institution must maintain a weekly 
average percentage of Qualified Thrift Investments to portfolio assets equal 
to 65% on a monthly average basis in nine out of 12 months.  A savings 
institution that fails to maintain QTL status will be permitted to requalify 
once, and if it fails the QTL test a second time, it will become immediately 
subject to all penalties as if all time limits on such penalties had expired. 
 Failure to qualify as a QTL results in a number of sanctions, including the 
imposition of certain operating restrictions imposed on national banks and a 
restriction on obtaining additional advances from the FHLB System.  At June 
30, 1997, the Bank qualified as a QTL.

     UNIFORM LENDING STANDARDS.   Under OTS regulations, savings institutions 
must adopt and maintain written policies that establish appropriate limits 
and standards for extensions of credit that are secured by liens or interests 
in real estate or are made for the purpose of financing permanent 
improvements to real estate.  These policies must establish loan portfolio 
diversification standards, prudent underwriting standards, including 
loan-to-value limits, that are clear and measurable, loan administration 
procedures and documentation, approval and reporting requirements.  The real 
estate lending policies must reflect consideration of the Interagency 
Guidelines for Real Estate Lending Policies (the "Interagency Guidelines") 
that have been adopted by the federal bank regulators.

     The Interagency Guidelines, among other things, call upon depository 
institutions to establish internal loan-to-value limits for real estate loans 
that are not in excess of the following supervisory limits; (i) for loans 
secured by raw land, the supervisory loan-to-value limit is 65% of the value 
of the collateral; (ii) for land development loans (i.e., loans for the 
purpose of improving unimproved property prior to the erection of 
structures), the supervisory limit is 75%; (iii) for loans for the 
construction of commercial, multifamily or other nonresidential property, the 
supervisory limit is 80%; (iv) for loans for the construction of one-to-four 
family properties, the supervisory limit is 85%; and (v) for loans secured by 
other improved property (e.g., farmland, completed commercial property and 
other income-producing property including non-owner-occupied, one-to-four 
family property), the limit is 85%.  Although no supervisory loan-to-value 
limit has been established for owner-occupied, one-to-four family and home 
equity loans, the Interagency Guidelines state that for any such loan with a 
loan-to-value ratio that equals or exceeds 90% at origination, an institution 
should require appropriate credit enhancement in the form of either mortgage 
insurance or readily marketable collateral.

     The Interagency Guidelines state that it may be appropriate in individual
cases to originate or purchase loans with loan-to-value ratios in excess of the
supervisory loan-to-value limits, based on the support provided by other credit
factors.  The aggregate amount of loans in excess of the supervisory loan-to-
value limits, however, should not exceed 100% of total capital and the total of
such loans secured by commercial, agricultural, multifamily and other 

                                      25
<PAGE>

non-one-to-four family residential properties should not exceed 30% of total 
capital. The supervisory loan-to-value limits do not apply to certain 
categories of loans including loans insured or guaranteed by the U.S. 
government and its agencies or by financially capable state, local or 
municipal governments or agencies, loans backed by the full faith and credit 
of a state government, loans that are to be sold promptly after origination 
without recourse to a financially responsible party, loans that are renewed, 
refinanced or restructured without the advancement of new funds, loans that 
are renewed, refinanced or restructured in connection with a workout, loans 
to facilitate sales of real estate acquired by the institution in the 
ordinary course of collecting a debt previously contracted and loans where 
the real estate is not the primary collateral.

     The Bank believes that its current lending policies conform to the 
Interagency Guidelines and does not anticipate that the Interagency 
Guidelines will have a material effect on its lending activities.

     DEPOSIT INSURANCE.  The Bank is required to pay assessments, based on a 
percentage of its insured deposits, to the FDIC for insurance of its deposits 
by the FDIC through the Savings Association Insurance Fund ("SAIF") of the 
FDIC.  The FDIC is required to set semi-annual assessments for SAIF-insured 
institutions at a level necessary to maintain the designated reserve ratio of 
the SAIF at 1.25% of estimated insured deposits, or at a higher percentage of 
estimated insured deposits that the FDIC determines to be justified for that 
year by circumstances indicating a significant risk of substantial future 
losses to the SAIF.

     Under the FDIC's risk-based deposit insurance assessment system, the 
assessment rate for an insured depository institution depends on the 
assessment risk classification assigned to the institution by the FDIC, which 
is determined by the institution's capital level and supervisory evaluations. 
Based on the data reported to regulators for the date closest to the last day 
of the seventh month preceding the semi-annual assessment period, 
institutions are assigned to one of three capital groups -- well capitalized, 
adequately capitalized or undercapitalized -- using the same percentage 
criteria as under the prompt corrective action regulations.  See " -- Prompt 
Corrective Regulatory Action."  Within each capital group, institutions are 
assigned to one of three subgroups on the basis of supervisory evaluations by 
the institution's primary supervisory authority, and such other information 
as the FDIC determines to be relevant to the institution's financial 
condition and the risk posed to the deposit insurance fund.  Subgroup A 
consists of financially sound institutions with only a few minor weaknesses.  
Subgroup B consists of institutions that demonstrate weaknesses which, if not 
corrected, could result in significant deterioration of the institution and 
increased risk of loss to the deposit insurance fund.  Subgroup C consists of 
institutions that pose a substantial probability of loss to the deposit 
insurance fund unless effective corrective action is taken.

     For the past several semi-annual periods, institutions with 
SAIF-assessable deposits, like the Bank, have been required to pay higher 
deposit insurance premiums than institutions with deposits insured by the 
BIF.  In order to recapitalize the SAIF and address the premium disparity, 
the recently-enacted Deposit Insurance Funds Act of 1996 authorized the FDIC 
to impose a one-time special assessment on institutions with SAIF-assessable 
deposits, based on the amount determined by the FDIC to be necessary to 
increase the reserve levels of the SAIF to the designated reserve ratio of 
1.25% of insured deposits.  Institutions were assessed at the rate of 65.7 
basis points based on the amount of their SAIF-assessable deposits as of 
March 31, 1995.  As a result of the special assessment the Bank incurred a 
pre-tax expense of $1,707,867, during the fiscal year ended June 30, 1997.

     The FDIC has proposed a rule that would lower the regular semi-annual 
SAIF assessment rates by establishing a base assessment rate schedule ranging 
from 4 to 31 basis points effective October 1, 1996.  The rule widens the 
range between the lowest and highest assessment rates among healthy and 
troubled institutions with the intent of creating an incentive for savings 
institutions to control risk-taking behavior.  The rule also prevents the 
FDIC from collecting more funds than needed to maintain the SAIF's 
capitalization at 1.25% of insured deposits.  Until December 31, 1999, 
however, SAIF-insured institutions will be required to pay assessments to the 
FDIC at the rate of 6.44 basis points to help fund interest payments on 
certain bonds issued by the Financing Corporation ("FICO"), an agency of the 
federal government established to finance takeovers of insolvent thrifts.  
During this period, BIF members will be assessed for these obligations at the 
rate of 1.3 basis points.  After December 31, 1999, both BIF and SAIF members 
will be assessed at the same rate for FICO payments.

                                      26
<PAGE>

     SAIF members are generally prohibited from converting to BIF, also 
administered by the FDIC, or merging with or transferring assets to a BIF 
member before the date on which the SAIF first meets or exceeds the 
designated reserve ratio of 1.25% of insured deposits.  However, the FDIC may 
approve such a transaction in the case of a SAIF member in default or if the 
transaction involves an insubstantial portion of the deposits of each 
participant.  In addition, mergers, transfer of assets and assumptions of 
liabilities may be approved by the appropriate bank regulator so long as 
deposit insurance premiums continue to be paid to the SAIF for deposits 
attributable to the SAIF members, plus an adjustment for the annual rate of 
growth of deposits in the surviving bank without regard to subsequent 
acquisitions.  Each depository institution participating in a SAIF-to-BIF 
conversion transaction is required to pay an exit fee to SAIF equal to 0.90% 
of the deposits transferred and an entrance fee to BIF based on the current 
reserve ratio of the BIF.  A savings institution is not prohibited from 
adopting a commercial bank or savings bank charter if the resulting bank 
remains a SAIF member.

     DIVIDEND LIMITATIONS.  Under OTS regulations, the Bank may not pay 
dividends on its capital stock if its regulatory capital would thereby be 
reduced below the amount then required for the liquidation account 
established for the benefit of certain depositors of the Bank at the time of 
the conversion of the bank from the mutual to stock form.  In addition, 
savings institution subsidiaries of savings and loan holding companies are 
required to give the OTS 30 days' prior notice of any proposed declaration of 
dividends to the holding company.

     Federal regulations impose additional limitations on the payment of 
dividends and other capital distributions (including stock repurchases and 
cash mergers) by the Bank.  Under these regulations, a savings association 
that, immediately prior to, and on a pro forma basis after giving effect to, 
a proposed capital distribution, has total capital (as defined by OTS 
regulation) that is equal to or greater than the amount of its fully 
phased-in capital requirements (a "Tier 1 Association") is generally 
permitted without OTS approval to make capital distributions during a 
calendar year in an amount equal to the greater of (i) 75% of net income for 
the previous four quarters or (ii) 100% of its net income to date during the 
calendar year plus an amount that would reduce by one-half the amount by 
which its total capital to assets ratio exceeded its fully phased-in capital 
requirement to assets ratio at the beginning of the calendar year.   A 
savings association with total capital in excess of current minimum capital 
requirements but not in excess of the fully phased-in requirements (a "Tier 2 
Association") is permitted to make capital distributions without OTS approval 
of up to 75% of its net income for the previous four quarters, less dividends 
already paid for such period depending on the savings association's level of 
risk-based capital.  A savings association that fails to meet current minimum 
capital requirements (a "Tier 3 Association") is prohibited from making any 
capital distributions without the prior approval of the OTS.  Tier 1 
Associations that have been notified by the OTS that they are in need of more 
than normal supervision will be treated as either a Tier 2 or Tier 3 
Association. At June 30, 1994, the Bank was a Tier 1 Association.

     The Bank is prohibited from making any capital distributions if after 
making the distribution, it would be undercapitalized as defined in the OTS' 
prompt corrective action regulations.  After consultation with the FDIC, the 
OTS may permit a savings association to repurchase, redeem, retire or 
otherwise acquire shares or ownership interests if the repurchase, 
redemption, retirement or other acquisition: (i) is made in connection with 
the issuance of additional shares or other obligations of the institution in 
at least an equivalent amount; and (ii) will reduce the institution's 
financial obligations or otherwise improve the institution's financial 
condition.

     In addition to the foregoing, earnings of the Bank appropriated to bad 
debt reserves and deducted for Federal income tax purposes are not available 
for payment of cash dividends without payment of taxes at the then current 
tax rate by the Bank on the amount of earnings removed from the reserves for 
such distributions.  See "Taxation."  The Bank intends to make full use of 
this favorable tax treatment afforded to the Bank and does not contemplate 
use of any earnings of the Bank in a manner which would limit the Bank's bad 
debt deduction or create federal tax liabilities.

     FEDERAL RESERVE SYSTEM.  Pursuant to regulations of the Federal Reserve 
Board, a savings institution must maintain average daily reserves equal to 3% 
on the first $49.3 million of transaction accounts, plus 10% on the 
remainder. These percentages are subject to adjustment by the Federal Reserve 
Board. Because required reserves 

                                      27
<PAGE>

must be maintained in the form of vault cash or in a noninterest-bearing 
account at a Federal Reserve Bank, the effect of the reserve requirement is 
to reduce the amount of the institution's interest-earning assets.  At June 
30, 1997, Park View Federal met its reserve requirements.

     INTERSTATE AND INTERINDUSTRY ACQUISITIONS.  OTS regulations permit 
federal associations to branch in any state or states of the United States 
and its territories.  Except in supervisory cases or when interstate 
branching is otherwise permitted by state law or other statutory provision, a 
federal association may not establish an out-of-state branch unless (i) the 
federal association qualifies as a "domestic building and loan association" 
under Section 7701(a)(19) of the Internal Revenue Code and the total assets 
attributable to all branches of the association in the state would qualify 
such branches taken as a whole for treatment as a domestic building and loan 
association and (ii) such branch would not result in (a) formation of a 
prohibited multi-state multiple savings and loan holding company or (b) a 
violation of certain statutory restrictions on branching by savings 
association subsidiaries of banking holding companies.  Federal associations 
generally may not establish new branches unless the association meets or 
exceeds minimum regulatory capital requirements.  The OTS will also consider 
the association's record of compliance with the Community Reinvestment Act of 
1977 in connection with any branch application.

     FIRREA amended the Bank Holding Company Act of 1956 to authorize the 
Federal Reserve Board to permit the acquisition of a savings institution by a 
bank holding company.  In approving an application by a bank holding company 
to acquire a savings institution, the Federal Reserve Board is prohibited 
from imposing restrictions on tandem operations of the subsidiary savings 
institution and its holding company affiliates except as required under 
Sections 23A and 23B of the Federal Reserve Act, as amended.  Previously, the 
Federal Reserve Board had only approved acquisitions of insolvent savings 
institutions and only subject to certain restrictions on tandem operation of 
the savings institutions and bank subsidiaries of the bank holding company.

     A bank holding company that controls a savings association may merge or 
consolidate the assets and liabilities of the savings association with, or 
transfer assets and liabilities to, any subsidiary bank which is a BIF member 
with the approval of the appropriate federal banking agency and the Federal 
Reserve Board.  The resulting bank will be required to continue to pay 
assessments to the SAIF at the rates prescribed for SAIF members on the 
deposits attributable to the merged savings association plus an annual growth 
increment.  In addition, the transaction must comply with the restrictions on 
interstate acquisitions of commercial banks under the Bank Holding Company 
Act.

     LOANS-TO-ONE-BORROWER LIMITATIONS.  Under federal law, loans and 
extensions of credit outstanding at one time to a person shall not exceed 15% 
of the unimpaired capital and surplus of the savings association.  Loans and 
extensions of credit fully secured by certain readily marketable collateral 
may represent an additional 10% of unimpaired capital and surplus.  FIRREA 
additionally authorizes savings associations to make loans to one borrower, 
for any purpose, in an amount not to exceed $500,000 or, by order of the 
Director of OTS, in an amount not to exceed the lesser of $30,000,000 or 30% 
of unimpaired capital and surplus to develop residential housing, provided:  
(i) the purchase price of each single-family dwelling in the development does 
not exceed $500,000; (ii) the savings association is in compliance with the 
fully phased-in capital standards of FIRREA; (iii) the loans comply with 
applicable loan-to-value requirements, and; (iv) the aggregate amount of 
loans made under this authority does not exceed 150% of unimpaired capital 
and surplus.  FIRREA also authorizes a savings association to make loans to 
one borrower to finance the sale of real property acquired in satisfaction of 
debts in an amount up to 50% of unimpaired capital and surplus.

     TRANSACTIONS WITH AFFILIATES.  Transactions between savings associations 
and any affiliate are governed by Sections 23A and 23B of the Federal Reserve 
Act.  An affiliate of a savings association is any company or entity which 
controls, is controlled by or is under common control with the savings 
association.  In a holding company context, the parent holding company of a 
savings association and any companies which are controlled by such parent 
holding company are affiliates of the savings association.  Generally, 
Sections 23A and 23B (i) limit the extent to which the savings institution or 
its subsidiaries may engage in "covered transactions" with any one affiliate 
to an amount equal to 10% of such institution's capital stock and surplus, 
and contain an aggregate limit on all such 

                                      28

<PAGE>

transactions with all affiliates to an amount equal to 20% of such capital 
stock and surplus and (ii) require that all such transactions be on terms 
substantially the same, or at least as favorable, to the institution or 
subsidiary as those provided to a non-affiliate.  The term "covered 
transaction" includes the making of loans, purchase of assets, issuance of a 
guarantee and similar other types of transactions.  In addition to the 
restrictions imposed by Sections 23A and 23B, no savings association may (i) 
loan or otherwise extend credit to an affiliate, except for any affiliate 
which engages only in activities which are permissible for bank holding 
companies, or (ii) purchase or invest in any stocks, bonds, debentures, notes 
or similar obligations of any affiliate, except for affiliates which are 
subsidiaries of the savings association.

     Savings institutions are also subject to the restrictions contained in 
Section 22(h) of the Federal Reserve Act on loans to executive officers, 
directors and principal stockholders.  Under Section 22(h), loans to a 
director, executive officer or greater than 10% stockholder of a savings 
association and certain affiliated interests of the foregoing, may not 
exceed, together with all other outstanding loans to such person and 
affiliated interests, the association's loans to one borrower limit 
(generally equal to 15% of the institution's unimpaired capital and surplus) 
and all loans to such persons may not exceed the institution's unimpaired 
capital and unimpaired surplus.  Section 22(h) also prohibits loans, above 
amounts prescribed by the appropriate federal banking agency, to directors, 
executive officers and greater than 10% stockholders of a savings 
association, and their respective affiliates, unless such loan is approved in 
advance by a majority of the board of directors of the association with any 
"interested" director not participating in the voting.  The Federal Reserve 
Board has prescribed the loan amount (which includes all other outstanding 
loans to such person), as to which such prior board of director approval is 
required, as being the greater of $25,000 or 5% of capital and surplus (up to 
$500,000).  Further, the Federal Reserve Board pursuant to Section 22(h) 
requires that loans to directors, executive officers and principal 
stockholders be made on terms substantially the same as offered in comparable 
transactions to other persons.  Section 22(h) also prohibits a depository 
institution from paying the overdrafts of any of its executive officers or 
directors.

     Savings institutions are also subject to the requirements and 
restrictions of Section 22(g) of the Federal Reserve Act on loans to 
executive officers and the restrictions of 12 U.S.C. Section 1972 on certain 
tying arrangements and extensions of credit by correspondent banks. Section 
22(g) of the Federal Reserve Act requires that loans to executive officers of 
depository institutions not be made on terms more favorable than those 
afforded to other borrowers, requires approval for such extensions of credit 
by the board of directors of the institution, and imposes reporting 
requirements for and additional restrictions on the type, amount and terms of 
credits to such officers.  Section 1972 (i) prohibits a depository 
institution from extending credit to or offering any other services, or 
fixing or varying the consideration for such extension of credit or service, 
on the condition that the customer obtain some additional service from the 
institution or certain of its affiliates or not obtain services of a 
competitor of the institution, subject to certain exceptions, and (ii) 
prohibits extensions of credit to executive officers, directors, and greater 
than 10% stockholders of a depository institution by any other institution 
which has a correspondent banking relationship with the institution, unless 
such extension of credit is on substantially the same terms as those 
prevailing at the time for comparable transactions with other persons and 
does not involve more than the normal risk of repayment or present other 
unfavorable features.

     PENDING FINANCIAL SERVICES MODERNIZATION LEGISLATION.  Legislation 
currently under consideration by Congress would repeal the federal thrift 
charter and require federal associations like the Bank to convert to national 
banks two years after the enactment of the bill.  The bill, in its current 
form, would permit federal thrifts that converted to national banks to 
exercise any authority which they were legally entitled to exercise 
immediately prior to such conversion and would not be required to divest any 
branches.  Further, these institutions could continue to branch in any state 
in which they were located to the same extent as national banks.  Unitary 
savings and loan holding companies, like the Company, could continue to 
exercise any powers they had prior to their subsidiary becoming a bank by 
operation of law as long as they did not acquire another bank.  Powers of 
those unitary savings and loan holding companies that were grandfathered, 
however, could not be transferred to another company which acquires control 
of the unitary holding company after the effective date of the law.  There 
can be no assurance that this legislation will be passed in its current form. 
 At this time, the Company is unable to predict whether such legislation 
would significantly impact its operations.

                                      29

<PAGE>

                           REGULATION OF THE COMPANY

GENERAL.

     The company is a savings and loan holding company as defined by the HOLA.
As such, the Company is registered with the OTS and is subject to OTS
regulation, examination, supervision and reporting requirements.  As a
subsidiary of a savings and loan holding company, the Bank is subject to
certain restrictions in its dealings with the Company and affiliates thereof.

     ACTIVITIES RESTRICTIONS.  The Board of Directors of the Company presently
intends to operate the Company as a unitary savings and loan holding company.
There are generally no restrictions on the activities of a unitary savings and
loan holding company.  However, if the Director of the OTS determines that
there is reasonable cause to believe that the continuation by a savings and
loan holding company of an activity constitutes a serious risk to the financial
safety, soundness or stability of its subsidiary savings institution, the
Director of the OTS may impose such restrictions as deemed necessary to address
such risk including limiting: (i) payment of dividends by the savings
institution; (ii) transactions between the savings institution and its
affiliates; and (iii) any activities of the savings institution that might
create a serious risk that the liabilities of the holding company and its
affiliates may be imposed on the savings institution.  Notwithstanding the
above rules as to permissible business activities of unitary savings and loan
holding companies, if the savings institution subsidiary of such a holding
company fails to meet the QTL test, then such unitary holding company shall
also presently become subject to the activities restrictions applicable to
multiple holding companies and, unless the savings institution requalifies as a
QTL within one year thereafter, register as, and become subject to the
restrictions applicable to a bank holding company.  See "--Regulation of the
Bank-- Qualified Thrift Lender Test."

     If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Bank, the
Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where each subsidiary savings institution meets the QTL
test, the activities of the Company and any of its subsidiaries (other than the
Bank or other subsidiary savings institutions) would thereafter be subject to
further restrictions.  Among other things, no multiple savings and loan holding
company or subsidiary thereof which is not a savings institution shall commence
or continue for a limited period of time after becoming a multiple savings and
loan holding company or subsidiary thereof, any business activity, upon prior
notice to, and no objection by, the OTS, other than: (i) furnishing or
performing management services for a subsidiary savings institution; (ii)
conducting an insurance agency or escrow business; (iii) holding, managing, or
liquidating assets owned by or acquired from a subsidiary savings institution;
(iv) holding or managing properties used or occupied by a subsidiary savings
institution; (v) acting as trustee under deeds of trust; (vi) those activities
authorized by regulation as of March 5, 1987 to be engaged in by multiple
holding companies; or (vii) unless the Director of the OTS by regulation
prohibits or limits such activities for savings and loan holding companies,
those activities authorized by the Federal Reserve Board as permissible for
bank holding companies.  Those activities described in (vii) above must also be
approved by the Director of the OTS prior to being engaged in by a multiple
holding company.


     RESTRICTIONS ON ACQUISITIONS.  Savings and loan holding companies are
prohibited from acquiring, without prior approval of the Director of OTS, (i)
control of any other savings institution or savings and loan holding company or
substantially all the assets thereof or (ii) more than 5% of the voting shares
of a savings institution or holding company thereof which is not a subsidiary.
Under certain circumstances, a registered savings and loan holding company is
permitted to acquire, with the approval of the Director of the OTS, up to 15%
of the voting shares of an under-capitalized savings institution pursuant to a
"qualified stock issuance" without that savings institution being deemed
controlled by the holding company.  In order for the shares acquired to
constitute a "qualified stock issuance," the shares must consist of previously
unissued stock or treasury shares, the shares must be acquired for cash, the
savings and loan holding company' other subsidiaries must have tangible capital
of at least 

                                      30

<PAGE>

6-1/2% of total assets, there must not be more than one common director or 
officer between the savings and loan holding company and the issuing savings 
institution, and transactions between the savings institution and the savings 
and loan holding company and any of its affiliates must conform to Sections 
23A and 23B of the Federal Reserve Act.  Except with the prior approval of 
the Director of the OTS, no director or officer of a savings and loan holding 
company or person owning or controlling by proxy or otherwise more than 25% 
of such company's stock, may also acquire control of any savings institution, 
other than a subsidiary savings institution, or of any other savings and loan 
holding company.

     The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if: (i) the multiple savings and loan
holding company involved controls a savings institution which operated a home
or branch office in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act; or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by state chartered institutions or savings and loan holding companies
located in the state where the acquiring entity is located (or by a holding
company that controls such state-chartered savings institutions).

                            TAXATION
GENERAL

     The Company and its subsidiaries currently file a consolidated federal
income tax return based on a fiscal year ending June 30.  Consolidated returns
have the effect of eliminating intercompany distributions, including dividends,
from the computation of consolidated taxable income for the taxable year in
which the distributions occur.

FEDERAL INCOME TAXATION

     Savings institutions are subject to the provisions of the Internal Revenue
Code of 1986, as amended (the "Code") in the same general manner as other
corporations.  Prior to recent legislation, institutions such as the Bank which
met certain definitional tests and other conditions prescribed by the Code
benefitted from certain favorable provisions regarding their deductions from
taxable income for annual additions to their bad debt reserve.  For purposes of
the bad debt reserve deduction, loans were separated into "qualifying real
property loans," which generally were loans secured by interests in certain
real property, and nonqualifying loans, which were all other loans.  The bad
debt reserve deduction with respect to nonqualifying loans was based on actual
loss experience.  The amount of the bad debt reserve deduction with respect to
qualifying real property loans was based upon actual loss experience (the
"experience method") or a percentage of taxable income determined without
regard to such deduction (the "percentage of taxable income method").  The
legislation repealed the percentage of taxable income method of calculating the
bad debt reserve.  The Bank has generally elected to use the method which has
resulted in the greatest deductions for federal income tax purposes.

     Legislation that is effective for tax years beginning after December 31,
1995 requires institutions to recapture into taxable income over a six taxable
year period the portion of the tax loan loss reserve that exceeds the pre-1988
tax loan loss reserve.  The Bank has no such excess reserve.  The Bank will no
longer be allowed to use the percentage of taxable income method for tax loan
loss provisions, but will be allowed to use the experience method of accounting
for bad debts.  Beginning with the June 30, 1997 taxable year, the Bank will be
treated the same as a small commercial bank.  Institutions with $500 million or
more in assets will only be able to take a tax deduction when a loan is
actually charged off.  Institutions with less than $500 million in assets will
still be permitted to make deductible bad debt additions to reserves, but only
using the experience method.

     Earnings appropriated to the Bank's bad debt reserve and claimed as a tax
deduction are not available for the payment of cash dividends or for
distribution to stockholders (including distributions made on dissolution or
liquidation), unless the Bank includes the amount in taxable income, along with
the amount deemed necessary to pay the resulting federal income tax.

                                      31
<PAGE>

     For taxable years beginning after December 31, 1986, the Tax Reform Act 
of 1986 (the "Tax Reform Act") changed the corporate minimum tax from an 
add-on tax to a tax based on alternative minimum taxable income ("AMTI"), and 
increased the tax rate from 15% to 20%.  The Internal Revenue Code provisions 
relating to the alternative minimum tax ("AMTI") also include in AMTI (for 
tax years beginning in 1987-1989) an amount equal to one-half of the amount 
by which a corporation's book income (as specifically defined) exceeds its 
AMTI (determined without regard to this preference and prior to reduction by 
net operating losses).  Also, only 90% of AMTI can be offset by net operating 
losses.  For taxable years beginning after December 31, 1989, the adjustment 
to AMTI based on book income is an amount equal to 75% of the amount by which 
a corporation's adjusted current earnings exceeds its AMTI (determined 
without regard to this preference and prior to reduction for net operating 
losses).

     The Bank's federal income tax returns through June 30, 1992 were audited 
by the IRS.

     For further information regarding federal income taxes, see Note 10 of 
Notes to Consolidated Financial Statements.

STATE INCOME TAXATION

     The Company is subject to an Ohio franchise tax based on its equity 
capital plus certain reserve amounts.  Total equity capital for this purpose 
is reduced by certain exempted assets.  The resulting net taxable value of 
capital was taxed at a rate of 1.5% for fiscal years 1997, 1996 and 1995.  
Recent Ohio legislation will change the methodology for the computation of 
net worth in the future, as well as the rate of tax on financial institutions.

ITEM 2.  PROPERTIES

     The following table sets forth the location and certain additional 
information regarding the Company's offices at June 30, 1997.

<TABLE>
<CAPTION>

                           YEAR                  NET BOOK      OWNED OR     APPROXIMATE
                         OPENED/      TOTAL      VALUE AT      LEASED/        SQUARE
LOCATION                 ACQUIRED   DEPOSITS  JUNE 30, 1997   EXPIRATION      FOOTAGE
--------                 --------   --------  -------------   ----------    -----------
                                               (DOLLARS IN THOUSANDS)
<S>                      <C>        <C>       <C>             <C>           <C>
MAIN OFFICE:

2618 N. Moreland Blvd.     1963     $38,999     $ 408           Owned         16,800
Cleveland, Ohio

BRANCH OFFICES:

2111 Richmond Road         1967      50,880       132           Lease          2,750
Beachwood, Ohio                                                 3/1/99

25350 Rockside Road        1969      51,924        93           Lease         14,400
Bedford Heights, Ohio                                           3/1/03

11010 Clifton Blvd.        1974      22,727        12           Lease          1,550
Cleveland, Ohio                                                 8/1/05

7448 Ridge Road            1979      30,219         0           Lease          3,200
Parma, Ohio                                                     10/11/97

                                     32

<PAGE>

6990 Heisley Road          1994      25,926        49           Lease          2,400
Mentor, Ohio                                                    10/25/98

1456 SOM Center Road       1995      27,920       251           Lease          2,200
Mayfield Heights, Ohio                                          9/30/04

497 East Aurora Road       1994      19,342        79           Lease          2,400
Macedonia, Ohio                                                 9/30/04

8500 Washington Street     1995      20,333       107           Lease          2,700
Chagrin Falls, Ohio                                             11/30/04

</TABLE>

     At June 30, 1997 the net book value of the Bank's premises, furniture, 
fixtures and equipment as $1.9 million.  See Note 6 of Notes to Consolidated 
Financial Statements for further information.

     The Company also owns real estate in the City of Solon, Ohio.  See 
Subsidiary Activities for futher information.

ITEM 3. LEGAL PROCEEDINGS.

     From time to time, the Company and/or the Bank is a party to various 
legal proceedings incident to its business.  There are no other material 
legal proceedings to which the Bank or PVF is a party or to which any of 
their property is subject.

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

     No matters were submitted to a vote of security holders during the 
fourth quarter of the fiscal year ended June 30, 1997.

                            PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS

     The information contained under the section captioned "Market 
Information" in the Company's Annual Report to Stockholders for the Fiscal 
Year Ended June 30, 1997 (the "Annual Report") is incorporated herein by 
reference.  For information regarding restrictions on the payment of 
dividends see "Item 1. Business -- Regulation of the Bank -- Dividend 
Limitations."

ITEM 6.  SELECTED FINANCIAL DATA

     The information contained in the table captioned "Selected Consolidated 
Financial and Other Data" in the Annual Report is incorporated herein by 
reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The information contained in the section captioned "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" in 
the Annual Report is incorporated herein by reference.

                                     33

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information contained in the section captioned "Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations - Asset/Liability Management" in the Annual Report 
incorporated herein by reference.

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements contained in the Annual Report 
which are listed under Item 14 herein are incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not applicable.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information contained under the section captioned "Proposal I -- 
Election of Directors" in the Company's definitive proxy statement for the 
Company's 1997 Annual Meeting of Stockholders (the "Proxy Statement") is 
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     The information contained under the section captioned "Proposal I -- 
Election of Directors -- Executive Compensation" and "-- Directors' 
Compensation" in the Proxy Statement is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) and (b)    The information required by this item is incorporated herein by
               reference to the sections captioned "Proposal I -- Election of
               Directors" and "Voting Securities and Principal Holders Thereof"
               of the Proxy Statement.

(c)            Management knows of no arrangements, including any pledge by any
               person of securities of the Bank, the operation of which may at 
               a subsequent date result in a change in control of the 
               registrant.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by 
reference to the section captioned "Proposal I -- Election of Directors" of 
the Proxy Statement. 

                                     34

<PAGE>

                              PART IV

ITEM 14.  FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)       1.   Independent Auditors' Report (incorporated by reference to the
               Annual Report)

               Consolidated Financial Statements (incorporated by reference to
               the Annual Report)

               (a)  Consolidated Statements of Financial
                    Condition, at June 30, 1997 and 1996

               (b)  Consolidated Statements of Operations for
                    the Years Ended June 30, 1997, 1996 and 1995

               (c)  Consolidated Statements of Stockholders'
                    Equity for the Years Ended June 30, 1997, 1996 and 1995

               (d)  Consolidated Statements of Cash Flows for
                    the Years Ended June 30, 1997, 1996 and 1995

               (e)  Notes to Consolidated Financial Statements.

          2.   All schedules have been omitted as the required information is 
               either inapplicable or included in the Notes to Consolidated 
               Financial Statements.


          3.   Exhibits and Index to Exhibits

               The following exhibits are either attached to or incorporated by
               reference in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>


No.       Description
---       -----------
<S>       <C>                                                               <C>

3.1       Certificate of Incorporation                                        *
3.2       Code of Regulations                                                 *
3.3       Bylaws                                                              *
4         Specimen Stock Certificate                                          *
10.1      Park View Federal Savings Bank Conversion Stock Option Plan         *
10.2      PVF Capital Corp. 1996 Incentive Stock Option Plan                  *
13        PVF Capital Corp. Annual Report to Stockholders for the year ended
          June 30, 1997
21        Subsidiaries of the Registrant
23        Consent of KPMG Peat Marwick LLP
27        Financial Data Schedule

</TABLE>

____________________
*    Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the Year Ended June 30, 1996 (commission file number 0-24948).


(b)  During the last quarter of the fiscal year ended June 30, 1997, the
     Company did not file any Current Reports on Form 8-K.

(c)  All required exhibits are filed as attached.

(d)  No financial statement schedules are required.

                                     35

<PAGE>


                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                    PVF CAPITAL CORP.


September 12, 1997                  By: /s/ John R. Male
                                        -------------------------------------
                                        John R. Male
                                        President and Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


/s/ John R. Male                                  September 12, 1997
------------------------
John R. Male
President and Chief Executive Officer
(Principal Executive Officer)


/s/ C. Keith Swaney                               September 12, 1997
------------------------
C. Keith Swaney
Vice President and Treasurer
(Principal Financial and Accounting Officer)


/s/ James W. Male                                 September 12, 1997
------------------------
James W. Male
Chairman of the Board


/s/ Robert K. Healey                              September 12, 1997
------------------------
Robert K. Healey
Director


/s/ Stanley T. Jaros                              September 12, 1997
------------------------
Stanley T. Jaros
Director


/s/ Creighton E. Miller                           September 12, 1997
------------------------
Creighton E. Miller
Director


/s/ Stuart D. Neidus                              September 12, 1997
------------------------
Stuart D. Neidus
Director


/s/ Robert F. Urban                               September 12, 1997
------------------------
Robert F. Urban
Director