As filed with the Securities and Exchange Commission on February 9, 2000.
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


Incorporated               PROVIDENT FINANCIAL GROUP, INC.       I.R.S. Employer
Under the Laws                One East Fourth Street          Identification No.
   of Ohio                    CINCINNATI, OHIO  45202             31-0982792



       GLENWAY FINANCIAL CORPORATION 1990 STOCK OPTION AND INCENTIVE PLAN

             FIDELITY FEDERAL SAVINGS BANK 1992 STOCK INCENTIVE PLAN

             FIDELITY FINANCIAL OF OHIO, INC. 1997 STOCK OPTION PLAN

            OHSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN

         PROVIDENT FINANCIAL GROUP, INC. 2000 EMPLOYEE STOCK OPTION PLAN


                               Mark E. Magee, Esq.
                         Provident Financial Group, Inc.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-2861
--------------------------------------------------------------------------------
                         (Agent for Service of Process)



                         CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
                                      Maximum          Maximum
    Title of           Amount         Offering        Aggregate     Amount of
   Securities          To Be           Price           Offering    Registration
To Be Registered   Registered(1)    Per Share(2)       Price(2)       Fee(3)
----------------   --------------   -------------  ------------    -------------

Common Stock,      882,996 Shares     $32.3125      $28,531,808       $7,533
No par value


(1)  This Registration  Statement is filed for up to 11,908 shares issuable upon
     the  exercise  of  options  granted  pursuant  to  the  Glenway   Financial
     Corporation  1990 Stock Option and Incentive  Plan,  5,621 shares  issuable
     upon the  exercise  of options  granted  pursuant to the  Fidelity  Federal
     Savings Bank 1992 Stock  Incentive  Plan,  52,851 shares  issuable upon the
     exercise of options  granted  pursuant to the  Fidelity  Financial of Ohio,
     Inc. 1997 Stock Option Plan,  12,616  shares  issuable upon the exercise of
     options granted  pursuant to the OHSL Financial Corp. 1992 Stock Option and
     Incentive  Plan and 800,000  shares  issuable  upon the exercise of options
     granted pursuant to the Provident Financial Group, Inc. 2000 Employee Stock
     Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the Nasdaq  Stock Market on February 2, 2000
     at $ 32.3125 per share.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed by Provident  Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

     1.   Provident's  Annual  Report on Form  10-K for the  Fiscal  Year  ended
          December 31, 1998.

     2.   Provident's  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          March 31, 1999, June 30, 1999 and September 30, 1999.

     3.   Provident's  Reports on Form 8-K dated January 29, 1999, June 25, 1999
          and November 24, 1999.

     4.   The   description  of  Provident's   common  stock  contained  in  the
          Registration Statement on Form S-4, SEC File No. 333-32423.

     All reports and other documents subsequently filed by Provident pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
Common Stock  offered has been sold or which  deregisters  all Common Stock then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 4.  Description of Securities

     Not Applicable.


Item 5.  Interests of Named Experts and Counsel

     The  legality of the Common  Stock  offered  hereby will be passed upon for
Provident by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L.  participating  in  matters  related to the Plans own  114,323  shares of
Provident's Common Stock.

<PAGE>


Item 6.  Indemnification of Directors and Officers

     Ohio  Revised  Code,  Section  1701.13(E),  allows  indemnification  by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel  or by the  shareholders  or by the  court.  The  registrant's  Code  of
Regulations extends such indemnification.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits*

Exhibit 4.1    Glenway Financial Corporation 1990  Stock  Option  and  Incentive
               Plan,as Amended (formerly known as the Centennial Financial Corp.
               1990 Stock Option and Incentive Plan)  (incorporated by reference
               to  Centennial  Financial  Corp.'s Form S-8,  File No.  33-52984,
               filed  with  the SEC on  October  6,  1992)
Exhibit  4.2   Second Amendment to the Glenway Financial  Corporation 1990 Stock
               Option and Incentive  Plan
Exhibit 4.3    Fidelity   Federal   Savings  Bank  1992  Stock   Incentive  Plan
               (incorporated by reference to Fidelity  Financial of Ohio, Inc.'s
               Form S-1, File No.  33-99304,  filed with the SEC on November 14,
               1995)
Exhibit 4.4    Fidelity   Financial  of  Ohio,   Inc.  1997  Stock  Option  Plan
               (incorporated by reference to Fidelity  Financial of Ohio, Inc.'s
               Form 10-K filed with the SEC on March 30, 1998)

<PAGE>


Exhibit 4.5    First  Amendment to the Fidelity  Financial  of Ohio,  Inc.  1997
               Stock Option Plan
Exhibit 4.6    OHSL  Financial  Corp.  1992  Stock  Option  and  Incentive  Plan
               (incorporated  by reference to OHSL  Financial  Corp.'s Form S-1,
               File No. 33-53348, filed with the SEC on October 16, 1992)
Exhibit 4.7    Provident Financial Group, Inc. 2000 Employee Stock Option Plan
Exhibit 5      Opinion of  Keating,  Muething & Klekamp, P.L.L.
Exhibit 23.1   Consent of Ernst & Young, L.L.P.
Exhibit 23.2   Consent of  Keating,  Muething & Klekamp,  P.L.L.  (contained  in
               Exhibit 5)
Exhibit  24    Power  of  Attorney  (contained  in the signature page)


--------
* All exhibits are filed herewith unless otherwise indicated.


Item 9.  Undertakings

     9.1 The undersigned  registrant hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement:(i)  to  include  any  prospectus  required  by  Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  to  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

     9.2 The undersigned  registrant  hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>


     9.3  The   undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

     9.4 The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cincinnati, Ohio, on February 9, 2000.

                                      PROVIDENT FINANCIAL GROUP, INC.



                                      By:  /s/ Robert L. Hoverson
                                         -----------------------------
                                         Robert L. Hoverson
                                         Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk hereby authorizes Robert L. Hoverson or Mark E. Magee or
Christopher J. Carey as  attorney-in-fact to sign on his behalf individually and
in each capacity  indicated  below,  any  amendments,  including  post-effective
amendments, to this Registration Statement.

    Signature                          Capacity                     Date
    ---------                          --------                     ----

*/S/ Robert L. Hoverson
----------------------------      Chief Executive               February 9, 2000
Robert L. Hoverson                Officer and Director
                                  Principal Executive
                                  Officer)

*/S/ Philip R. Myers
----------------------------      Executive Vice President      February 9, 2000
Philip R. Myers                   and Director

* /S/ Christopher J. Carey
----------------------------      Executive Vice President      February 9, 2000
Christopher J. Carey              and Chief Financial
                                  Officer (Principal
                                  Financial Officer and
                                  Principal Accounting
                                  Officer)

*/S/ Jack M. Cook
----------------------------      Director                      February 9, 2000
Jack M. Cook


<PAGE>


*/S/ Thomas D. Grote, Jr.
----------------------------       Director                     February 9, 2000
Thomas D. Grote, Jr.


---------------------------        Director                     February _, 2000
Joseph A. Pedoto


*/S/ Sidney A. Peerless
--------------------------         Director                     February 9, 2000
Sidney A. Peerless



---------------------------        Director                     February _, 2000
Joseph A. Steger
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR PROVIDENT FINANCIAL GROUP, INC.", "secsgml_size_bytes": 15367}]
{"company-data": {"conformed-name": "PROVIDENT FINANCIAL GROUP INC", "cik": "0000316770", "assigned-sic": "6022", "irs-number": "310982792", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96503", "film-number": "529688"}, "business-address": {"street1": "ONE E FOURTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5135792000"}, "former-company": {"former-conformed-name": "PROVIDENT BANCORP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 9, 2000.
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

Incorporated               PROVIDENT FINANCIAL GROUP, INC.       I.R.S. Employer
Under the Laws                One East Fourth Street          Identification No.
   of Ohio                    CINCINNATI, OHIO  45202             31-0982792

       GLENWAY FINANCIAL CORPORATION 1990 STOCK OPTION AND INCENTIVE PLAN

             FIDELITY FEDERAL SAVINGS BANK 1992 STOCK INCENTIVE PLAN

             FIDELITY FINANCIAL OF OHIO, INC. 1997 STOCK OPTION PLAN

            OHSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN

         PROVIDENT FINANCIAL GROUP, INC. 2000 EMPLOYEE STOCK OPTION PLAN

                               Mark E. Magee, Esq.
                         Provident Financial Group, Inc.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-2861
--------------------------------------------------------------------------------
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
                                      Maximum          Maximum
    Title of           Amount         Offering        Aggregate     Amount of
   Securities          To Be           Price           Offering    Registration
To Be Registered   Registered(1)    Per Share(2)       Price(2)       Fee(3)
----------------   --------------   -------------  ------------    -------------

Common Stock,      882,996 Shares     $32.3125      $28,531,808       $7,533
No par value

(1)  This Registration  Statement is filed for up to 11,908 shares issuable upon
     the  exercise  of  options  granted  pursuant  to  the  Glenway   Financial
     Corporation  1990 Stock Option and Incentive  Plan,  5,621 shares  issuable
     upon the  exercise  of options  granted  pursuant to the  Fidelity  Federal
     Savings Bank 1992 Stock  Incentive  Plan,  52,851 shares  issuable upon the
     exercise of options  granted  pursuant to the  Fidelity  Financial of Ohio,
     Inc. 1997 Stock Option Plan,  12,616  shares  issuable upon the exercise of
     options granted  pursuant to the OHSL Financial Corp. 1992 Stock Option and
     Incentive  Plan and 800,000  shares  issuable  upon the exercise of options
     granted pursuant to the Provident Financial Group, Inc. 2000 Employee Stock
     Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the Nasdaq  Stock Market on February 2, 2000
     at $ 32.3125 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed by Provident  Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

     1.   Provident's  Annual  Report on Form  10-K for the  Fiscal  Year  ended
          December 31, 1998.

     2.   Provident's  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          March 31, 1999, June 30, 1999 and September 30, 1999.

     3.   Provident's  Reports on Form 8-K dated January 29, 1999, June 25, 1999
          and November 24, 1999.

     4.   The   description  of  Provident's   common  stock  contained  in  the
          Registration Statement on Form S-4, SEC File No. 333-32423.

     All reports and other documents subsequently filed by Provident pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
Common Stock  offered has been sold or which  deregisters  all Common Stock then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     The  legality of the Common  Stock  offered  hereby will be passed upon for
Provident by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L.  participating  in  matters  related to the Plans own  114,323  shares of
Provident's Common Stock.
Item 6.  Indemnification of Directors and Officers

     Ohio  Revised  Code,  Section  1701.13(E),  allows  indemnification  by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel  or by the  shareholders  or by the  court.  The  registrant's  Code  of
Regulations extends such indemnification.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits*

Exhibit 4.1    Glenway Financial Corporation 1990  Stock  Option  and  Incentive
               Plan,as Amended (formerly known as the Centennial Financial Corp.
               1990 Stock Option and Incentive Plan)  (incorporated by reference
               to  Centennial  Financial  Corp.'s Form S-8,  File No.  33-52984,
               filed  with  the SEC on  October  6,  1992)
Exhibit  4.2   Second Amendment to the Glenway Financial  Corporation 1990 Stock
               Option and Incentive  Plan
Exhibit 4.3    Fidelity   Federal   Savings  Bank  1992  Stock   Incentive  Plan
               (incorporated by reference to Fidelity  Financial of Ohio, Inc.'s
               Form S-1, File No.  33-99304,  filed with the SEC on November 14,
               1995)
Exhibit 4.4    Fidelity   Financial  of  Ohio,   Inc.  1997  Stock  Option  Plan
               (incorporated by reference to Fidelity  Financial of Ohio, Inc.'s
               Form 10-K filed with the SEC on March 30, 1998)
Exhibit 4.5    First  Amendment to the Fidelity  Financial  of Ohio,  Inc.  1997
               Stock Option Plan
Exhibit 4.6    OHSL  Financial  Corp.  1992  Stock  Option  and  Incentive  Plan
               (incorporated  by reference to OHSL  Financial  Corp.'s Form S-1,
               File No. 33-53348, filed with the SEC on October 16, 1992)
Exhibit 4.7    Provident Financial Group, Inc. 2000 Employee Stock Option Plan
Exhibit 5      Opinion of  Keating,  Muething & Klekamp, P.L.L.
Exhibit 23.1   Consent of Ernst & Young, L.L.P.
Exhibit 23.2   Consent of  Keating,  Muething & Klekamp,  P.L.L.  (contained  in
               Exhibit 5)
Exhibit  24    Power  of  Attorney  (contained  in the signature page)

--------
* All exhibits are filed herewith unless otherwise indicated.

Item 9.  Undertakings

     9.1 The undersigned  registrant hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement:(i)  to  include  any  prospectus  required  by  Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  to  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

     9.2 The undersigned  registrant  hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.3  The   undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

     9.4 The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cincinnati, Ohio, on February 9, 2000.

                                      PROVIDENT FINANCIAL GROUP, INC.

                                      By:  /s/ Robert L. Hoverson
                                         -----------------------------
                                         Robert L. Hoverson
                                         Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk hereby authorizes Robert L. Hoverson or Mark E. Magee or
Christopher J. Carey as  attorney-in-fact to sign on his behalf individually and
in each capacity  indicated  below,  any  amendments,  including  post-effective
amendments, to this Registration Statement.

    Signature                          Capacity                     Date
    ---------                          --------                     ----

*/S/ Robert L. Hoverson
----------------------------      Chief Executive               February 9, 2000
Robert L. Hoverson                Officer and Director
                                  Principal Executive
                                  Officer)

*/S/ Philip R. Myers
----------------------------      Executive Vice President      February 9, 2000
Philip R. Myers                   and Director

* /S/ Christopher J. Carey
----------------------------      Executive Vice President      February 9, 2000
Christopher J. Carey              and Chief Financial
                                  Officer (Principal
                                  Financial Officer and
                                  Principal Accounting
                                  Officer)

*/S/ Jack M. Cook
----------------------------      Director                      February 9, 2000
Jack M. Cook
*/S/ Thomas D. Grote, Jr.
----------------------------       Director                     February 9, 2000
Thomas D. Grote, Jr.

---------------------------        Director                     February _, 2000
Joseph A. Pedoto

*/S/ Sidney A. Peerless
--------------------------         Director                     February 9, 2000
Sidney A. Peerless

---------------------------        Director                     February _, 2000
Joseph A. Steger