As filed with the Securities and Exchange Commission on December 3, 1996.
                                          Registration No. 333-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

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

                          ----------------------------
                             PROVIDENT BANCORP, INC.
                           DEFERRED COMPENSATION PLAN

                          -----------------------------

                               Mark E. Magee, Esq.
                             Provident Bancorp, 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 Unit (2)   Price (2)       Fee (3)
--------------------------------------------------------------------------------
  Deferred
  Compensation      $16,908,750          $1        $16,908,750       $5,904
  Obligations

  Common Stock,       300,000          $51.875     $15,562,500       $4,716
  No par value        Shares


(1)  This  Registration  Statement  is filed for up to  $16,908,750  in Deferred
     Compensation  Obligations and up to 300,000 shares issuable pursuant to the
     Provident Bancorp, Inc. Deferred Compensation Plan.

(2)  Estimated solely for purposes of calculating registration fees.

(3)  Registration  fee has been calculated  pursuant to Rule 457(h) based on the
     average of the high and low prices of the Common Stock quoted on the Nasdaq
     Stock Market on November 29, 1996 of $51.875 per share.

<PAGE>

                                      - 2 -



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration  Statement is filed pursuant to General  Instruction E to
Form S-8 for the  registration  of up to an additional  300,000 shares of Common
Stock and up to $15,856,560 in Deferred Compensation Obligations pursuant to the
Provident Bancorp, Inc. Deferred Compensation Plan (the "Plan"). The contents of
the Registrant's  Registration  Statement on Form S-8 (File No.33-61576),  filed
April 23, 1996 for up to 200,000 shares of Common Stock issuable pursuant to the
Plan, are herein incorporated by reference.


Item 4.           Description of Securities

     Any employee of Provident Bancorp,  Inc.  ("Provident") or its subsidiaries
who is a key member of management or who is a  highly-compensated  employee,  as
determined  under  the  Employee  Retirement  Income  and  Security  Act of 1974
("ERISA"),  may be selected by the Compensation  Committee (the  "Committee") to
participate in the Plan. An employee who is selected to partici pate in the Plan
may elect in writing to defer from 5% to 50% of his or her compensation into the
Plan  on  a  pre-tax  basis.  At  the  time  of  making  an  election  to  defer
compensation,  the Participant  must also elect whether the amounts deferred are
to be invested in a Provident  Stock  Account or a  Self-Directed  Account.  The
election  is for a period of two years  with  respect to  deferred  compensation
invested in a Provident Stock Account and one year for compensation  invested in
a Self-Directed Account.

     A Participant's  election to invest compensation deferred under the Plan in
a Provident  Stock  Account  applies  for two Plan  Years.  The Plan Year is the
calendar  year.  Assets  of the Plan are  administered  and held by the  Trustee
pursuant to a Trust  Agreement  entered into between  Provident and the Trustee.
Amounts  invested in a Provident  Stock Account are  transferred by Provident to
the Trustee of the Trust.  Transferred  amounts  are  invested by the Trustee in
shares of Common  Stock,  and the  Participant's  Account is  credited  with the
appropriate  number of shares.  Dividends earned on the Common Stock held in the
Account are also invested in Common Stock by the Trustee.

     For the initial four Plan Years that  compensation  has been  deferred in a
Provident  Stock  Account,  the Account is also  credited  with a percentage  of
Provident's  pre-tax  earnings  per share for each Share of Common  Stock in the
Account. The percentage of pre-tax earnings per share to be credited depends

<PAGE>

                                      - 3 -


     upon Provident's return on equity and begins at 20% of pre-tax earnings per
share for a return on equity of 11% and  increases  to 200% of pre-tax  earnings
per  share  for a return on equity  of 25% and  above.  These  amounts  are also
transferred to the Trustee and used to acquire Common Stock.

     Compensation  invested in a Provident Stock Account remains in the Plan for
four Plan Years.  After four Plan Years,  the Account may be (1)  distributed to
the  Participant,  (2)  redeferred  for an  additional  four  Plan  Years or (3)
transferred to a Self-Directed  Account. After compensation has been deferred in
a Provident  Stock Account for eight Plan Years,  the Account must either (1) be
distributed to the Participant or (2) transferred to a Self-Directed Account.

     Amounts  held  in  Participant's  Provident  Stock  Accounts  will  also be
distributed  to a Participant  upon  termination of employment  with  Provident,
unless  the   termination  of  employment  is  due  to  the  retirement  of  the
Participant,  in which  case the  amounts  in a  Participant's  Provident  Stock
Accounts will be transferred  automatically to the  Participant's  Self-Directed
Account and distributed as described  below.  Distribution  may be made prior to
termination of employment in the event of a hardship.

     A  Participant's  election  to  defer  compensation  into a Self-  Directed
Account may be revised every Plan Year. Compensation deferred in a Self-Directed
Account is also transferred by Provident to the Trust.  Transferred  amounts are
invested by the Trustee as directed by the Participant.

     Amounts  deferred  in a  Participant's  Self-Directed  Account are not paid
until the Participant retires or otherwise terminates employment with Provident.
If termination of employment is due to retirement,  the Participant may elect to
receive  payment  in  up to  10  annual  installments.  Distributions  are  also
permitted prior to termination of employment in the event of a hardship.

     Provident  contributes to a Participant's  Self-Directed Account the amount
by which a deferral of  compensation  under the Plan  reduces the  Participant's
share of ESOP contributions  under the Provident Bancorp,  Inc. Retirement Plan.
Provident also  contributes to a Participant's  Self-Directed  Account  matching
contributions  that would have been  generated if the amounts  deferred into the
Self-Directed  Account  had  been  deferred  under  the  401(k)  portion  of the
Retirement Plan by the Participant;  provided that this  contribution  shall not
exceed the maximum  matching  contribution  permitted under the Retirement Plan,

<PAGE>

                                      - 4 -


and  shall be offset by any actual  matching  contributions  received  under the
Retirement Plan.

Item 5.           Interests of Named Experts and Counsel

     The  legality  of the Common  Stock and the  Deferred  Obligations  offered
hereby will be passed upon for the Company by Keating,  Muething & Klekamp, 1800
Provident Tower, One East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of
Keating, Muething & Klekamp own 86,805 shares of the Company's Common Stock.


Item 8.           Exhibits

  Exhibit 4.1                    Provident Bancorp Deferred Compensation
                                 Plan, as amended and restated
  Exhibit 4.2                    Provident Bancorp Deferred Compensation
                                 Trust Agreement (incorporated by reference
                                 to the Exhibit 4.2 Company's Form S-8 
                                 Registration Statement (Registration 
                                 No. 33-61576)filed on April 23, 1996)
  Exhibit 5                      Opinion of Keating, Muething & Klekamp
  Exhibit 23.1                   Consent of Ernst & Young, L.L.P.
  Exhibit 23.2                   Consent of Keating, Muething & Klekamp,
                                 P.L.L. (contained on Exhibit 5)
  Exhibit 24                     Power of Attorney (contained on the
                                 signature page)







----------------------
         *Incorporated by reference as indicated.



<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 November ___, 1996.


                                            PROVIDENT BANCORP, INC.


                                            By:________________________________
                                               Allen L. Davis
                                               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  Allen L. Davis or Philip R. Myers or
John R. Farrenkopf 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

---------------------*         Chief Executive        November __, 1996
Allen L. Davis                 Officer and
                               Director
                               (Principal
                               Executive Officer)

-------------------*           Vice President and     November __, 1996
John R. Farrenkopf             Chief Financial
                               Officer (Principal
                               Financial Officer
                               and Principal
                               Accounting
                               Officer)

---------------------*         Director               November __, 1996
Jack M. Cook

---------------------*         Director               November __, 1996
Thomas D. Grote, Jr.



---------------------*          Senior Vice           November __, 1996
Philip R. Myers                 President and
                                Director

---------------------*          Director              November __, 1996
Joseph A. Pedoto

---------------------*          Director              November __, 1996
Sidney A. Peerless

---------------------*          Director              November __, 1996
Joseph A. Steger
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 12182}]
{"company-data": {"conformed-name": "PROVIDENT BANCORP 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": "333-17185", "film-number": "96675185"}, "business-address": {"street1": "ONE E FOURTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5135792000"}}
As filed with the Securities and Exchange Commission on December 3, 1996.
                                          Registration No. 333-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

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

                          ----------------------------
                             PROVIDENT BANCORP, INC.
                           DEFERRED COMPENSATION PLAN

                          -----------------------------

                               Mark E. Magee, Esq.
                             Provident Bancorp, 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 Unit (2)   Price (2)       Fee (3)
--------------------------------------------------------------------------------
  Deferred
  Compensation      $16,908,750          $1        $16,908,750       $5,904
  Obligations

  Common Stock,       300,000          $51.875     $15,562,500       $4,716
  No par value        Shares

(1)  This  Registration  Statement  is filed for up to  $16,908,750  in Deferred
     Compensation  Obligations and up to 300,000 shares issuable pursuant to the
     Provident Bancorp, Inc. Deferred Compensation Plan.

(2)  Estimated solely for purposes of calculating registration fees.

(3)  Registration  fee has been calculated  pursuant to Rule 457(h) based on the
     average of the high and low prices of the Common Stock quoted on the Nasdaq
     Stock Market on November 29, 1996 of $51.875 per share.
- 2 -

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration  Statement is filed pursuant to General  Instruction E to
Form S-8 for the  registration  of up to an additional  300,000 shares of Common
Stock and up to $15,856,560 in Deferred Compensation Obligations pursuant to the
Provident Bancorp, Inc. Deferred Compensation Plan (the "Plan"). The contents of
the Registrant's  Registration  Statement on Form S-8 (File No.33-61576),  filed
April 23, 1996 for up to 200,000 shares of Common Stock issuable pursuant to the
Plan, are herein incorporated by reference.

Item 4.           Description of Securities

     Any employee of Provident Bancorp,  Inc.  ("Provident") or its subsidiaries
who is a key member of management or who is a  highly-compensated  employee,  as
determined  under  the  Employee  Retirement  Income  and  Security  Act of 1974
("ERISA"),  may be selected by the Compensation  Committee (the  "Committee") to
participate in the Plan. An employee who is selected to partici pate in the Plan
may elect in writing to defer from 5% to 50% of his or her compensation into the
Plan  on  a  pre-tax  basis.  At  the  time  of  making  an  election  to  defer
compensation,  the Participant  must also elect whether the amounts deferred are
to be invested in a Provident  Stock  Account or a  Self-Directed  Account.  The
election  is for a period of two years  with  respect to  deferred  compensation
invested in a Provident Stock Account and one year for compensation  invested in
a Self-Directed Account.

     A Participant's  election to invest compensation deferred under the Plan in
a Provident  Stock  Account  applies  for two Plan  Years.  The Plan Year is the
calendar  year.  Assets  of the Plan are  administered  and held by the  Trustee
pursuant to a Trust  Agreement  entered into between  Provident and the Trustee.
Amounts  invested in a Provident  Stock Account are  transferred by Provident to
the Trustee of the Trust.  Transferred  amounts  are  invested by the Trustee in
shares of Common  Stock,  and the  Participant's  Account is  credited  with the
appropriate  number of shares.  Dividends earned on the Common Stock held in the
Account are also invested in Common Stock by the Trustee.

     For the initial four Plan Years that  compensation  has been  deferred in a
Provident  Stock  Account,  the Account is also  credited  with a percentage  of
Provident's  pre-tax  earnings  per share for each Share of Common  Stock in the
Account. The percentage of pre-tax earnings per share to be credited depends
- 3 -

     upon Provident's return on equity and begins at 20% of pre-tax earnings per
share for a return on equity of 11% and  increases  to 200% of pre-tax  earnings
per  share  for a return on equity  of 25% and  above.  These  amounts  are also
transferred to the Trustee and used to acquire Common Stock.

     Compensation  invested in a Provident Stock Account remains in the Plan for
four Plan Years.  After four Plan Years,  the Account may be (1)  distributed to
the  Participant,  (2)  redeferred  for an  additional  four  Plan  Years or (3)
transferred to a Self-Directed  Account. After compensation has been deferred in
a Provident  Stock Account for eight Plan Years,  the Account must either (1) be
distributed to the Participant or (2) transferred to a Self-Directed Account.

     Amounts  held  in  Participant's  Provident  Stock  Accounts  will  also be
distributed  to a Participant  upon  termination of employment  with  Provident,
unless  the   termination  of  employment  is  due  to  the  retirement  of  the
Participant,  in which  case the  amounts  in a  Participant's  Provident  Stock
Accounts will be transferred  automatically to the  Participant's  Self-Directed
Account and distributed as described  below.  Distribution  may be made prior to
termination of employment in the event of a hardship.

     A  Participant's  election  to  defer  compensation  into a Self-  Directed
Account may be revised every Plan Year. Compensation deferred in a Self-Directed
Account is also transferred by Provident to the Trust.  Transferred  amounts are
invested by the Trustee as directed by the Participant.

     Amounts  deferred  in a  Participant's  Self-Directed  Account are not paid
until the Participant retires or otherwise terminates employment with Provident.
If termination of employment is due to retirement,  the Participant may elect to
receive  payment  in  up to  10  annual  installments.  Distributions  are  also
permitted prior to termination of employment in the event of a hardship.

     Provident  contributes to a Participant's  Self-Directed Account the amount
by which a deferral of  compensation  under the Plan  reduces the  Participant's
share of ESOP contributions  under the Provident Bancorp,  Inc. Retirement Plan.
Provident also  contributes to a Participant's  Self-Directed  Account  matching
contributions  that would have been  generated if the amounts  deferred into the
Self-Directed  Account  had  been  deferred  under  the  401(k)  portion  of the
Retirement Plan by the Participant;  provided that this  contribution  shall not
exceed the maximum  matching  contribution  permitted under the Retirement Plan,
- 4 -

and  shall be offset by any actual  matching  contributions  received  under the
Retirement Plan.

Item 5.           Interests of Named Experts and Counsel

     The  legality  of the Common  Stock and the  Deferred  Obligations  offered
hereby will be passed upon for the Company by Keating,  Muething & Klekamp, 1800
Provident Tower, One East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of
Keating, Muething & Klekamp own 86,805 shares of the Company's Common Stock.

Item 8.           Exhibits

  Exhibit 4.1                    Provident Bancorp Deferred Compensation
                                 Plan, as amended and restated
  Exhibit 4.2                    Provident Bancorp Deferred Compensation
                                 Trust Agreement (incorporated by reference
                                 to the Exhibit 4.2 Company's Form S-8 
                                 Registration Statement (Registration 
                                 No. 33-61576)filed on April 23, 1996)
  Exhibit 5                      Opinion of Keating, Muething & Klekamp
  Exhibit 23.1                   Consent of Ernst & Young, L.L.P.
  Exhibit 23.2                   Consent of Keating, Muething & Klekamp,
                                 P.L.L. (contained on Exhibit 5)
  Exhibit 24                     Power of Attorney (contained on the
                                 signature page)

----------------------
         *Incorporated by reference as indicated.
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 November ___, 1996.

                                            PROVIDENT BANCORP, INC.

                                            By:________________________________
                                               Allen L. Davis
                                               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  Allen L. Davis or Philip R. Myers or
John R. Farrenkopf 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

---------------------*         Chief Executive        November __, 1996
Allen L. Davis                 Officer and
                               Director
                               (Principal
                               Executive Officer)

-------------------*           Vice President and     November __, 1996
John R. Farrenkopf             Chief Financial
                               Officer (Principal
                               Financial Officer
                               and Principal
                               Accounting
                               Officer)

---------------------*         Director               November __, 1996
Jack M. Cook

---------------------*         Director               November __, 1996
Thomas D. Grote, Jr.

---------------------*          Senior Vice           November __, 1996
Philip R. Myers                 President and
                                Director

---------------------*          Director              November __, 1996
Joseph A. Pedoto

---------------------*          Director              November __, 1996
Sidney A. Peerless

---------------------*          Director              November __, 1996
Joseph A. Steger