EXHIBIT 99(b)


                          CIRCLE FINANCIAL CORPORATION
                                 REVOCABLE PROXY
                         Special Meeting of Shareholders
                            ______________ ___, 1996

          This Proxy is solicited on behalf of the Board of Directors.

         The  undersigned,  as a holder  of  Common  Stock of  Circle  Financial
Corporation  ("CFC"),  hereby  appoints  the Board of  Directors  of CFC, or any
successors  thereto,  as  Proxies,  with the full  powers  of  substitution,  to
represent  and to vote as  designated  on the  reverse  of this  card all of the
shares of Common Stock of CFC which the  undersigned  is entitled to vote at the
Special  Meeting  of   Shareholders   to  be  held  at   ______________________,
Sharonville,  Ohio,  on ________ __, 1996 at __:__ _.m.,  Eastern  Time,  or any
adjournment thereof.

         This Proxy may be revoked at any time before it is exercised.

         Shares  of  Common  Stock of CFC will be  voted  as  specified.  Unless
otherwise  specified,  this  Proxy  will be voted FOR the  proposal  to adopt an
Amended and  Restated  Agreement of Merger,  dated as of June 13,  1996,  by and
among  Fidelity   Financial  of  Ohio,  Inc.  ("FFOH"),   Fidelity   Acquisition
Corporation  ("FAC"),  a wholly owned  subsidiary of FFOH, and CFC. If any other
matter is properly  presented at the Special Meeting of Shareholders,  the Proxy
will be voted in  accordance  with the  judgment  of the  persons  appointed  as
Proxies.

                    IMPORTANT:  PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE.





           PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK


                                          [ I plan to attend the meeting [ ]  ]







Proposal to adopt an Amended and Restated Agreement of Merger,  dated as of June
13, 1996 (the  "Agreement"),  by and among FFOH,  FAC and CFC,  which  provides,
among other things,  for (i) the merger of CFC with and into FAC (the  "Merger")
and  (ii)  the  conversion  of each  share of  common  stock of CFC  outstanding
immediately prior to the Merger (other than any dissenting shares under Ohio law
and any shares held by either FFOH or CFC) into the right to receive, subject to
certain further terms,  conditions,  limitations and procedures set forth in the
Agreement,  either  $38.00 in cash or a number of  shares of FFOH  common  stock
which will be  determined  by  applying a formula,  set forth in the  Agreement,
which is based on the average  market  price of the FFOH common  stock over a 20
trading  day  period  ending  on the date  FFOH and CFC  receive  all  requisite
regulatory  approvals and satisfy all applicable  waiting periods related to the
Merger.


       FOR                        AGAINST                   ABSTAIN
   ---------                     ---------                 ---------
       [ ]                          [ ]                      [ ]
   ---------                     ---------                 ---------


         The Board of  Directors  of CFC  recommends  a vote FOR approval of the
         Agreement. Such votes are hereby solicited by the Board of Directors.



         Dated: __________________________________, 1996

         Signature  ______________________________

         Signature  ______________________________
                      (print name)

         Important:  Please sign your name exactly as it appears  hereon. When
         shares are held as joint tenants, either may sign. When signing as an
         attorney, executor, administrator, trustee or guardian, add such title
         to your signature.

         Note:  If you receive more than one proxy card, please date and sign
         each card and return all proxy cards in the enclosed envelope.