SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Fidelity Financial of Ohio, Inc.

(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

[LETTERHEAD OF FIDELITY FINANCIAL OF OHIO, INC}

April 12, 1999

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Fidelity Financial of Ohio, Inc. (the "Company"). The meeting will be held at
the Radisson Inn located at 11320 Chester Road, Sharonville, Ohio, on Tuesday,
May 18, 1999, at 2:00 p.m., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.

The Board of Directors of Fidelity Financial of Ohio, Inc. has determined
that the matters to be considered at the Annual Meeting are in the best
interests of the Company and its shareholders. For the reasons set forth in the
Proxy Statement, the Board unanimously recommends that you vote "FOR" each
matter to be considered.

It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.

Please be advised that the historical information set forth in the Proxy
Statement relates to the Company and Fidelity Federal Savings Bank prior to the
Company's merger of equals with Glenway Financial Corporation ("Glenway").
Accordingly, historical information relating to Glenway and Centennial Savings
Bank prior to the merger of equals is not presented.

Your continued support of and interest in Fidelity Financial of Ohio, Inc.
are sincerely appreciated.

Sincerely,

/s/ John R. Reusing /s/ Robert R. Sudbrook
John R. Reusing Robert R. Sudbrook
Chairman of the Board President and Chief Executive Officer

FIDELITY FINANCIAL OF OHIO, INC.
5535 Glenway Avenue
Cincinnati, Ohio 45238
(513) 922-5959

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1999

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Fidelity
Financial of Ohio, Inc. (the "Company") will be held at the Radisson Inn located
at 11320 Chester Road, Sharonville, Ohio, on Tuesday, May 18, 1999, at 2:00
p.m., Eastern Time, for the following purposes, all of which are more completely
set forth in the accompanying Proxy Statement:

1. To elect four (4) directors for a three-year term, and until their
successors are elected and qualified;

2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the year ending December 31, 1999;

3. To transact such other business as may properly come before the meeting
or any adjournment thereof. Except with respect to procedural matters incident
to the conduct of the Annual Meeting, management is not aware of any other
matters which could come before the Annual Meeting.

The Board of Directors of the Company has fixed April 5, 1999 as the voting
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting or at any
such adjournment.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Robert R. Sudbrook
Robert R. Sudbrook
President and Chief Executive Officer
April 12, 1999
Cincinnati, Ohio

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED
BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

FIDELITY FINANCIAL OF OHIO, INC.
----------------------------

PROXY STATEMENT
----------------------------

ANNUAL MEETING OF STOCKHOLDERS

May 18, 1999

General

This Proxy Statement is being furnished to the stockholders of Fidelity
Financial of Ohio, Inc. (the "Company"), the holding company of Centennial Bank
(including all predecessors thereto, the "Bank"). On March 19, 1999, following
receipt of all required regulatory and stockholder approvals, the Company
completed the merger of equals with Glenway Financial Corporation ("Glenway"),
pursuant to the merger of Glenway with and into a wholly owned subsidiary of the
Company, and the subsequent merger of Fidelity Federal Savings Bank, a federally
chartered savings bank and a wholly owned indirect subsidiary of the Company
("Fidelity Bank"), with and into Centennial Savings Bank, an Ohio-chartered
savings bank and a wholly owned subsidiary of Glenway (collectively, the "Merger
of Equals"). Proxies are being solicited on behalf of the Board of Directors of
the Company to be used at the Annual Meeting of Stockholders ("Annual Meeting")
to be held at the Radisson Inn located at 11320 Chester Road, Sharonville, Ohio,
on Tuesday, May 18, 1999, at 2:00 p.m., Eastern Time, and at any adjournment
thereof, for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This Proxy Statement is first being mailed to stockholders on or
about April 12, 1999.

Voting Rights

Only the holders of record of the outstanding shares of the common stock,
$0.10 par value per share, of the Company ("Common Stock") at the close of
business on April 5, 1999 ("Voting Record Date") will be entitled to notice of
and to vote at the Annual Meeting. At such date, there were 9,119,619 shares of
Common Stock issued and outstanding.

Holders of record of Common Stock at the close of business on April 5, 1999
will be entitled to one vote per share on all matters that may properly come
before the Annual Meeting. Stockholders of the Company are not permitted to
cumulate their votes for the election of directors. A plurality of the total
votes cast at the Annual Meeting is required to elect each director. Abstentions
are considered in determining the presence of a quorum but will not affect the
vote required for the election of directors. The affirmative vote of the holders
of a majority of the total votes present, in person or by proxy, at the Annual
Meeting is required to approve the ratification of the independent auditors.
Abstentions will not be counted as votes cast, and accordingly will have no
effect on the voting of this proposal. Under rules of the New York Stock
Exchange, the

proposals for election of directors and ratification of independent auditors are
considered "discretionary" items upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions and for which there will not be "broker non-votes." The presence,
either in person or by proxy, of the holders of a majority of the shares of
Common Stock outstanding on April 5, 1999 is necessary to constitute a quorum at
the Annual Meeting.

Proxies

Shares of Common Stock represented by properly executed proxies, if such
proxies are received in time and not revoked, will be voted in accordance with
the instructions indicated on the proxies. If no instructions are indicated,
such proxies will be voted for the nominees for director described herein, for
the ratification of Grant Thornton LLP as the Company's independent auditors for
the year ending December 31, 1999, and, in the discretion of the proxy holder,
as to any other matter which may properly come before the Annual Meeting. Any
holder of Common Stock who returns a signed proxy but fails to provide
instructions as to the manner in which such shares are to be voted will be
deemed to have voted for the matters set forth in the preceding sentence in the
manner described above.

A Company stockholder who has given a proxy may revoke it at any time prior
to its exercise at the Annual Meeting by (i) giving written notice of revocation
to the Secretary of the Company, (ii) properly submitting to the Company a
duly-executed proxy bearing a later date, or (iii) attending the Annual Meeting
and voting in person. All written notices of revocation and other communications
with respect to revocation of proxies should be addressed as follows: Fidelity
Financial of Ohio, Inc., 5535 Glenway Avenue, Cincinnati, Ohio 45238, Attention:
Secretary.

Beneficial Ownership

The following table sets forth information as to the Common Stock
beneficially owned, as of April 5, 1999, by (i) the only persons or entities,
including any "group" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), who or which was known to the
Company to be the beneficial owner of more than 5% of the issued and outstanding
Common Stock, (ii) the directors and director nominees of the Company, (iii)
those executive officers of the Company whose salary and bonus exceeded $100,000
in fiscal 1998, and (iv) all directors and executive officers of the Company as
a group.

Amount and Nature of Beneficial
Name and Address of Beneficial Owner Ownership(1) Percent of Class
- ------------------------------------ ------------------------------- ----------------

Employee Stock Ownership Plan Trust
5535 Glenway Avenue
Cincinnati, Ohio 45238 561,393(2) 6.16%

Daniel W. Geeding 47,178(3) *
Joseph D. Hughes 63,843(4) *
Michael W. Jordan 21,178(5) *
Kenneth C. Lichtendahl 61,344(6) *
David A. Luecke 19,231(7) *
Constantine N. Papadakis 17,044(8) *
John R. Reusing 109,199(9) 1.20%
Edgar A. Rust 113,506(10) 1.24%
Thomas N. Spaeth 21,097(11) *
Paul D. Staubach 73,672(12) *
Robert R. Sudbrook 59,612(13) *
John L. Torbeck 44,919(14) *
Robert W. Zumbiel 34,963(15) *

All directors and executive officers
of the Company as a group 16 persons) 732,997(16) 7.92%

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

* Represents less than 1.0% of the issued and outstanding Common Stock.

(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Exchange Act, a person or entity is considered to
beneficially own shares of Common Stock if the person or entity has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or direct the disposition of the shares. Unless otherwise
indicated, a person or entity has sole voting and sole investment power
with respect to the indicated shares. Shares which are subject to stock
options and which may be exercised within 60 days of April 5, 1999 are
deemed to be outstanding for the purpose of computing the percentage of
Common Stock beneficially owned by such person.

(Footnotes continued on following page)

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

(2) The Employee Stock Ownership Plan Trust ("Trust") was established pursuant
to the ESOP by an agreement between the Company and Eastern Bank, who act
as trustees of the ESOP ("Trustees"). As of April 5, 1999, 394,499 shares
held in the Trust were unallocated and 166,894 shares held in the Trust had
been allocated to the accounts of participating employees. Under the terms
of the ESOP, the Trustees will generally vote all allocated shares held in
the ESOP in accordance with the instructions of the participating
employees, and unallocated shares and allocated shares for which employees
do not give instructions will generally be voted in the same ratio on any
matter as to those shares for which instructions are given, subject in each
case to the fiduciary duties of the ESOP trustees and applicable law.

(3) Includes 1,470 shares as to which Mr. Geeding shares voting or investment
power.

(4) Includes 1,953 shares held by the Company's ESOP for the account of Mr.
Hughes, 2,159 shares held in the Company's 401(k) Retirement Plan and
options to purchase 6,244 shares pursuant to the Company's 1997 Stock
Option Plan.

(5) Includes options to purchase 5,203 shares pursuant to the Company's 1997
Stock Option Plan.

(6) Includes 9,132 shares as to which Mr. Lichtendahl shares voting or
investment power.

(7) Includes 500 shares as to which Mr. Luecke shares voting or investment
power and options to purchase 6,244 shares pursuant to the Company's 1997
Stock Option Plan.

(8) Includes options to purchase 6,244 shares pursuant to the Company's 1997
Stock Option Plan.

(9) Includes 337 shares as to which Mr. Reusing shares voting or investment
power, 337 shares owned by Mr. Reusing's wife, options to purchase 11,438
shares pursuant to the Company's 1992 Stock Incentive Plan, options to
purchase 6,804 shares pursuant to the Company's 1997 Stock Option Plan,
21,270 shares held by the Company's ESOP for the account of Mr. Reusing and
8,585 shares held by the Company's 401(k) Retirement Plan.

(10) Includes 13,770 shares held in a trust for which Mr. Rust is the trustee,
19,143 shares held by the Company's ESOP for the account of Mr. Rust and
24,174 shares held by the Company's 401(k) Retirement Plan.

(11) Includes 3,800 shares held in Mr. Spaeth's wife's IRA and options to
purchase 6,244 shares pursuant to the Company's 1997 Stock Option Plan.

(Footnotes continued on following page)

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

(12) Includes options to purchase 8,289 shares pursuant to the Company's 1992
Stock Incentive Plan, options to purchase 4,977 shares pursuant to the
Company's 1997 Stock Option Plan, 11,559 shares held by the Company's ESOP
for the account of Mr. Staubach, 3,444 shares held by the Company's 401(k)
Retirement Plan, and 650 shares held in trust for Mr. Staubach's children,
for which Mr. Staubach is custodian.

(13) Includes 4,242 shares held by the Company's ESOP for the account of Mr.
Sudbrook, 480 shares held by the Company's 401(k) Retirement Plan and
options to purchase 31,500 shares.

(14) Includes 9,249 shares which may be acquired upon the exercise of options.

(15) Includes options to purchase 6,244 shares pursuant to the Company's 1997
Stock Option Plan.

(16) Includes in the case of all directors and executive officers of the Company
as a group, options to purchase 138,680 shares granted pursuant to the
Company's stock option plans, 42,837 shares of Common Stock held for the
account of participating executive officers in the Company's 401(k)
Retirement Plan and 59,976 shares of Common Stock which are held by the
trust established pursuant to the Company's ESOP, which have been allocated
to the accounts of participating officers and consequently will be voted at
the Annual Meeting by such participating officers.

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERM CONTINUES AND EXECUTIVE OFFICERS

Election of Directors

The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes, each of which contains
approximately one-third of the Board, and that the members of each class shall
be elected for staggered three-year terms, and until their successors are
elected and qualified. The Company currently has 12 directors.

At the Annual Meeting, stockholders of the Company will be asked to
elect four (4) directors for a three-year term, and until their successors are
elected and qualified. The four nominees for election as directors were selected
by the full Board of Directors, performing the functions of a Nominating
Committee. All nominees currently serve as directors of the Company. There are
no arrangements or understandings between the persons named and any other person
pursuant to which such person was selected as a nominee for election as a
director at the Annual Meeting. No director or nominee for director is related
to any other director or executive officer of the Company by blood, marriage or
adoption.

If any person named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors of the Company. At this time, the Board of Directors knows of no
reason why any of the nominees may not be able to serve as a director if
elected.

The Articles of Incorporation of the Company provide that stockholders
of the Company may nominate persons for director in addition to nominees
selected by the Board of Directors, provided that such nominations are in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Company, 5535 Glenway Avenue, Cincinnati, Ohio 45238,
not less than 60 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Each written notice of a stockholder nomination
shall set forth: (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director (i) the name, age, business address
and, if known, residence address of such person, (ii) the principal occupation
or employment of such person, (iii) the number of shares of Company Common Stock
which are beneficially owned by such person on the date of such stockholder
notice, and (iv) any other information reasonably requested by the Company.

Information with Respect to Nominees for Director and Continuing Directors

The following tables present information concerning each nominee for
director of the Company and each director whose term continues, including tenure
as a director of Fidelity Bank and his principal occupation during the past five
years. Each of the nominees is also a director of the Bank.

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2002

Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since(1)
- ------------------------------- --------- ------------------------------------------------------------ ---------

Joseph D. Hughes 47 Director; Executive Vice President of the Company and 1996
Executive Vice President and Chief Lending Officer of the
Bank since October 1996; Senior Vice President of Circle
Financial Corporation from September 1994 to October 1996;
President of People's Savings Association from September
1994 to October 1996; Vice President of the Bank from
January 1994 to August 1994; President of First Financial
Savings Association from April 1989 to December 1993.

Constantine N. Papadakis 53 Director; President of Drexel University, Philadelphia, 1995
Pennsylvania, since August 1995; Dean of the College of
Engineering, University of Cincinnati, Cincinnati, Ohio,
from February 1986 to July 1995.

Thomas N. Spaeth 61 Director; Chief Financial Officer of Champion Window & 1996
Manufacturing, Inc. since October 1997; Partner, Spaeth &
Batterberry, Ltd. from 1983 to September 1997; Certified
Public Accountant.

Robert R. Sudbrook 56 Director; President and Chief Executive Officer of the 1999
Company and Chairman of the Board and Chief Executive
Officer of the Bank since March 1999; President and Chief
Executive Officer of Glenway and Centennial Bank from July
1996 to March 1999. Mr. Sudbrook's 29 years in banking
began with Hawkeye Bancorporation ("Hawkeye"). Since
leaving Hawkeye in 1978, Mr. Sudbrook has served as chief
executive officer at several banks including a Society
Bank affiliate and most recently North Side Bank & Trust
Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE
NOMINEES BE ELECTED AS DIRECTORS

DIRECTORS WITH TERMS EXPIRING IN 2000

Daniel W. Geeding 57 Director; Dean of the College of Business Administration 1999
at Xavier University from 1988 through 1998. Mr. Geeding
currently serves as a Professor of Management and the
Director of the Center for International Business at
Xavier University. Mr. Geeding also serves as a director
of Frisch's Restaurants, Inc. and Zaring National Homes,
Inc.

Michael W. Jordan 36 Director; Executive Vice President of Jordan Realtors, 1995
Cincinnati, Ohio, since 1992; associated with Jordan
Realtors since 1984.

Kenneth C. Lichtendahl 50 Director; President of Hudepohl-Schoenling Brewing Company 1999
since 1970; director of Cincinnati Financial Corporation.

Robert W. Zumbiel 66 Director; President of C.W. Zumbiel Company, Norwood, 1993
Ohio, since 1974.

DIRECTORS WITH TERMS EXPIRING IN 2001

David A. Luecke 50 Director; President and Chief Executive Officer of 1994
Riemeier Lumber Company, Cincinnati, Ohio, since 1991.

John R. Reusing 47 Chairman of the Board of the Company and President of the 1989
Bank since March 1999; President and Chief Executive
Officer of the Company from October 1995 to March 1999;
President and Chief Executive Officer of Fidelity Bank
from January 1989 to March 1999.

Edgar A. Rust 56 Director; Chairman of the Board of Glenway from October 1999
1993 to March 1999; President and Chief Executive Officer
of Centennial Bank from 1975 to August 1993; Chairman of
the Board of the Cincinnati Development Fund.

John L. Torbeck 45 Director; President of Torbeck Homes, Inc., a residential 1999
construction company located in Cincinnati, a position he
has held since the establishment of that Company in 1984.

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

(1) Includes service with Fidelity Bank.

Executive Officers Who Are Not Directors

The following table sets forth certain information with respect to the
executive officers of the Company who are not also directors of the Company. All
executive officers of the Company are elected annually by the Board of Directors
and shall serve at the discretion of the Board of Directors.

Position with the Company and
Principal Occupation During the
Name Age Past Five Years
- ------------------------------- --------- ------------------------------------------------------------------

Gregory P. Niesen 33 Senior Vice President and Treasurer of the Company and the Bank
since March 1999; Treasurer and Chief Financial Officer of
Glenway, and Vice President and Chief Financial Officer of
Centennial Bank from August 1996 to March 1999; Audit Supervisor
with Grant Thornton LLP in the Financial Institution Services
Group from January 1993 to August 1996.

Thomas J. Schiller 40 Executive Vice President Commercial Banking of the Company and
the Bank since March 1999; Executive Vice President Commercial
Banking of Centennial Bank from December 1998 to March 1999; Vice
President of Commercial Banking with Fifth Third Bank from
November 1988 through July 1998.

Position with the Company and
Principal Occupation During the
Name Age Past Five Years
- ------------------------------- --------- ------------------------------------------------------------------

Elaine M. Schmidt 53 Senior Vice President and Chief Operations Officer of the Company
and the Bank since March 1999; Senior Vice President and Chief
Operations Officer of Glenway and Centennial Bank from March 1997
to March 1999; Senior Vice President and Chief Operations Officer
of Northside Bank & Trust Company from November 1990 to March
1997.

Paul D. Staubach 38 Senior Vice President and Chief Financial Officer of the Company
and the Bank since May 1995; Director of the Company from
October 1995 to March 1999; Vice President and Chief Financial
Officer of the Bank from December 1990 to May 1995.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the SEC and the National
Association of Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. The Company knows of no person who owns 10%
or more of the Company's Common Stock.

Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during 1998, all Section 16(a) filing
requirements applicable to its officers and directors were complied with, except
that Mr. Spaeth was late once in reporting one transaction.

The Board of Directors and Its Committees

During the year ended December 31, 1998, the Board of Directors of the
Company and the Bank met monthly and had special meetings from time-to-time as
needed. The Board of Directors of the Company met 15 times and the Board of
Directors of Fidelity Bank met 13 times. No director attended fewer than 75% in
the aggregate of both the total number of Board meetings during 1998 and the
total number of meetings of committees on which he served during the year.

The entire Board of Directors of the Company acted as a Nominating
Committee. The Board of Directors of the Company had established the following
committees:

The Audit Committee of the Company recommended independent auditors to the
Board and reviewed the Company's financial statements and the scope and results
of the audit performed by the Company's independent auditors and the Company's
system of internal control with management and such independent auditors and
reviewed regulatory examination reports. The Audit Committee

was comprised of Messrs. Spaeth, Zumbiel and Luecke. The Audit Committee met
three times during 1998.

The Compensation Committee of the Company administered the stock benefit
plans of the Company. The Compensation Committee reviewed existing compensation,
investigated new and different forms of compensation and made recommendations
with respect thereto to the Board of Directors. The Compensation Committee was
comprised of Messrs. Jordan, Luecke, and Papadakis. The Compensation Committee
meet three times during 1998.

The Business Planning Committee of the Company engaged in strategic and
long-term business planning. The Business Planning Committee was comprised of
Messrs. Papadakis, Reusing, Staubach, Hughes and Jordan. The Business Planning
Committee met three times during 1998.

The Executive Committee of the Company was authorized to exercise the
powers of the Board of Directors between regular meetings of the Board. The
Executive Committee consisted of Messrs. Hughes, Reusing, Staubach, Spaeth and
Zumbiel and met as often as deemed necessary. The Executive Committee met four
times during 1998.

The Bank had not established a nominating committee, the functions of which
were performed by the Board of Directors.

Directors' Compensation

Prior to the Merger of Equals, each non-employee member of the Board of
Directors of Fidelity Bank was paid a base annual fee of $18,000 and each
director who was an employee of Fidelity Bank received a base annual fee of
$12,000. Directors of Fidelity Bank did not receive fees for committee meetings.
As of March 19, 1999, each non-employee member of the Board of Directors of the
Company is paid a base annual fee of $12,600 and is compensated $200 per Board
and committee meeting. Directors who are employees of the Company do not receive
any fees.

EXECUTIVE COMPENSATION
Summary

The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by Fidelity Bank (prior to the
Merger of Equals) for services rendered in all capacities during the last three
fiscal years to the President and Chief Executive Officer and other executive
officers of Fidelity Bank, whose total compensation during the last fiscal year
exceeded $100,000. The Company currently does not pay separate compensation to
its executive officers.

Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------------------------

Annual Compensation Long Term Compensation
-------------------------------------- --------------------------------

Other Awards Payouts All Other
Name and Annual --------------------- ------- Compensation(3)
Principal Position Year Salary(1) Bonus Compensation
(2)
Restricted LTIP
Options Stock Payouts
Awards
- -----------------------------------------------------------------------------------------------------------------------------------

John R. Reusing 1998 $172,000 $15,000(4) -- -- -- -- $20,134
President and Chief 1997 178,154 10,000(5) -- 13,008(6) -- -- 22,267
Executive Officer(7) 1996 166,125 10,474 -- -- -- -- 94,325
- -----------------------------------------------------------------------------------------------------------------------------------
Joseph D. Hughes 1998 $145,900 $15,000(4) -- -- -- -- $15,459
Executive Vice President and 1997 147,000 10,000(5) -- 10,407(6) -- -- 18,857
Chief Lending Officer 1996 24,462(8) -- -- -- -- -- 858
- -----------------------------------------------------------------------------------------------------------------------------------
Paul D. Staubach 1998 $102,000 $15,000(4) -- -- -- -- $11,429
Senior Vice President, Chief 1997 103,385 10,000(5) -- 10,407(6) -- -- 13,306
Financial Officer and 1996 98,400 5,733 -- -- -- -- 51,600
Secretary
- -----------------------------------------------------------------------------------------------------------------------------------

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

(1) Includes directors' fees in the amount of $12,000, $12,000 and $16,500 for
Messrs. Reusing and Staubach for the years ended December 31, 1998, 1997
and 1996, respectively, and $12,000, $12,000 and $3,000 for Mr. Hughes for
the years ended December 31, 1998, 1997 and 1996, respectively. Also
includes amounts deferred by the executive officer pursuant to the
Company's 401(k) Retirement Plan, which allows employees to defer up to 15%
of their salary per year.

(2) Does not include amounts attributable to miscellaneous benefits received by
the named executive officers, including an automobile allowance. The costs
of providing such benefits to the named executive officers during the year
ended December 31, 1998 did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.

(Footnotes continued on following page)

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

(3) During the year ended December 31, 1998, consists of amounts allocated,
accrued or paid by the Bank on behalf of Messrs. Reusing, Hughes and
Staubach for the allocation of shares pursuant to the ESOP of $15,519,
$12,987 and $8,729, respectively, based upon a market value of $13.00 per
share at December 31, 1998, and pursuant to the Company's 401(k) Retirement
Plan of $4,615, $2,472 and $2,700, respectively.

(4) Incentive bonuses were paid in January 1999 for goals achieved in 1998.

(5) Incentive bonuses were paid in January 1998 for goals achieved in 1997.

(6) Consists of stock options granted pursuant to the Company's 1997 Stock
Option Plan. Such stock options were adjusted as a result of a change in
stockholders' equity due to a return of capital distribution which was paid
in December 1997.

(7) Mr. Reusing became the Chairman of the Board of the Company and President
of the Bank in March 1999 upon consummation of the Merger of Equals. Robert
R. Sudbrook became the President and Chief Executive Officer of the Company
and Chairman of the Board and Chief Executive Officer of the Bank.

(8) Mr. Hughes joined the Bank as Executive Vice President and Chief Lending
Officer in October 1996.

Stock Option Plans

The Company has adopted the Bank's 1992 Stock Incentive Plan. The 1992
Stock Incentive Plan provides for the grant of options to purchase the Company's
Common Stock to officers and employees of the Bank. The maximum number of shares
of the Company's Common Stock that may be issued under the 1992 Stock Incentive
Plan is 168,750 shares. As of December 31, 1998, options for 36,056 shares were
outstanding under such plan, as adjusted for the return of capital distribution.
A total of 134,385 shares had been exercised as of December 31, 1998.

In connection with the formation of the Company, the Company adopted
the 1997 Stock Option Plan, which provides for the grant of options to purchase
the Company's Common Stock to directors, officers and employees of the Company.
The maximum number of shares of the Company's Common Stock that may be issued
under the 1997 Stock Option Plan is 227,810 shares. As of December 31, 1998,
options for 152,109 shares were outstanding under the 1997 Stock Option Plan, as
adjusted for the return of capital distribution. A total of 13,192 shares had
been exercised as of December 31, 1998.

In connection with the Merger of Equals, the Company also assumed
90,036 options which were previously awarded by Glenway to directors and
officers of Glenway and its subsidiaries and which were adjusted to reflect the
exchange ratio in the Merger of Equals.

No options were granted to the named executive officers during the year
ended December 31, 1998.

The following table sets forth certain information (prior to the Merger
of Equals) concerning exercises of stock options granted pursuant to the
Company's 1997 Stock Option Plan and the 1992 Stock Incentive Plan by the named
executive officers during the year ended December 31, 1998 and options held at
December 31, 1998.

- -------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------
Number of Options at Value of Options at
Year End(1) Year End(2)
----------------------------- -------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable(3) Exercisable Unexercisable(3)
- -------------------------------------------------------------------------------------------------------------------

John R. Reusing 4,000 $27,920 15,642 7,805 $105,215 $3,980
- -------------------------------------------------------------------------------------------------------------------
Joseph D. Hughes -- -- 4,163 6,244 $ 2,123 $3,184
- -------------------------------------------------------------------------------------------------------------------
Paul D. Staubach 3,800 $27,728 11,185 6,244 $78,339 $3,184
- -------------------------------------------------------------------------------------------------------------------

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

(1) As adjusted for (i) the exchange of common stock of Fidelity Bank in the
conversion of Fidelity Federal Mutual Holding Company and the
reorganization of Fidelity Bank to the stock holding company form of
organization which was consummated on March 4, 1996 and (ii) as a result of
a change in stockholders' equity due to a return of capital distribution
which was paid in December 1997.

(2) Based on a per share market price of $13.00 as of December 31, 1998.

(3) The options vested 20% at date of grant and 20% a year from the date of
grant.

Management Recognition Plan

In connection with the formation of the Company, the Company adopted
the 1997 Management Recognition Plan and Trust ("1997 MRP"), which provides for
the award of restricted Common Stock to directors, officers and employees of the
Company. The restricted stock awarded pursuant to the 1997 MRP vests over five
years, one-fifth per year from the date of grant. As of December 31, 1998, the
maximum number of shares of the Company's Common Stock available

for grant under the 1997 MRP was 91,124 shares, and as of such date the Company
had granted 20,000 shares of restricted stock pursuant to such plan solely to
outside directors of the Company.

Employment and Severance Agreements

The Company and the Bank (collectively the "Employers") have entered into
employment agreements with Messrs. Reusing, Hughes and Staubach. The Employers
agreed to employ Messrs. Reusing, Hughes and Staubach for a term of three years
in their respective current positions and at their respective current salaries,
which salaries may be increased at the discretion of the Board of Directors from
time to time. In addition, subject to satisfactory performance reviews by the
Board of Directors, the employment agreements shall be extended on each
anniversary date for an additional year so that the remaining term shall be
three years.

The employment agreements are terminable with or without cause by the
Employers. Messrs. Reusing, Hughes and Staubach shall have no right to
compensation or other benefits pursuant to the employment agreements for any
period after voluntary termination or termination by the Employers for cause,
disability, retirement or death, provided, however, that (i) in the event that
either Mr. Reusing, Mr. Hughes or Mr. Staubach terminates his employment because
of failure of the Employers to comply with any material provision of the
respective employment agreement or (ii) such employment agreement is terminated
by the Employers other than for cause, disability, retirement or death or by Mr.
Reusing, Mr. Hughes or Mr. Staubach as a result of certain adverse actions which
are taken with respect to Mr. Reusing's, Mr. Hughes' or Mr. Staubach's
respective employment following a Change in Control of the Company, as defined,
Messrs. Reusing, Hughes and Staubach will be entitled to a cash severance amount
equal to three times his respective base salary. In addition, Messrs. Reusing,
Hughes and Staubach will be entitled to a continuation of benefits similar to
those they are receiving at the time of such termination for the remaining term
of the agreement or until such employee obtains full-time employment with
another employer.

A Change in Control is generally defined in the employment agreements to
include any change in control required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more of
the Company's outstanding voting securities and (ii) a change in a majority of
the directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.

In the event that either Mr. Reusing's, Mr. Hughes' or Mr. Staubach's
employment is terminated by the Employers for other than cause, disability,
retirement or death or such employment is terminated by Mr. Reusing, Mr. Hughes
or Mr. Staubach due to a material breach of the employment agreement by the
Employers which breach has not been cured as set forth under the employment
agreement, and as of the date of termination no Change in Control of the Company
has occurred, no written agreement which contemplates a Change in Control of the
Company and which still is in effect has been entered into by either or both of
the Employers and no discussions and/or negotiations are being conducted which
relate to the same, then Messrs. Reusing, Hughes and

Staubach will be entitled to a cash severance amount equal to his respective
base salary which he would have earned over the remaining term of such
employment agreement. In addition, Messrs. Reusing, Hughes and Staubach will be
entitled to a continuation of benefits similar to those they are receiving at
the time of such termination for the remaining term of the agreement or until
such employee obtains full-time employment with another employer.

The employment agreements provide that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), then such
payments and benefits received thereunder shall be reduced, in the manner
determined by the employee, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Excess
parachute payments generally are payments in excess of three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in control of
the employer occurred. Recipients of excess parachute payments are subject to a
20% excise tax on the amount by which such payments exceed the base amount, in
addition to regular income taxes, and payments in excess of the base amount are
not deductible by the employer as compensation expense for federal income tax
purposes.

In connection with the Merger of Equals, the Company assumed the
employment agreement between Centennial Bank and Mr. Sudbrook and the agreements
between Centennial Bank and Messrs. Niesen and Schiller and Ms. Schmidt. Mr.
Sudbrook's employment agreement has a term of three years and is subject to
annual one-year extensions, at the discretion of the Board of Directors. The
employment agreement provides for an annual salary of not less than $160,000. If
Mr. Sudbrook is terminated at any time during such three-year term for any
reason other than "just cause," as defined in the employment agreement, he will
be entitled to receive an amount equal to his annual compensation for 36 months,
subject to reduction to the extent necessary to comply with certain provisions
of the Code. The agreements with Messrs. Niesen and Schiller and Ms. Schmidt
provide, among other things, that in the event of a sale, merger or similar
transaction which results in the elimination of the respective officer's
position, each such officer would be entitled to receive severance pay amounting
to two years' salary.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 1998, the Compensation Committee
("Committee") of the Company's Board of Directors, which was comprised of
Messrs. Jordan, Luecke and Papadakis, reviewed compensation and benefits and
recommended to the Board of Directors adjustments in such compensation. Messrs.
Reusing, Hughes and Staubach did not participate or vote on their individual
compensation. The report of the Committee with respect to compensation for the
Chief Executive Officer and all other executive officers for 1998 is set forth
below:

Report of the Compensation Committee on Executive Compensation

The charter of the Committee is to assist the Company in carrying out
its responsibility to evaluate, initiate and oversee executive compensation
arrangements and shareholder-approved benefit plans. The overall goals of the
Committee are to assist the Company in attracting and retaining qualified
management and rewarding these individuals for performance goals that are
achieved.

The Compensation Committee annually evaluates the base salary and
bonuses paid to the three executive officers of Fidelity Bank. Although the
Company's assets exceed $500 million, compensation reports in the $250-$500
million range are utilized for comparisons due to Fidelity Bank's rapid growth
through an acquisition. The overall goal of the Committee is to assist the
Company in attracting and retaining qualified management. We feel the base
compensation paid to the executive officers is commensurate within the thrift
marketplace.

Incentive bonuses were paid in January 1999 for goals achieved in 1998.
All three executive officers received a bonus in the amount of $15,000.00 which
represented 38% of the bonus pool.

Following a review and approval by the Committee, all issues pertaining
to executive compensation were submitted to the full Board of Directors for
their approval. Messrs. Reusing, Hughes and Staubach did not participate or vote
on their individual compensation packages.

Michael W. Jordan
David A. Luecke
Constantine N. Papadakis

Performance Graph

The following graph compares the yearly cumulative total return on the
Common Stock for the period beginning March 4, 1996, the date the Company
converted to a stock company and its stock began trading with (i) the yearly
cumulative total return on the stocks included in the S&P 500 Total Return Index
and (ii) the yearly cumulative total return on the stocks included in the SNL
Securities All Thrifts Index. All of these cumulative returns are computed
assuming the reinvestment of dividends at the frequency with which dividends
were paid during the applicable year.

[PERFORMANCE GRAPH]

Period Ending
-------------------------------------------------------------------------------------
Index 3/4/96 6/30/96 12/31/96 6/30/97 12/31/97 6/30/98 12/31/98
- -------------------------------------------------------------------------------------------------------------------------

Fidelity Financial of Ohio, Inc. 100.00 96.19 111.68 145.26 163.40 170.26 139.96
S&P 500 100.00 103.78 115.83 139.69 154.48 181.84 198.62
SNL Thrift Index 100.00 104.01 129.87 168.35 220.99 227.98 194.36

Indebtedness of Management

In accordance with applicable federal laws and regulations, the Bank
offers mortgage loans to its directors, officers and employees for the financing
of their primary residences and certain other loans. These loans are generally
made on substantially the same terms as those prevailing at the time for
comparable transactions with non-affiliated persons. It is the belief of
management that these loans neither involve more than the normal risk of
collectibility nor present other unfavorable features.

Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution, such as the Bank, to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions by the savings institution
with non-affiliated parties; unless the loans are made pursuant to a benefit or
compensation program that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive officer
or principal stockholder, or certain affiliated interests of either, over other
employees of the savings institution, and must not involve more than the normal
risk of repayment or present other unfavorable features. Beginning in 1997,
officers and directors receive a discount on their interest rate according to a
policy for all employees. As of December 31, 1998, with the exception of Messrs.
Jordan, Luecke, Hughes, Staubach and Spaeth (who had in the aggregate $471,600,
$191,700, $147,300, $140,100 and $111,000, respectively, of first mortgage loans
from Fidelity Bank as of such date, and Mr. Hughes (who had a $12,400 equity
credit advance as of such date), no director, nominee for director or executive
officer of Fidelity Bank, including members of their immediate family, had
aggregate indebtedness to Fidelity Bank exceeding $60,000.

Transactions with Affiliates

Michael W. Jordan, a director of the Company, is a broker and general
manager of Jordan Realtors, Cincinnati, Ohio. Jordan Realtors received
approximately $113,000 in real estate brokerage fees which were paid by
customers of Jordan Realtors who were also borrowers of Fidelity Bank during the
year ended December 31, 1998.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed Grant Thornton LLP
as independent auditors for the Company for the year ending December 31, 1999,
and further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting. The Company has been
advised by Grant Thornton LLP that neither the firm nor any of its associates
has any relationship with the Company other than the usual relationship that
exists between independent public accountants and clients. Grant Thornton LLP
will have representatives at the Annual Meeting who will have an opportunity to
make a statement, if they so desire, and will be available to respond to
appropriate questions.

The Board of Directors recommends that you vote FOR the ratification of
the appointment of Grant Thornton LLP, as independent auditors for the year
ending December 31, 1999. A majority of the total votes present, in person or by
proxy, at the Annual Meeting is required for ratification of the appointment of
the independent auditors.

OTHER MATTERS

Management is not aware of any business to come before the Annual
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.

STOCKHOLDER PROPOSALS

Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting of
Stockholders of the Company must be received at the main office of the Company
no later than December 14, 1999. If such proposal is in compliance with all of
the requirements of Rule 14a-8 under the Exchange Act, it will be included in
the Proxy Statement and set forth on the form of proxy issued for the next
Annual Meeting of Stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.

Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article X.D. of the Company's
Articles of Incorporation, which provides that to be properly brought before an
annual meeting, business must be (a) properly brought before the meeting by or
at the direction of the Board of Directors or (b) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing, delivered or mailed by first class United States
mail, postage prepaid, to the Secretary of the Company not less than 60 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders of the Company, or not later than March 19, 2000 in connection with
the 2000 Annual Meeting of Stockholders of the Company. A stockholder's notice
must set forth, as to each matter the stockholder proposes to bring before an
annual meeting, (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for including such business at the
meeting, and (b) certain other information set forth in the Articles of
Incorporation. No stockholder proposals have been received by the Company in
connection with the Annual Meeting.

ANNUAL REPORTS AND FINANCIAL STATEMENTS

Stockholders of the Company as of the record date for the Annual
Meeting are being forwarded a copy of the Company's Annual Report to
Stockholders for the year ended December 31, 1998 ("Annual Report"). Included in
the Annual Report are the financial statements of the Company as of December 31,
1997 and 1998 and for each of the years in the three-year period ended December
31, 1998, prepared in accordance with generally accepted accounting principles,
and the related report of the Company's independent public accountants. The
Annual Report is not a part of this Proxy Statement.

Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of its Annual Report on Form 10-K filed with
the SEC under the Exchange Act for the year ended December 31, 1998. Upon
written request, the Company will furnish to any such stockholder a copy of the
exhibits to the Annual Report on Form 10-K. Such written requests should be
directed to Fidelity Financial of Ohio, Inc., 5535 Glenway Avenue, Cincinnati,
Ohio 45238, Attention: Secretary. The Annual Report on Form 10-K is not a part
of this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Robert R. Sudbrook
Robert R. Sudbrook
President and Chief Executive Officer

April 12, 1999
Cincinnati, Ohio

FIDELITY FINANCIAL OF OHIO, INC. REVOCABLE PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIDELITY
FINANCIAL OF OHIO, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON MAY 18, 1999 AND AT ANY ADJOURNMENT THEREOF.

The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to vote
the shares of the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Radisson Inn located at 11320 Chester Road,
Sharonville, Ohio, on May 18, 1999, at 2:00 p.m., Eastern Time, or at any
adjournment thereof, with all the powers that the undersigned would possess if
personally present, as follows:

1. Election of Directors

[ ] FOR all nominees listed below [ ] WITHHOLD authority to
(except as marked to the vote for all nominees
contrary below) listed below

Nominees for three-year term: Joseph D. Hughes, Constantine N. Papadakis,
Thomas N. Spaeth and Robert R. Sudbrook.

To withhold authority to vote for any individual nominee, write the name of
the nominee in the space provided below:

--------------------------------------------------------------------------
2. Proposal to ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for fiscal 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.

(Continued and to be signed on other side)

The Board of Directors recommends that you vote FOR the Board of
Directors' nominees listed above and FOR Proposal 2. You are encouraged to
specify your choices by marking the appropriate boxes on the reverse side, but
you need not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. This proxy may not be voted for any person who is
not a nominee of the Board of Directors of the Company. This proxy may be
revoked at any time before it is exercised.

Shares of common stock of the Company will be voted as specified. If no
specification is made, shares will be voted for the election of the Board of
Directors' nominees to the Board of Directors and for Proposal 2, and otherwise
at the discretion of the proxies.

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Fidelity Financial of Ohio, Inc. called for May 18,
1999, a Proxy Statement for the Annual Meeting and the 1998 Annual Report to
Stockholders.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE.

Date: , 1999
------------------

---------------------------------
Signature

Please sign exactly as your name(s)
appear on this Proxy. Only one
signature is required in the case
of a joint account. When signing in
a representative capacity, please
give title.