SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
FIDELITY FINANCIAL OF OHIO, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
31614P 10 7
(CUSIP Number)
Page 1 of 6 Pages
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CUSIP NO. 31614P 10 7 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fidelity Federal Savings Bank Employee Stock Ownership Plan Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
0
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
329,854
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
329,854
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
329,854
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 31614P 10 7 Page 3 of 6 Pages
ITEM 1(A) NAME OF ISSUER:
Fidelity Financial of Ohio, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
4555 Montgomery Road
Cincinnati, Ohio 45212
ITEM 2(A) NAME OF PERSON FILING:
Fidelity Federal Savings Bank Employee Stock Ownership Plan Trust
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4555 Montgomery Road
Cincinnati, Ohio 45212
ITEM 2(C) CITIZENSHIP:
United States
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.10 per share
ITEM 2(E) CUSIP NUMBER:
31614P 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-D(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
[ ] Employee Benefit Plan, Pension Plan Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
329,854 Shares of Common Stock
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CUSIP NO. 31614P 10 7 Page 4 of 6 Pages
(b) Percent of class:
5.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 329,854
(iii)Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 329,854
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The Fidelity Federal Savings Bank Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the Fidelity Federal
Savings Bank Employee Stock Ownership Plan ("ESOP") by an agreement
between the Company and Messrs. Reusing, Staubach and Hughes, who
act as trustees of the plan ("Trustees"). As of March 19, 1997,
199,504 shares of Common Stock held in the Trust were unallocated
and 130,350 shares had been allocated to the accounts of
participating employees. Under the terms of the ESOP, the Trustees
must vote the allocated shares held in the ESOP in accordance with
the instructions of the participating employees. Unallocated
shares and allocated shares for which employees do not give
instructions will be voted in the same ratio on any matter as to
those shares for which instructions are given.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
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CUSIP NO. 31614P 10 7 Page 5 of 6 Pages
ITEM 10. CERTIFICATION.
By signing below, We certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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CUSIP NO. 31614P 10 7 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13G is true, complete and correct.
FIDELITY FEDERAL SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Date: April 14, 1997 By: /S/ DAVID A. LUECKE
David A. Luecke
Trustee
Date: April 14, 1997 By: /S/ MICHAEL W. JORDAN
Michael W. Jordan
Trustee
Date: April 14, 1997 By: /S/ CONSTANTINE N. PAPADAKIS
Constantine N. Papadakis
Trustee
Date: April 14, 1997 By: /S/ ROBERT W. ZUMBIEL
Robert W. Zumbiel
Trustee
Date: April 14, 1997 By: /S/ JOHN R. REUSING
John R. Reusing
Trustee
Date: April 14, 1997 By: /S/ PAUL D. STAUBACH
Paul D. Staubach
Trustee
