<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1995.
Registration No. 33-__________
___________________________________________________________________________
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
____________________________
1992 Advisory Directors'
Stock Option Plan
____________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(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 Per Share Price Fee
_________________ __________ _________ ____________ ____________
Common Stock, 25,000* $41.375** $1,034,375** $357.00***
No par value* Shares
______________________________________________________________________________
* This Registration Statement is filed for up to 25,000 shares
issuable upon exercise of options granted pursuant to the
1992 Advisory Directors' Stock Option Plan.
** Estimated Solely for purposes of calculating registration
fee.
*** 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
September 12, 1995 of $41.375 per share.
Exhibit Index is on Page 5
<PAGE>
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 25,000 shares of Common Stock issuable upon exercise
of options granted pursuant to the Provident Bancorp, Inc. 1992
Advisory Directors' Stock Option Plan (the "Plan"). The contents
of the Registrant's Registration Statement on Form S-8 (File No.
33-51230), filed on August 25, 1992 for up to 165,000 shares of
Common Stock (as adjusted for the three-for-two stock split
effective January 20, 1993) issuable upon exercise of options
granted pursuant to the Plan, are incorporated herein by
reference.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock 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 62,561 shares of the
Company's Common Stock.
<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 September 15, 1995.
PROVIDENT BANCORP, INC.
By:/s/Allen L. Davis
__________________________
Allen L. Davis,
President and CEO
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
_______________________ __________________ _________________
/s/Allen L. Davis Chief Executive September 15, 1995
______________________ Officer and Direc-
Allen L. Davis tor (Principal
Executive Officer)
/s/John R. Farrenkopf Vice President and September 15, 1995
______________________ Chief Financial
John R. Farrenkopf Officer (Principal
Financial Officer
Principal Account-
ing Officer)
_______________________ Director September __, 1995
Jack M. Cook
/s/Thomas D. Grote,Jr. Director September 15, 1995
_______________________
Thomas D. Grote, Jr.*
_______________________ Director September __, 1995
S. Paul Mathews
/s/Philip R. Myers Director September 15, 1995
_______________________
Philip R. Myers
/s/Joseph A. Pedoto Director September 15, 1995
_______________________
Joseph A. Pedoto
/s/Sidney A. Peerless Director September 15, 1995
_______________________
Sidney A. Peerless*
_______________________ Director September __, 1995
Joseph A. Steger
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
___________ ____________________________ ____________
4.1 1992 Advisory Directors' *
Stock Option Plan
4.2 First Amendment to 1992 Advi- **
sory Directors' Stock Option
Plan
4.3 Second Amendment to 1992 Filed herewith
Advisory Directors' Stock
Option Plan
5 Opinion of Keating, Muething Filed herewith
& Klekamp
23.1 Consent of Ernst & Young LLP Filed herewith
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
_________________
* Incorporated by reference to the Registrant's Registra-
tion Statement No. 33-51230 on Form S-8.
** Incorporated by reference to the Registrant's Form 8-K
filed October 22, 1992.
<PAGE>
Exhibit 4.3
2. SHARES SUBJECT TO THE PLAN. The shares to be issued
upon the exercise of the options granted under the Plan shall be
shares of Common Stock, no par value, of the Company. Either
treasury or authorized and unissued shares of Common Stock, or
both, as the Board of Directors shall from time to time
determine, may be so issued. Shares of Common Stock which are
the subject of any lapsed, expired or terminated options may be
made available for re-offering under the Plan.
Subject to the provisions of Section 4 hereof, the aggregate
number of shares of Common Stock for which options may be granted
under the Plan shall be 190,000 shares.
<PAGE>
<PAGE>
Exhibit 5
KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6457
September 15, 1995
Direct Dial: (513) 579-6411
Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Gentlemen:
This firm is general counsel to Provident Bancorp, Inc. (the
"Company") and as such, are familiar with the Company's Articles
of Incorporation, Code of Regulations and corporate proceedings
generally. We have reviewed the corporate records as to the
establishment of the Company's 1992 Advisory Directors' Stock
Option Plan which calls for the issuance of shares of Common
Stock to officers, employees and directors of the Company and its
subsidiaries upon exercise of options granted to them. Based
solely upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Ohio; and
2. The Company has taken all necessary and required
corporate actions in connection with the proposed issuance of
25,000 shares of Common Stock pursuant to the 1992 Advisory
Directors' Stock Option Plan, and the Common Stock, when issued
and delivered, will be validly issued, fully paid and non-
assessable shares of Common Stock of the Company free of any
claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP
BY: /s/Gary P. Kreider
________________________
Gary P. Kreider
<PAGE>
Exhibit 23.1 - CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the
Provident Bancorp, Inc. 1992 Advisory Directors' Stock Option
Plan of our report dated January 26, 1995, with respect to the
consolidated financial statements of Provident Bancorp, Inc.
included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
September 11, 1995
