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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
PROVIDENT FINANCIAL GROUP, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
743866 10 5
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 5 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lou Ann Flint
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
2,418,521
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
2,418,521
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,418,521 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment to Schedule 13D is filed on behalf of Lou Ann
Flint (the "Reporting Person"), relative to the no par value
Common Stock ("Common Stock") issued by Provident Financial
Group, Inc. ("Provident"). The principal executive offices of
Provident are located at One East Fourth Street, Cincinnati, Ohio
45202. All capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Schedule 13D. Items
not included in this amendment are either not amended or are not
applicable.
Item 5. Interest in Securities of the Issuer.
As of October 31, 1997, the Reporting Person beneficially
owned 2,418,521 shares (or approximately 5.8% of the outstanding
shares) of Provident Common Stock as follows:
Holder Number of Shares
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Lou Ann Flint (a) 450
Trust (b) 2,418,071
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Total: 2,418,521
(a) These shares are held by the Reporting Person as
custodian for her minor children.
(b) These shares are held in a trust for which the
Reporting Person acts as sole trustee with voting and dispositive
power. The grantor of the trust is Edyth B. Lindner, wife of
Carl H. Lindner, and the beneficiaries of the trust are Mrs.
Lindner and her sons Carl H. Lindner III, S. Craig Lindner and
Keith E. Lindner.
On October 1, 1997, the Reporting Person distributed 78,152
shares to Mrs. Lindner. As of October 31, 1997, and within the
last 60 days, to the best knowledge and belief of the
undersigned, other than as described herein, no transactions
involving Provident equity securities had been engaged in by the
Reporting Person.
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Item 7. Material to be filed as Exhibits.
(1) Power of Attorney executed in connection with
filings under the Securities Exchange Act of 1934, as
amended.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: November 14, 1997
James C. Kennedy
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James C. Kennedy as
Attorney-in-Fact for Lou Ann Flint
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Exhibit 1
POWER OF ATTORNEY
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I, Lou Ann Flint, do hereby appoint James E. Evans and James
C. Kennedy, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me pursuant to Sections 13(d),
13(f), 13(g), and 14(d) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 4th day of December, 1995.
Lou Ann Flint
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Lou Ann Flint
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