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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

            (c) Exhibit

                    99.1    Press Release of Provident Financial Holdings, Inc. on July 22, 2004.

Item 12.  Results of Operations and Financial Condition

On July 22, 2004, Provident Financial Holdings, Inc. issued its earnings release for the fourth quarter ended June 30, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 22, 2004                                        Provident Financial Holdings, Inc.

                                                                        /s/ Craig G. Blunden                            

                                                                        Craig G. Blunden
                                                                        Chairman, President and Chief Executive Officer
                                                                        (Principal Executive Officer)

                                                                        /s/ Donavon P. Ternes                          

                                                                        Donavon P. Ternes
                                                                        Chief Financial Officer
                                                                        (Principal Financial and Accounting Officer)

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Exhibit 99.1

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3756 Central Ave.                                                                                          Contacts:
Riverside, CA 92506                                                                                      Craig G. Blunden, CEO
(909) 686-6060                                                                                                Donavon P. Ternes, CFO

        Riverside, Calif. - July 22, 2004 - Provident Financial Holdings, Inc. ("Company"), Nasdaq: PROV, the holding company for Provident Savings Bank, F.S.B. ("Bank"), today announced earnings for the fourth quarter of its fiscal year ending June 30, 2004.

        For the quarter ended June 30, 2004, the Company reported net income of $4.28 million, or 60 cents per diluted share (on 7.19 million weighted-average shares outstanding), compared to net income of $4.72 million, or 63 cents per diluted share (on 7.44 million weighted-average shares outstanding), in the comparable period a year ago. The decrease in weighted-average shares outstanding reflects the success of the Company's stock buyback programs that most recently included the repurchase of 116,669 shares of common stock in the quarter just ended.

        "Our community banking business continues to improve as demonstrated by the appreciably higher net interest income which was driven by loan growth and transaction account (core deposit) growth," said Craig G. Blunden, Chairman, President and Chief Executive Officer of the Company. "Moreover, we are pleased that our mortgage banking business continues to perform well as we transition from a long-running refinance cycle."

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        Return on average assets for the fourth quarter of fiscal 2004 was 1.29 percent, compared to 1.54 percent for the same period of fiscal 2003. Return on average stockholders' equity for the fourth quarter of fiscal 2004 was 15.47 percent, compared to 18.19 percent for the comparable period of fiscal 2003.

        On a sequential quarter basis, net income for the fourth quarter of fiscal 2004 increased by $169,000 to $4.28 million, or 4 percent, from $4.11 million in the third quarter of fiscal 2004; and diluted earnings per share increased 3 cents to 60 cents, or 5 percent, from 57 cents in the third quarter of fiscal 2004. Return on average assets increased 4 basis points to 1.29 percent for the fourth quarter of fiscal 2004 from 1.25 percent in the third quarter of fiscal 2004, while return on average equity increased 14 basis points to 15.47 percent for the fourth quarter of fiscal 2004 from 15.33 percent in the third quarter of fiscal 2004.

        For the fiscal year ended June 30, 2004, net income was $15.07 million, a decrease of 11 percent from net income of $16.89 million for the comparable period in fiscal 2003; and diluted earnings per share for the fiscal year ended June 30, 2004 decreased 11 cents, or five percent, to $2.09 from $2.20 for the comparable period last year. Return on average assets for the fiscal year ended June 30, 2004 was 1.17 percent, compared to 1.47 percent for the twelve-month period a year earlier. Return on average stockholders' equity for the fiscal year ended June 30, 2004 was 14.13 percent, compared to 16.51 percent for the twelve-month period a year earlier.

        Net interest income after provision for loan losses increased $1.01 million, or 12 percent, to $9.29 million in the fourth quarter of fiscal 2004 from $8.28 million for the same period in fiscal 2003. Non-interest income decreased $367,000, or five percent, to

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$6.41 million in the fourth quarter of fiscal 2004 from $6.77 million in the comparable period of fiscal 2003. Non-interest expense increased $442,000, or six percent, to $7.60 million in the fourth quarter of fiscal 2004 from $7.16 million in the comparable period in fiscal 2003.

        The average balance of loans outstanding increased by $149.2 million to $979.5 million in the fourth quarter of fiscal 2004 from $830.3 million in the same quarter of fiscal 2003, while the average yield decreased by 49 basis points to 5.62 percent in the fourth quarter of fiscal 2004 from an average yield of 6.11 percent in the same quarter of fiscal 2003. The decrease in the average loan yield was primarily attributable to higher yielding loans prepaying and new loans funded at an average yield below the existing loan portfolio yield. Total portfolio loan originations (including purchased loans) in the fourth quarter of fiscal 2004 were $136.9 million, which consisted primarily of single-family, multi-family, commercial real estate and construction loans. This compares to total portfolio loan originations (including purchased loans) of $155.7 million in the fourth quarter of fiscal 2003. The balance outstanding of "preferred loans" (multi-family, construction, commercial real estate and commercial business loans) increased by $27.9 million, or 13 percent, to $240.6 million at June 30, 2004 from $212.8 million at June 30, 2003, while the ratio of preferred loans to total portfolio loans decreased to 28 percent at June 30, 2004 from 29 percent at June 30, 2003. Loan prepayments in the fourth quarter of fiscal 2004 were $143.4 million, compared to $85.1 million in the same quarter of fiscal 2003.

        The average balance of deposits increased by $100.5 million to $852.8 million and the average cost of deposits decreased by 41 basis points to 1.54 percent in the fourth

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quarter of fiscal 2004, compared to an average balance of $752.3 million and an average cost of 1.95 percent in the same quarter last year. Transaction account balances (core deposits) increased by $97.5 million, or 21 percent, to $560.9 million at June 30, 2004 from $463.4 million at June 30, 2003, while time deposits remained relatively constant at $290.1 million at June 30, 2004 as compared to $290.8 million at June 30, 2003.

        The average balance of FHLB advances increased by $15.2 million to $338.0 million, and the average cost of advances increased 13 basis points to 3.91 percent in the fourth quarter of fiscal 2004, compared to an average balance of $322.8 million and an average cost of 3.78 percent in the same quarter of fiscal 2003. The increase in the average cost of FHLB advances was primarily the result of a lower percentage of overnight advances to total advances, which have a significantly lower average cost.

        The net interest margin during the fourth quarter of fiscal 2004 increased 4 basis points to 2.95 percent, compared to 2.91 percent during the same quarter last year. On a sequential quarter basis, the net interest margin in the fourth quarter of fiscal 2004 decreased 14 basis points from 3.09 percent in the third quarter of fiscal 2004. For the fiscal year ended June 30, 2004, the net interest margin increased to 2.97 percent, compared to 2.94 percent during the same period last year.

        During the fourth quarter of fiscal 2004, the provision for loan losses was $130,000, compared to $85,000 during the same period of fiscal 2003. The increase in the provision was primarily attributable to loans held for investment growth during the quarter. The allowance for loan losses is considered sufficient to absorb potential losses inherent in loans held for investment.

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        The decrease in non-interest income in the fourth quarter of fiscal 2004 compared to the same period of fiscal 2003 was primarily the result of a decrease in the gain on sale of loans. The gain on sale of loans decreased by $398,000, or eight percent, to $4.8 million, which was primarily attributable to a lower volume of loans originated for sale ($323.0 million in the fourth quarter of fiscal 2004, compared to $390.2 million in the fourth quarter of fiscal 2003), as a result of higher mortgage interest rates that led to lower refinance volumes. The loan sale margin was 154 basis points in the fourth quarter of fiscal 2004, up from 129 basis points in the prior year.

        In the fourth quarter of fiscal 2004, the fair-value adjustment of derivative financial instruments (Statement of Financial Accounting Standards (("SFAS")) No. 133) on the consolidated statement of operations was a favorable adjustment of $192,000, compared to a favorable adjustment of $114,000 in the same period last year. The fair-value adjustment for SFAS No. 133 is derived from changes in the market value of commitments to extend credit on loans to be held for sale, forward loan sale agreements and option contracts. The SFAS No. 133 adjustment is relatively volatile and may have an adverse impact on future earnings.

        Non-interest expense for the fourth quarter of fiscal 2004 increased $442,000, or six percent, to $7.6 million from $7.2 million in the same quarter in fiscal 2003. The increase in non-interest expense was primarily the result of an increase in variable compensation expense related to loan production volume in the community banking business and the mortgage banking business.

        The Company's efficiency ratio for the fourth quarter of fiscal 2004 increased to 48 percent from 47 percent in the fourth quarter of 2003. For the fiscal year ended June

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30, 2004 the efficiency ratio increased to 51 percent from 49 percent during the same period in 2003.

        Non-performing assets decreased to $1.1 million, or 0.08 percent of total assets, at June 30, 2004, compared to $2.0 million, or 0.16 percent of total assets, at June 30, 2003. The allowance for loan losses was $7.6 million at June 30, 2004, or 0.88 percent of gross loans held for investment, compared to $7.2 million, or 0.96 percent of gross loans held for investment, at June 30, 2003.

        During the quarter ended June 30, 2004, the Company adjusted the effective income tax rate applied to fiscal 2004 pre-tax earnings to 43.7 percent from 42.3 percent, which the Company believes more accurately reflects its income tax obligations.

        The Company repurchased 116,669 shares of its common stock during the quarter ended June 30, 2004 at an average cost of $24.03 per share. For the fiscal year, the Company repurchased 512,769 shares of its common stock at an average cost of $21.20 per share. Currently, 354,585 shares remain under the newly adopted share repurchase authorization.

        The Bank currently operates 12 retail/business banking offices in Riverside County and San Bernardino County along with 10 Provident Bank Mortgage loan production offices located throughout Southern California.

        The Company will host a conference call for institutional investors and bank analysts on Friday, July 23, 2004 at 10:00 a.m. (Pacific Time) to discuss its financial results. The conference call can be accessed by dialing (888) 273-9885 and requesting the Provident Financial Holdings Earnings Release Conference Call. An audio replay of

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the conference call will be available through Friday, July 30, 2004 by dialing (800) 475-6701 and referencing access code number 737981.

        For more financial information about the Company please visit the website at www.myprovident.com and click on the Investor Relations section.

Safe-Harbor Statement

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