<PAGE>

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

            (c)    Exhibit

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

Item 9. Regulation FD Disclosure

On January 22, 2004, Provident Financial Holdings, Inc. issued its earnings release for the second quarter ended December 31, 2003. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information being furnished under this "Item 9. Regulation FD Disclosure" is intended to be furnished under "Item 12. Disclosure of Results of Operations and Financial Condition."

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: January 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)

<PAGE>

Exhibit 99

Press Release dated January 22, 2004

<PAGE>

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

        Riverside, Calif. - Jan. 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 second quarter of its fiscal year ending June 30, 2004.

        For the quarter ended December 31, 2003, the Company reported net income of $3.09 million, or 65 cents per diluted share (on 4.78 million average weighted shares outstanding), compared to net income of $3.89 million, or 76 cents per diluted share (on 5.15 million average weighted shares outstanding), in the comparable period a year ago. The decrease in average weighted shares outstanding reflects the Company's buyback programs.

        "During the second quarter, we continued to show improvement in our community banking business, as demonstrated by significantly higher net interest income and exceptionally strong growth in transaction accounts (core deposits)," said Craig G. Blunden, chairman, president and chief executive officer. "Moreover, we have made adjustments in our mortgage banking business to reflect lower funding volumes, and - depending on the trend in funding volumes - we are prepared to make further adjustments as necessary."

        Return on average assets for the second quarter of fiscal 2004 was 0.99 percent, compared to 1.36 percent for the same period of fiscal 2003. Return on average

Page 1 of 13

<PAGE>

stockholders' equity for the second quarter of fiscal 2004 was 11.90 percent, compared to 15.30 percent in the comparable period of fiscal 2003.

        On a sequential quarter basis, net income for the second quarter of fiscal 2004 decreased $490,000 to $3.09 million, or 14 percent, from $3.58 million in the first quarter of fiscal 2004; and diluted earnings per share decreased 9 cents to 65 cents, or 12 percent, from 74 cents in the first quarter of fiscal 2004. Return on average assets decreased 19 basis points to 0.99 percent from 1.18 percent in the first quarter of fiscal 2004, while return on average equity decreased 194 basis points to 11.90 percent from 13.84 percent in the first quarter of fiscal 2004.

        For the six months ended December 31, 2003, net income totaled $6.67 million, a decrease of 12 percent from net income of $7.58 million for the comparable period ended December 31, 2002; and diluted earnings per share for six months ended December 31, 2003 decreased $0.06, or 4 percent, to $1.39 from $1.45 for the comparable period last year. Return on average assets for the six months ended December 31, 2003 was 1.07 percent, compared to 1.40 percent for the six-month period a year earlier. Return on average stockholders' equity for the six months ended December 31, 2003 was 12.87 percent, compared to 14.81 percent for the six-month period a year earlier.

        Net interest income after provision for loan losses increased $1.25 million, or 17 percent, to $8.52 million in the second quarter of fiscal 2004 from $7.27 million for the same period in fiscal 2003. Non-interest income decreased $2.13 million to $4.11 million in the second quarter of fiscal 2004 from $6.24 million in the comparable period of fiscal

Page 2 of 13

<PAGE>

2003. Non-interest expense increased $140,000 to $7.22 million in the second quarter of fiscal 2004 from $7.08 million in the comparable period in fiscal 2003.

        The average balance of loans outstanding increased by $150.5 million to $901.8 million in the second quarter of fiscal 2004 from $751.3 million in the same quarter of fiscal 2003, while the average yield decreased by 89 basis points to 5.75 percent in the second quarter of fiscal 2004 from an average yield of 6.64 percent in the same quarter of fiscal 2003. The decrease in the average loan yield was due primarily to higher yielding loans prepaying and new loans funded at yields below the existing loan portfolio yield. Total portfolio loan originations (including purchased loans) in the second quarter of fiscal 2004 were $191.9 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 $159.3 million in the second quarter of fiscal 2003. The balance outstanding of "preferred loans" (multi-family, construction, commercial real estate and commercial business loans) increased by $32.3 million, or 17 percent, to $220.6 million at December 31, 2003 from $188.3 million at December 31, 2002. The ratio of preferred loans to portfolio loans decreased to 25 percent at December 31, 2003 from 28 percent at December 31, 2002. Loan prepayments in the second quarter of fiscal 2004 were $103.1 million, compared to $111.1 million in the same quarter of fiscal 2003.

        The average balance of deposits increased by $100.5 million to $809.9 million and the average cost of deposits decreased by 69 basis points to 1.65 percent in the second quarter of fiscal 2004, compared to an average balance of $709.4 million and an average cost of 2.34 percent in the same quarter last year. Total transaction account

Page 3 of 13

<PAGE>

balances (core deposits) increased by $173.2 million, or 45 percent, to $556.6 million at December 31, 2003 from $383.4 million at December 31, 2002, while total time deposits decreased by $74.3 million, or 23 percent, to $253.4 million at December 31, 2003 from $327.7 million at December 31, 2002.

        The average balance of FHLB advances increased by $10.2 million to $300.0 million, and the average cost of advances decreased 21 basis points to 4.08 percent in the second quarter of fiscal 2004, compared to an average balance of $289.8 million and an average cost of 4.29 percent in the same quarter of fiscal 2003. The decrease in the average cost of FHLB advances was primarily the result of maturing advances with higher costs replaced by new advances with lower costs and the utilization of overnight advances at significantly lower costs.

        The net interest margin during the second quarter of fiscal 2004 increased 2 basis points to 2.95 percent, compared to 2.93 percent during the same quarter last year. On a sequential quarter basis, the net interest margin in the second quarter of fiscal 2004 increased 7 basis points from 2.88 percent in the first quarter of fiscal 2004. For the six months ended December 31, 2003, the net interest margin decreased to 2.92 percent, compared to 2.93 percent during the same period last year.

        During the second quarter of fiscal 2004, the provision for loan losses was $269,000, compared to $565,000 during the same period of fiscal 2003. The allowance for loan losses is considered sufficient to absorb potential losses inherent in loans held for investment.

        The decrease in non-interest income in the second quarter of fiscal 2004 compared to the same period of fiscal 2003 was primarily the result of a decrease in the

Page 4 of 13

<PAGE>

gain on sale of loans. The gain on sale of loans decreased by $2.2 million, or 45 percent, to $2.7 million, primarily attributable to a lower volume of loans originated for sale ($192.2 million compared to $322.0 million) the result of higher mortgage interest rates which led to lower refinance volumes. The loan sale margin was 154 basis points in the second quarter of fiscal 2004, down from 160 basis points in the prior year.

        In the second 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 an unfavorable adjustment of $244,000, compared to an unfavorable adjustment of $248,000 in the same period last year. The fair value of the derivative financial instruments at December 31, 2003 was $259,000, compared to $810,000 at December 31, 2002. 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, including servicing released premiums (net of commitments which may not fund), 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 second quarter of fiscal 2004 increased by $134,000 to $7.2 million, compared to $7.1 million for the same quarter in fiscal 2003. The increase in non-interest expense was primarily the result of compensation and marketing costs associated with the new banking center in the Orangecrest area of Riverside, California, which opened in late August 2003, and an increase in incentive compensation as a result of transaction account growth. The Mortgage Banking Division incurred decreased commissions and loan production incentives in the second quarter of fiscal 2004, which were $119,000 lower than in the same period in fiscal 2003. The Southern

Page 5 of 13

<PAGE>

California wild fires in late October 2003 caused no material impact on the results of operations, financial position or cash flows for the quarter ended December 31, 2003. Also, the recently announced revisions of the Real Estate Investment Trust-related tax laws by the State of California Franchise Tax Board will have no impact on the Company.

        The Company's efficiency ratio for the second quarter of fiscal 2004 increased to 56 percent from 50 percent in the second quarter of 2003, a result of the decrease in non-interest income. For the six months ended December 31, 2003 the efficiency ratio increased to 55 percent from 51 percent during the same period in 2002.

        Non-performing assets increased to $2.5 million, or 0.19 percent of total assets, at December 31, 2003, compared to $2.0 million, or 0.17 percent of total assets, at December 31, 2002. The allowance for loan losses was $7.5 million at December 31, 2003, or 0.85 percent of gross loans held for investment, compared to $7.4 million, or 1.08 percent of gross loans held for investment, at December 31, 2002.

        During the quarter ended December 31, 2003, the Company did not repurchase any of its common stock. Currently, there are 94,446 shares remaining under the existing share repurchase authorization.

        The Bank currently operates 12 retail/business banking offices in Riverside County and San Bernardino County along with nine Provident Bank Mortgage loan production offices located throughout Southern California. The tenth loan production office is scheduled to open in February 2004 in Corona, California.

        The Company will host a conference call for institutional investors and bank analysts on Friday, January 23, 2004 at 10:00 a.m. (Pacific Time) to discuss its financial

Page 6 of 13

<PAGE>

results. The conference call can be accessed by dialing (888) 273-9887 and requesting the Provident Financial Holdings Earnings Release Conference Call. An audio replay of the conference call will be available through Friday, January 30, 2004 by dialing (800) 475-6701 and referencing access code number 716650.

        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

Page 7 of 13

<PAGE>

Page 8 of 13

<PAGE>

Page 9 of 13

<PAGE>

Page 10 of 13

<PAGE>

Page 11 of 13

<PAGE>

Page 12 of 13

<PAGE>

Page 13 of 13

<PAGE>