<PAGE>

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

            (c) Exhibit

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

Item 12. Results of Operations and Financial Condition

On April 22, 2004, Provident Financial Holdings, Inc. issued its earnings release for the third quarter ended March 31, 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: April 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>

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

        Riverside, Calif. - April 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 third quarter of its fiscal year ending June 30, 2004.

        For the quarter ended March 31, 2004, the Company reported net income of $4.11 million, or 57 cents per diluted share (on 7.21 million weighted-average shares outstanding), compared to net income of $4.59 million, or 61 cents per diluted share (on 7.47 million weighted-average shares outstanding), in the comparable period a year ago. The decrease in weighted-average shares outstanding reflects the Company's stock buyback programs.

        "Our community banking business continues to improve as demonstrated by the appreciably higher net interest income which is driven by loan growth, transaction account (core deposits) growth and the increase in our net interest margin," said Craig G. Blunden, Chairman, President and Chief Executive Officer of the Company. "Moreover, our mortgage banking earnings remain strong as a result of our shift to higher margin products."

        Return on average assets for the third quarter of fiscal 2004 was 1.25 percent, compared to 1.56 percent for the same period of fiscal 2003. Return on average

Page 1 of 13

</PAGE>

stockholders' equity for the third quarter of fiscal 2004 was 15.33 percent, compared to 18.34 percent for the comparable period of fiscal 2003.

        On a sequential quarter basis, net income for the third quarter of fiscal 2004 increased by $1.02 million to $4.11 million, or 33 percent, from $3.09 million in the second quarter of fiscal 2004; and diluted earnings per share increased 14 cents to 57 cents, or 33 percent, from 43 cents in the second quarter of fiscal 2004. Return on average assets increased 26 basis points to 1.25 percent for the third quarter of fiscal 2004 from 0.99 percent in the second quarter of fiscal 2004, while return on average equity increased 343 basis points to 15.33 percent for the third quarter of fiscal 2004 from 11.90 percent in the second quarter of fiscal 2004.

        For the nine months ended March 31, 2004, net income was $10.79 million, a decrease of 11 percent from net income of $12.17 million for the comparable period in fiscal 2003; and diluted earnings per share for the nine months ended March 31, 2004 decreased eight cents, or five percent, to $1.49 from $1.57 for the comparable period last year. Return on average assets for the nine months ended March 31, 2004 was 1.13 percent, compared to 1.46 percent for the nine-month period a year earlier. Return on average stockholders' equity for the nine months ended March 31, 2004 was 13.65 percent, compared to 15.94 percent for the nine-month period a year earlier.

        Net interest income after provision for loan losses increased $1.26 million, or 16 percent, to $9.22 million in the third quarter of fiscal 2004 from $7.96 million for the same period in fiscal 2003. Non-interest income decreased $1.79 million, or 27 percent, to $4.91 million in the third quarter of fiscal 2004 from $6.70 million in the comparable

Page 2 of 13

</PAGE>

period of fiscal 2003. Non-interest expense increased $20,000 to $7.00 million in the third quarter of fiscal 2004 from $6.98 million in the comparable period in fiscal 2003.

        The average balance of loans outstanding increased by $177.7 million to $945.3 million in the third quarter of fiscal 2004 from $767.6 million in the same quarter of fiscal 2003, while the average yield decreased by 72 basis points to 5.77 percent in the third quarter of fiscal 2004 from an average yield of 6.49 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 third quarter of fiscal 2004 were $133.0 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 $117.8 million in the third quarter of fiscal 2003. The balance outstanding of "preferred loans" (multi-family, construction, commercial real estate and commercial business loans) increased by $31.0 million, or 16 percent, to $229.6 million at March 31, 2004 from $198.6 million at March 31, 2003, while the ratio of preferred loans to total portfolio loans decreased to 26 percent at March 31, 2004 from 28 percent at March 31, 2003. Loan prepayments in the third quarter of fiscal 2004 were $112.2 million, compared to $89.0 million in the same quarter of fiscal 2003.

        The average balance of deposits increased by $101.6 million to $828.3 million and the average cost of deposits decreased by 59 basis points to 1.58 percent in the third quarter of fiscal 2004, compared to an average balance of $726.7 million and an average cost of 2.17 percent in the same quarter last year. Transaction account balances (core

Page 3 of 13

</PAGE>

deposits) increased by $131.9 million, or 31 percent, to $563.6 million at March 31, 2004 from $431.7 million at March 31, 2003, while time deposits decreased by $29.7 million, or 10 percent, to $281.5 million at March 31, 2004 from $311.2 million at March 31, 2003.

        The average balance of FHLB advances increased by $33.7 million to $339.2 million, and the average cost of advances decreased 17 basis points to 3.77 percent in the third quarter of fiscal 2004, compared to an average balance of $305.5 million and an average cost of 3.94 percent in the same quarter of fiscal 2003. The decrease in the average cost of FHLB advances was primarily the result of maturing higher cost advances replaced by new advances with lower costs and the utilization of overnight advances at a significantly lower cost.

        The net interest margin during the third quarter of fiscal 2004 increased 13 basis points to 3.09 percent, compared to 2.96 percent during the same quarter last year. On a sequential quarter basis, the net interest margin in the third quarter of fiscal 2004 increased 14 basis points from 2.95 percent in the second quarter of fiscal 2004. For the nine months ended March 31, 2004, the net interest margin increased to 2.98 percent, compared to 2.94 percent during the same period last year.

        During the third quarter of fiscal 2004, the provision for loan losses was $420,000, compared to $205,000 during the same period of fiscal 2003. The increase in the provision was primarily attributable to the downgrade of seven commercial business loans to two borrowers, in addition to loan growth during the quarter. The allowance for loan losses is considered sufficient to absorb potential losses inherent in loans held for investment.

Page 4 of 13

</PAGE>

        The decrease in non-interest income in the third 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 $1.3 million, or 27 percent, to $3.6 million, which was primarily attributable to a lower volume of loans originated for sale ($252.1 million in the third quarter of fiscal 2004, compared to $302.2 million in the third quarter of fiscal 2003), as a result of higher mortgage interest rates that led to lower refinance volumes. The loan sale margin was 117 basis points in the third quarter of fiscal 2004, down from 142 basis points in the prior year.

        In the third 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 $379,000, compared to a favorable adjustment of $208,000 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.

        During the third quarter, the Company implemented the SEC guidance described in the SEC Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments," which does not allow for the recognition of servicing released premiums on commitments to extend credit on loans to be held for sale. Consequently, the Company excluded from its SFAS No. 133 adjustment $837,000 of estimated servicing released premiums. This income will be realized in future periods when the underlying loans are funded and sold.

Page 5 of 13

</PAGE>

        Non-interest expense for the third quarter of fiscal 2004 was relatively stable at $7.0 million compared to the same quarter in fiscal 2003. An increase in compensation expense was largely offset by reductions in equipment expense, sales and marketing expenses and other expense.

        The Company's efficiency ratio for the third quarter of fiscal 2004 increased to 48 percent from 47 percent in the third quarter of 2003, a result of the decrease in non-interest income. For the nine months ended March 31, 2004 the efficiency ratio increased to 52 percent from 49 percent during the same period in 2003.

        Non-performing assets increased to $1.5 million, or 0.11 percent of total assets, at March 31, 2004, compared to $1.0 million, or 0.09 percent of total assets, at March 31, 2003. The allowance for loan losses was $7.9 million at March 31, 2004, or 0.89 percent of gross loans held for investment, compared to $7.4 million, or 1.04 percent of gross loans held for investment, at March 31, 2003.

        During the quarter ended March 31, 2004, the Company repurchased 25,000 shares of its common stock at an average cost of $23.65 per share. For the fiscal year to date, the Company repurchased 396,100 shares of its common stock at an average cost of $20.37 per share. Currently, 116,669 shares remain under the existing 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, April 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 (800) 450-0788 and requesting the Provident Financial Holdings Earnings Release Conference Call. An audio replay of the conference call will be available through Friday, April 30, 2004 by dialing (800) 475-6701 and referencing access code number 727411.

        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 8 of 13

</PAGE>

Page 9 of 13

</PAGE>

Page 10 of 13

</PAGE>