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<PAGE>
As filed with the Securities and Exchange Commission
on September 26, 1996
Registration No. 333-
2298
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
INDIANA 6035 31-1463057
<S> <C> <C>
(State or other jurisdiction (Primary standard (I.R.S. employer
of incorporation or industrial classification identification number)
organization) code number)
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3002 HARRISON AVENUE
CINCINNATI, OHIO 45211-5789
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MICHAEL P. BRENNAN
President
Westwood Homestead Financial Corporation
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
(513) 661-5735
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gary R. Bronstein, Esquire
Cynthia R. Cross, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street, N.W., Suite 700
Washington, D.C. 20036
Approximate date of commencement of proposed sale to the public:
September 27, 1996
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 of the Securities Act of 1933, check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
<S> <C> <C> <C>
Title of each class Proposed maximum Proposed maximum
of shares to be Amount to aggregate price aggregate Amount of
registered be registered per share offering price (1) registration fee
_____________________________________________________________________________________________
Common Stock, par
value $.01 per share 2,843,375 shares $10.00 $28,433,750 $ 9,804.75
_____________________________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(d).
(2) Registrant fee of $9,576.75 paid upon initial filing of
Form S-1 on March 12, 1996. Additional registration fee
of $228.00 is being submitted with respect to this Post-
Effective Amendment No. 1 to account for the registration
of 71,125 additional shares.
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This Post-Effective Amendment No. 1 is being filed to
register additional securities pursuant to Rule 462(b). In
accordance with Securities and Exchange Commission Release No.
33-7168, this amendment incorporates by reference all of the
information contained in Pre-Effective Amendment No. 4 to the
Registration Statement on Form S-1 of Westwood Homestead
Financial Corporation (File No. 333-2298).
INDEX TO EXHIBITS
Exhibit No. Description
- - ----------- -----------
23.2 Consent of Accountant
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amended registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Cincinnati, Ohio as of September
26, 1996.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
By: /s/ Michael P. Brennan
_________________________________
Michael P. Brennan
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this amended registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
persons in the capacities and on the dates indicated.
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<CAPTION>
Signatures Title Date
- - ----------- ----- -----
<S> <C> <C>
/s/ Michael P. Brennan President, Chief Executive Officer September 26, 1996
- - ---------------------- and Director
Michael P. Brennan (Principal Executive Officer)
/s/ John E. Essen Chief Financial Officer and Treasurer September 26, 1996
- - --------------------- (Principal Financial and Accounting
John E. Essen Officer)
* Chairman of the Board
- - ---------------------
Carl H. Heimerdinger
* Vice Chairman of the Board
- - ---------------------
John B. Bennet, Sr.
* Director
- - ---------------------
Robert H. Bockhorst
* Director
- - ---------------------
Raymond J. Brinkman
* Director
- - ---------------------
Roger M. Higley
* Director
- - ---------------------
Mary Ann Jacobs
* Director
- - ---------------------
James D. Kemp
* By: /s/ Michael P. Brennan September 26, 1996
----------------------
Michael P. Brennan
Attorney-in-fact
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[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Westwood Homestead Savings Bank:
We consent to the use of our report included herein and to the
reference to our firm under the headings "Statement of
Operations" and "Experts" in the Prospectus.
Our report refers to a change in accounting for certain
investments in debt and equity securities in 1994.
/s/ KPMG PEAT MARWICK LLP
Cincinnati, Ohio
September 26, 1996
