SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
PENNWOOD BANCORP, INC.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
708904 10 7
(CUSIP Number)
Page 1 of 5 Pages
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CUSIP NO. 708904 10 7 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pennwood Bancorp, Inc. Employee Stock Ownership Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
48,810
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
0
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
48,810
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,810
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 708904 10 7 Page 3 of 5 Pages
ITEM 1(A) NAME OF ISSUER:
Pennwood Bancorp, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
683 Lincoln Avenue
Pittsburgh, Pennsylvania 15202
ITEM 2(A) NAME OF PERSON FILING:
Pennwood Bancorp, Inc. Employee Stock Ownership Plan.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Pennwood Bancorp, Inc.
683 Lincoln Avenue
Pittsburgh, Pennsylvania 15202
ITEM 2(C) CITIZENSHIP:
Pennsylvania
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(E) CUSIP NUMBER:
708904 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
48,810
(b) Percent of class: 8.0%
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CUSIP NO. 708904 10 7 Page 4 of 5 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 48,810
(ii) Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct the
disposition of 48,810
(iv) Shared power to dispose or to direct the
disposition of 0
The Pennwood Bancorp, Inc. Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Pennwood Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP"). Under the terms of the
ESOP, the Trustees must vote the allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Unallocated shares held in the ESOP will be voted by
the ESOP Trustees in the same proportion for and against proposals
to stockholders as the ESOP participants and beneficiaries actually
vote shares of Common Stock allocated to their individual accounts.
Any allocated shares which either abstain on the proposal or are
not voted will be disregarded in determining the percentage of
stock voted for and against each proposal by the participants and
beneficiaries. As of December 31, 1996, no shares had been
allocated to participants'accounts and 48,810 shares were
unallocated. Under the terms of the ESOP, until shares held in
the Trust are allocated to the accounts of participating employees
unallocated shares held in the ESOP will be voted by the Trustees
in accordance with their fiduciary duties as Trustees.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable since the reporting entity owns more than 5% of
the class.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Participants in the ESOP are entitled to receive dividends on,
and the proceeds from, the sale of the shares allocated to their
accounts. The ESOP does not own more than 5% on behalf of
another person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable since the reporting entity is not a member of a
group.
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CUSIP NO. 708904 10 7 Page 5 of 5 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable since the reporting entity is not a member of a
group.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
PENNWOOD BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
February 11, 1997 By: /S/ CHARLES R. FRANK
---------------------
Charles R. Frank, Trustee
February 11, 1997 By: /S/ PAUL S. PIEFFER
-------------------
Paul S. Pieffer, Trustee
February 11, 1997 By: /S/ JOHN B. MALLON
------------------
John B. Mallon, Trustee
