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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. 1)*
PENNWOOD BANCORP, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
708904 10 7
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(CUSIP Number)
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CUSIP NO. 708904 10 7 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pennwood Bancorp, Inc. Employee Stock Ownership Plan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
43,929
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
4,881
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
43,929
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
4,881
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,810
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 708904 10 7 Page 3 of 5 Pages
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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) [X] 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
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
43,929
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(ii) Shared power to vote or to direct the vote
4,881
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(iii) Sole power to dispose or to direct the disposition
of 43,929
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(iv) Shared power to dispose or to direct the
disposition of 4,881
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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
The Pennwood Bancorp, Inc. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the Pennwood
Bancorp, Inc. Employee Stock Ownership Plan ("ESOP").
As of February 1, 1998, 43,929 of Common Stock held in
the Trust were unallocated and 4,881 shares had been
allocated to accounts of participating employees. Under
the terms of the ESOP, the Trustees will generally vote
the allocated shares held in the ESOP in accordance with
the instructions of the participating employees and will
generally vote unallocated shares held in the ESOP 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, subject in each case to the
fiduciary duties of the Trustees and applicable law.
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.
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.
Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member
of a group.
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CUSIP NO. 70894 10 7 Page 5 of 5 Pages
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Item 10. Certification.
By signing below, we certify that, to the best of our
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 12, 1998 By: /s/ Charles R. Frank
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Charles R. Frank, Trustee
February 12, 1998 By: /s/ Paul S. Pieffer
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Paul S. Pieffer, Trustee
February 12, 1998 By: /s/ John B. Mallon
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John B. Mallon, Trustee
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