SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 3)(1)
PENNWOOD BANCORP, INC.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
_____________________________________________________________________________
(Title of Class of Securities)
708904 10 7
_____________________________________________________________________________
(CUSIP Number)
December 31, 1999
_____________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
_____________________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
CUSIP NO. 708904 10 7 Page 2 of 5 Pages
_____________________ _________________
1. NAME OF REPORTING PERSON
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. SOLE VOTING POWER
-
- 45,556
NUMBER OF - --------------------------------------------------------------
SHARES - 6. SHARED VOTING POWER
BENEFICIALLY-
OWNED BY EACH- 19,524
REPORTING - --------------------------------------------------------------
PERSON WITH - 7. SOLE DISPOSITIVE POWER
-
- 45,556
- --------------------------------------------------------------
- 8. SHARED DISPOSITIVE POWER
-
- 19,524
- -------------- --------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,080
- -----------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.7%
- -----------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
EP
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 RULE 13d-1(b), OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS:
(f) [X] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
CUSIP NO. 708904 10 7 Page 4 of 5 Pages
_____________________ _________________
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 65,080
(b) Percent of class: 11.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 45,556
------
(ii) Shared power to vote or to direct the vote 19,524
------
(iii) Sole power to dispose or to direct the disposition of
45,556
------
(iv) Shared power to dispose or to direct the disposition of
19,524
------
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 14, 2000,
45,556 of Common Stock held in the Trust were unallocated and 19,524
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 an 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.
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, 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
and are not held 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 14, 2000 By: /s/ Paul S. Pieffer
-------------------------------------
Paul S. Pieffer, Trustee
February 14, 2000 By: /s/ John B. Mallon
-------------------------------------
John B. Mallon, Trustee
