GLENWAY FINANCIAL CORP
10-K/A, 1999-02-16
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the fiscal year ended June 30, 1998

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the transition period from______________to___________________

                         Commission File Number: 0-18664

                          GLENWAY FINANCIAL CORPORATION
                 (Name of small business issuer in its charter)

              Delaware                                        31-1297820
  (State or other jurisdiction of                         (I.R.S. Employer  
   incorporation or organization)                       Identification Number)

   5535 Glenway Avenue, Cincinnati, Ohio                        45238 
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number: (513) 922-5959

      Securities registered pursuant to Section 12(b) of the Exchange Act:

      None                               Common Stock, par value $.01 per share 
(Name of each exchange                               (Title of Class)
 on which registered)                            

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such requirements for the past 90 days. Yes X No

     Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

     State the issuer's revenues for its most recent fiscal year: $23.4 million.

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant,  computed by reference to the average of the bid and asked prices of
such stock on The Nasdaq  National  Market as of September  24, 1998,  was $39.4
million. (The exclusion from such amount of the market value of the shares owned
by any  person  shall not be deemed an  admission  by the  registrant  that such
person is an affiliate of the registrant.)

     As of September 15, 1998,  there were 2,293,210  shares of the Registrant's
Common Stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part II of Form 10-KSB - Annual Report to  Stockholders  for the fiscal
         year ended June 30, 1998. Part III of Form 10-KSB - Proxy Statement for
         1998 Annual Meeting of Stockholders.
         Transitional Small Business Disclosure Format:  Yes __  No  X  


                                       1
<PAGE>


                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K

(a)      Exhibits

              13             Report of Grant Thornton LLP



                                   SIGNATURES

                  Pursuant  to  the   requirements   of  Section  15(d)  of  the
     Securities Exchange Act of 1934, the Registrant has duly caused this report
     to be signed on its behalf by the undersigned, thereunto duly authorized.

                                        GLENWAY FINANCIAL CORPORATION



                                        By: /s/Robert R. Sudbrook
                                             Robert R. Sudbrook, President and
                                             Chief Executive Office (Duly
                                             Authorized Representative)





















                                       2
<PAGE>


                                INDEX TO EXHIBITS



Exhibit Number                         Description

13                                     Report of Grant Thornton LLP











































                                       3



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Glenway Financial Corporation

We have audited the accompanying  consolidated statements of financial condition
of Glenway  Financial  Corporation as of June 30, 1998 and 1997, and the related
consolidated  statements  of earnings,  stockholders'  equity and cash flows for
each of the three years ended June 30, 1998, 1997 and 1996.  These  consolidated
financial statements are the responsibility of the Corporation's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Glenway Financial
Corporation  as of June 30, 1998 and 1997, and the  consolidated  results of its
operations  and its cash flows for each of the three years ended June 30,  1998,
1997 and 1996, in conformity with generally accepted accounting principles.



/s/GRANT THORNTON LLP



Cincinnati, Ohio
August 31, 1998







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