<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
Pennwood Bancorp, Inc.
(Name of Issuer)
Common Stock, having $.01 par value
(Title of Class of Securities)
708904107
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on 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 7 Pages
<PAGE>
CUSIP No. 708904107
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power 9,100
Shares 8. Shared Voting
Beneficially Power 35,500*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 9,100
ing Person 10. Shared Dispositive
with Power 35,500*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 44,600*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 8.09%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
<PAGE>
CUSIP No. 708904107
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 44,600*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 44,600*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 44,600*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 8.09%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
__________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement Susan B. Davis may be deemed, pursuant to Rules
13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of 9,100 shares of
the Company's Common Stock, par value $.01 per share, held in the
name of her husband, Jerome H. Davis.
Page 3 of 7 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of
Jerome H. Davis, with respect to the Common Stock, par value $.01
per share ("Common Stock") of Pennwood Bancorp, Inc., a
Pennsylvania corporation ("Pennwood") is hereby amended as set
forth below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby supplemented by the
addition of the following:
"The disposition of Common Stock as set forth in
Schedule A attached hereto reflects investment decisions
consistent with the purposes for which such shares were acquired.
Except as previously disclosed, Mr. and Mrs. Davis do not have
any plan or proposal which relates to or would result in any of
the actions enumerated in Item 4 of Schedule 13D, except that Mr.
and Mrs. Davis may make further dispositions of some or all of the
Common Stock or may acquire additional shares of Common Stock, from
time to time, depending upon price and market conditions,
evaluation of alternative investments, and other factors."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
beneficially owned by Mr. and Mrs. Davis for the purpose of this
Statement is 44,600 shares, representing 8.09% percent of the
outstanding shares of Common Stock, based on 550,641 shares of
Common Stock disclosed by Pennwood as outstanding on December 10,
1997. Of such shares, 9,100 (1.65%) are held in the name of Mr.
Davis, and 35,500 (6.44%) are held in the name of Mr. and Mrs.
Davis.
(b) (i) Subject to the matters referred to in paragraph
(a) hereof, Mr. Davis has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the 9,100 shares
of Common Stock owned by him, and shared power to vote or direct
the vote and shared power to dispose or direct the disposition of
the 35,500 shares of Common Stock jointly owned by him and Mrs.
Davis.
(ii) Subject to the matter referred to in paragraphs
(a) and (b)(i) hereof, Mrs. Davis has shared power to vote or
direct the vote and shared power to dispose or direct the
disposition of the 35,500 shares of Common Stock jointly owned by
her and Mr. Davis, and may be deemed to have shared power to vote
or direct the vote and shared power to dispose or direct the
disposition of the 9,100 shares of Common Stock owned by Mr.
Davis."
Page 4 of 7 Pages
<PAGE>
B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"Mr. Davis directed the sale of an aggregate of 10,000
shares of Common Stock owned by him and Mrs. Davis through a
standard brokerage account maintained by them and received
aggregate consideration of $189,375.00. A description of all
transactions in the shares of Common Stock which have been effected
by Mr. Davis since October 23, 1997 (the date of the filing of the
Statement) is set forth in Schedule A attached hereto and is
incorporated herein by reference."
Page 5 of 7 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
12/10/97 Jerome H. Davis
Date (Signature)
12/10/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Pennwood Bancorp, Inc.
By Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. and
Susan B. Davis:
1. 12/2/97 (10,000) $18.9375 OTC *<F4>
_________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
