<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)<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)
May 28, 1998
(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 12,133
Shares 8. Shared Voting
Beneficially Power 17,166*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 12,133
ing Person 10. Shared Dispositive
with Power 17,166*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 29,299*<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) 4.19%
_________________________________________________________________
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 29,299*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 29,299*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 29,299*<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) 4.19%
_________________________________________________________________
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 12,133 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 of the Statement is hereby supplemented by the
addition of the following:
"The disposition of Common Stock, as set forth on
Schedule A hereto, reflects investment decisions consistent with
the purpose for which such shares of Common Stock were
acquired. Other than as described above, 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 dispose 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.
The information set forth in Paragraphs (a) and (b) of
Item 5 is hereby amended and restated in its entirety to read as
follows:
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 29,299 shares, representing 4.19% percent of the
outstanding shares of Common Stock, based on 699,188 shares of
Common Stock disclosed by Pennwood as outstanding on May 28, 1998.
Of such shares, 12,133 (1.73%) are held in the name of Mr.
Davis, and 17,166 (2.46%) 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 12,133
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 17,166 shares of Common Stock jointly owned by
him and Mrs. Davis.
Page 4 of 7 Pages
<PAGE>
(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 17,166 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 12,133 shares of Common Stock owned by Mr.
Davis."
B. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"Mr. Davis directed the sale of 35,500 shares of Common
Stock jointly owned by him and Mrs. Davis and received aggregate
consideration of $523,625.00. Prior to such sale, Mr. Davis
received 3,033 shares of Common Stock, and Mr. and Mrs. Davis
received 13,166 shares of Common Stock as a stock dividend from
Pennwood pursuant to a four for three stock split on May 15, 1998.
A description of all transactions in the shares of Common Stock
which have been effected by Mr. and Mrs. Davis since February 11,
1998 (the date of Mr. and Mrs. Davis' prior amendment to the
Statement) is set forth in Schedule A attached hereto and is
incorporated herein by reference."
C. Item 5 of the Statement is hereby supplemented by
adding paragraph (e) to read in its entirety as follows:
"On May 28, 1998, Mr. Davis directed the sale of
35,500 shares of Common Stock beneficially owned by him and
Mrs. Davis in an open market transaction and as a result thereof
they ceased to have five percent (5%) or more of a beneficial
ownership interest in the outstanding shares of Common Stock.
Currently, Mr. and Mrs. Davis own 4.19% of the outstanding shares
of Common Stock."
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.
6/8/98 Jerome H. Davis
Date (Signature)
6/8/98 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. 5/15/98 13,166*<F4> N/A N/A N/A
Jerome H. Davis:
2. 5/15/98 3,033*<F4> N/A N/A N/A
Jerome H. and
Susan B. Davis:
3. 5/28/98 (35,500) $14.75 OTC **<F5>
__________________________________
<FN>
<F4>
* Shares of Common Stock received from Pennwood pursuant to a
four for three stock split.
</FN>
<FN>
<F5>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and
Mrs. Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
