HOMEOWNERS FINANCIAL CORP
SB-2/A, 1997-01-30
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                                                       Registration No. 33-94882
    As filed with the Securities and Exchange Commission on January 30, 1997
         U.S. Securities and Exchange Commission, Washington, D.C. 20549
                                 POST EFFECTIVE
                               AMENDMENT NO. 1 TO
                        FORM SB-2 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           HOMEOWNERS FINANCIAL CORP.
                 (Name of small business issuer in its charter)

   Delaware                         6162                         13-2747380
(State or other               (Primary Standard                 (IRS Employer
jurisdiction of            Industrial Classification           Identification
incorporation or                 Code Number)                      Number)
 organization)

                                        Mr. Christian W. Pfluger, III, President
    Homeowners Financial Corp.                      Homeowners Financial Corp.
    2075 West Big Beaver Road                       2075 West Big Beaver Road
    Suite 550                                       Suite 550
    Troy, Michigan 48084                            Troy, Michigan 48084
       (800) 723-6001                                  (800) 723-6001
   (Address and telephone number of                (Name, address and telephone
registrant's principal executive offices         number of agent for service)
    and principal place of business)

                                   COPIES TO:

    Richard Feiner, Esq.                            Lawrence Nusbaum, Esq.
    John B. Lowy, P.C.                              Gusrae, Kaplan & Bruno
    645 Fifth Avenue, Suite 403                     120 Wall Street, 11th Floor
    New York, New York  10022                       New York, NY 10005
Phone (212) 371-7799 Fax (212) 371-8527  Phone (212) 269-1400 Fax (212) 809-5449
    (Counsel for Registrant)                     (Counsel for Underwriter)

     Approximate  date of commencement of proposed sale of the securities to the
public:  As  soon as  practicable  after  this  Registration  Statement  becomes
effective.

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule  462(b)  under the  Securities  Act of 1933,  please  check the
following box and list the Securities Act  registration  statement number of the
earlier effective registration statement for the same offering.[ ] ___

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under  the  Securities  Act of  1933,  check  the  following  box and  list  the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering.[ ] ___

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]

The  registrant  hereby  deregisters  all of the  securities  of the  registrant
previously  registered in the original  Registration  Statement on Form SB-2, as
amended, except for the following securities: 558,276 Shares of Common Stock and
1,263,601  Class A Warrants;  1,263,601  shares of Common  Stock  issuable  upon
exercise  of the  Class  A  Warrants;  Underwriter's  Warrants  to  purchase  an
aggregate  of 55,828  shares of Common  Stock and 126,360 A Warrants;  126,360 A
Warrants issuable upon exercise of the Underwriter's Warrants;  55,828 shares of
Common Stock issuable upon exercise of the Underwriter's  Warrants;  and 126,360
shares of Common Stock issuable upon exercise of the A Warrants contained in the
Underwriter's Warrants.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has  duly  caused  this  Post  Effective  Amendment  No.  1 to the  Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the  State of  Michigan,  City of Troy,  on the 30th day of
January, 1997.

                      HOMEOWNERS FINANCIAL CORP.


                  By   /s/ Christian W. Pfluger III
                       ----------------------------
                       Christian W. Pfluger III, President,
                       Chief Executive Officer


                  By   /s/ Joseph W. Traxler
                       ---------------------
                      Joseph W. Traxler, Treasurer (Principal
                      Financial and Accounting Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

SIGNATURES                                TITLE                      DATE


/s/ Christian W. Pfluger III             Director               January 30, 1997
- ----------------------------
 Christian W. Pfluger III


    *                                    Director               January 30, 1997
- -------------------------------
 Henry B. Leshman


    *                                    Director               January 30, 1997
- -------------------------------
 Mori A. Schweitzer


    *                                    Director               January 30, 1997
- -------------------------------
 Leonard L. Rosen


    *                                    Director               January 30, 1997
- -------------------------------
 Stephen M. Savage

* By:  /s/ Christian W. Pfluger III
       ----------------------------
       Christian W. Pfluger III
         (Attorney-in-fact)


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