As Filed with the Securities and Exchange Commission on June 2, 1999

                                                     Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ---------------

                       REGISTRATION STATEMENT ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933
                                 ---------------

                          OTTAWA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                           38-3172166
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

245 Central Avenue, Holland, Michigan                           49423
(Address of principal executive offices)                      (Zip Code)



                        THE OTTAWA FINANCIAL CORPORATION
                      1995 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                             Michael S. Sadow, P.C.
                              Song A. Pak, Esquire
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                             1100 New York Ave., NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                       Proposed maximum          Proposed maximum
Title of securities to             Amount to be         offering price               aggregate               Amount of
be registered                      registered(1)           per share               offering price         registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                      <C>                     <C>

Common Stock, par
value $.01 per share               283,860 shares        $21.75(2)                 $6,173,955(2)          $1,717(2)
==================================================================================================================================
</TABLE>

------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as  amended,  the
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating  the  registration  fee,  at $21.75 per share,  which was the
     average of the high and low sale  price of the  common  stock on the Nasdaq
     National Market on May 26, 1999.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to General  Instruction E to Form S-8 under the  Securities Act of
1933, as amended,  the purpose of this Registration  Statement on Form S-8 is to
register  additional  shares of the common stock,  par value $.01 per share,  of
Ottawa Financial Corporation (the "Company"),  authorized for issuance under the
Company's  1995 Stock Option and Incentive  Plan,  as amended (the "Plan").  The
contents of the Company's  previously filed  Registration  Statement on Form S-8
(File No. 333-4242) relating to the Plan (the "Initial Registration  Statement")
are incorporated herein by reference, except as otherwise updated or modified by
this Registration Statement.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents   previously  or  concurrently  filed  by  Ottawa
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  the Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1998 (File No.  0-24118)filed  pursuant to the  Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  proxy  statement  for  its  annual  meeting  of
     stockholders held on April 27, 1999; and

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company on Form 8-A (File No.  0-24118)  filed with the  Commission on June
     14, 1994 and all  amendments  or reports  filed for the purpose of updating
     such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
prospectus.

     The Company will furnish without charge to each person to whom a prospectus
constituting a part of this Registration Statement is delivered,  on the written
or  oral  request  of  such  person,  a copy  of  any  or  all of the  documents
incorporated  by reference,  other than exhibits to such documents  (unless such
exhibits are  specifically  incorporated by reference to the information that is
incorporated).  Requests should be directed to Ronald L. Haan, Secretary, Ottawa
Financial Corporation,  245 Central Avenue,  Holland,  Michigan 49423, telephone
number (616) 393-7000.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 8.   Exhibits.

     See Exhibit Index.



<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Holland, State of Michigan, on May 28, 1999.

                                            OTTAWA FINANCIAL CORPORATION



Date:  May 28, 1999                         By: /s/ Douglas J. Iverson
                                                -------------------------------
                                                Douglas J. Iverson
                                                Vice Chairman of the Board and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Douglas  J.  Iverson,  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

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



By: /s/ Douglas J. Iverson                   By: /s/ Gordon H. Cunningham
    ------------------------------------         ------------------------------
    Douglas J. Iverson, Vice Chairman of         Gordon H. Cunningham,
    the Board and Chief Executive Officer        Chairman of the Board
    (Principal Executive Officer)

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------


By:  /s/ Ronald L. Haan                      By: /s/ Gordon L. Grevengoed
     --------------------------                 -------------------------------
     Ronald L. Haan, President                   Gordon L. Grevengoed, Director
     and Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------



<PAGE>




By:  /s/ Leon E. Koops                       By:  /s/ Brian W. Koop
     ------------------------                     -------------------------
     Leon E. Koops, Director                      Brian W. Koop, Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                  ------------


By:  /s/ Ronald J. Bieke                     By:  /s/ B. Patrick Donnelly, III
     --------------------------                   ----------------------------
     Ronald J. Bieke, Director                    B. Patrick Donnelly, III,
                                                  Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------


By:  /s/ Robert D. Kolk                      By:
     ------------------------                     --------------------------
     Robert D. Kolk, Director                     Richard T. Walsh, Director

Date: May 28, 1999                            Date:
      ------------                                  ------------


By:  /s/ Jon W. Swets
     ----------------------------------
     Jon W. Swets, Vice President and
     Chief Financial Officer (Principal
     Financial and Accounting Officer)

Date: May 28, 1999
      ------------



<PAGE>




                                  EXHIBIT INDEX

Exhibit No.                            Description of Exhibit
------------------------------------------------------------------------------


Exhibit  4        Amended  and  Restated Bylaws of Ottawa Financial Corporation
                  (Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1998).

Exhibit 5         Opinion of Silver, Freedman & Taff, L.L.P.

Exhibit 23.1      Consent of Crowe, Chizek and Company LLP

Exhibit 23.2      Consent of Silver, Freedman & Taff, L.L.P. (Included
                  in Exhibit 5)

Exhibit 24        Power of Attorney (Included in signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1995 STOCK OPTION AND INCENTIVE PLAN", "secsgml_size_bytes": 12602}]
{"company-data": {"conformed-name": "OTTAWA FINANCIAL CORP", "cik": "0000920604", "assigned-sic": "6035", "irs-number": "383172166", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79843", "film-number": "99639469"}, "business-address": {"street1": "245 CENTRAL AVE", "city": "HOLLAND", "state": "MI", "zip": "49423", "phone": "6163937000"}, "mail-address": {"street1": "245 CENTRAL AVE", "city": "HOLLAND", "state": "MI", "zip": "49423"}}
As Filed with the Securities and Exchange Commission on June 2, 1999

                                                     Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ---------------

                       REGISTRATION STATEMENT ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933
                                 ---------------

                          OTTAWA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                           38-3172166
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

245 Central Avenue, Holland, Michigan                           49423
(Address of principal executive offices)                      (Zip Code)

                        THE OTTAWA FINANCIAL CORPORATION
                      1995 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                             Michael S. Sadow, P.C.
                              Song A. Pak, Esquire
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                             1100 New York Ave., NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum          Proposed maximum
Title of securities to             Amount to be         offering price               aggregate               Amount of
be registered                      registered(1)           per share               offering price         registration fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share               283,860 shares        $21.75(2)                 $6,173,955(2)          $1,717(2)
==================================================================================================================================
------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as  amended,  the
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating  the  registration  fee,  at $21.75 per share,  which was the
     average of the high and low sale  price of the  common  stock on the Nasdaq
     National Market on May 26, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to General  Instruction E to Form S-8 under the  Securities Act of
1933, as amended,  the purpose of this Registration  Statement on Form S-8 is to
register  additional  shares of the common stock,  par value $.01 per share,  of
Ottawa Financial Corporation (the "Company"),  authorized for issuance under the
Company's  1995 Stock Option and Incentive  Plan,  as amended (the "Plan").  The
contents of the Company's  previously filed  Registration  Statement on Form S-8
(File No. 333-4242) relating to the Plan (the "Initial Registration  Statement")
are incorporated herein by reference, except as otherwise updated or modified by
this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents   previously  or  concurrently  filed  by  Ottawa
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  the Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1998 (File No.  0-24118)filed  pursuant to the  Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  proxy  statement  for  its  annual  meeting  of
     stockholders held on April 27, 1999; and

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company on Form 8-A (File No.  0-24118)  filed with the  Commission on June
     14, 1994 and all  amendments  or reports  filed for the purpose of updating
     such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
prospectus.

     The Company will furnish without charge to each person to whom a prospectus
constituting a part of this Registration Statement is delivered,  on the written
or  oral  request  of  such  person,  a copy  of  any  or  all of the  documents
incorporated  by reference,  other than exhibits to such documents  (unless such
exhibits are  specifically  incorporated by reference to the information that is
incorporated).  Requests should be directed to Ronald L. Haan, Secretary, Ottawa
Financial Corporation,  245 Central Avenue,  Holland,  Michigan 49423, telephone
number (616) 393-7000.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 8.   Exhibits.

     See Exhibit Index.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Holland, State of Michigan, on May 28, 1999.

                                            OTTAWA FINANCIAL CORPORATION

Date:  May 28, 1999                         By: /s/ Douglas J. Iverson
                                                -------------------------------
                                                Douglas J. Iverson
                                                Vice Chairman of the Board and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Douglas  J.  Iverson,  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

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

By: /s/ Douglas J. Iverson                   By: /s/ Gordon H. Cunningham
    ------------------------------------         ------------------------------
    Douglas J. Iverson, Vice Chairman of         Gordon H. Cunningham,
    the Board and Chief Executive Officer        Chairman of the Board
    (Principal Executive Officer)

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------

By:  /s/ Ronald L. Haan                      By: /s/ Gordon L. Grevengoed
     --------------------------                 -------------------------------
     Ronald L. Haan, President                   Gordon L. Grevengoed, Director
     and Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------
By:  /s/ Leon E. Koops                       By:  /s/ Brian W. Koop
     ------------------------                     -------------------------
     Leon E. Koops, Director                      Brian W. Koop, Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                  ------------

By:  /s/ Ronald J. Bieke                     By:  /s/ B. Patrick Donnelly, III
     --------------------------                   ----------------------------
     Ronald J. Bieke, Director                    B. Patrick Donnelly, III,
                                                  Director

Date: May 28, 1999                           Date: May 28, 1999
      ------------                                 ------------

By:  /s/ Robert D. Kolk                      By:
     ------------------------                     --------------------------
     Robert D. Kolk, Director                     Richard T. Walsh, Director

Date: May 28, 1999                            Date:
      ------------                                  ------------

By:  /s/ Jon W. Swets
     ----------------------------------
     Jon W. Swets, Vice President and
     Chief Financial Officer (Principal
     Financial and Accounting Officer)

Date: May 28, 1999
      ------------
EXHIBIT INDEX

Exhibit No.                            Description of Exhibit
------------------------------------------------------------------------------

Exhibit  4        Amended  and  Restated Bylaws of Ottawa Financial Corporation
                  (Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1998).

Exhibit 5         Opinion of Silver, Freedman & Taff, L.L.P.

Exhibit 23.1      Consent of Crowe, Chizek and Company LLP

Exhibit 23.2      Consent of Silver, Freedman & Taff, L.L.P. (Included
                  in Exhibit 5)

Exhibit 24        Power of Attorney (Included in signature page)