Registration No. 333-______
  As filed with the Securities and Exchange Commission on December 21, 2006

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDERTHE SECURITIES ACT OF 1933

                            Wauwatosa Holdings, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Wisconsin                                      20-3598485
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                             11200 West Plank Court
                           Wauwatosa, Wisconsin 53226
                    (Address of Principal Executive Offices)



                               Donald J. Stephens
                      President and Chief Executive Officer
                             11200 West Plank Court
                           Wauwatosa, Wisconsin 53226
                    (Name and Address of Agent for Service)


              Wauwatosa Holdings, Inc. 2006 Equity Incentive Plan
                       (Full Title of the Plan)

                                   Copies to:


       David J. Stephens                              Eric Luse, Esquire
President and Chief Executive Officer                 Alan Schick, Esquire
      Wauwatosa Holdings, Inc.               Luse Gorman Pomerenk & Schick, P.C.
      11200 West Plank Court                5335 Wisconsin Ave., N.W., Suite 400
    Wauwatosa, Wisconsin 53226                      Washington, D.C.  20015
       (414) 761-1000                                    (202) 274-2000
(Name, Address and Telephone
 Number of Agent for Service)



If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. ?


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
<C>                              <C>                 <C>                    <C>                        <C>
$0.01 per share                  426,942(2)          $18.035(4)             $7,699,899                 $824
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                1,067,356(3)          $18.035(5)            $19,249,765               $2,060
--------------------------------------------------------------------------------------------------------------------
TOTALS                          1,494,298                                  $26,949,664               $2,884
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Wauwatosa  Holdings,  Inc.  2006  Equity  Incentive  Plan (the  "Stock
     Incentive  Plan") as a result of a stock split,  stock  dividend or similar
     adjustment of the outstanding common stock of Wauwatosa Holdings, Inc. (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Incentive Plan for any future grants of restricted stock.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Incentive Plan for any future grants of stock options.
(4)  Determined  pursuant  to 17  C.F.R.  Section  230.457(h)(1)  and 17  C.F.R.
     Section 230.457(c).
(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.
                                       2

<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form  S-8  have  been or will be sent or  given  to  participants  in the  Stock
Incentive Plan as specified by Rule 428(b)(1)  promulgated by the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The  Transition  Report on Form 10-K of the Company  for the  transition
period from July 1, 2005, to December 31, 2005 (Commission File No.  000-51507),
filed with the  Commission  on March 27, 2006  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form S-1 filed with the  Commission  on June 10, 2005
(Commission File No. 333-125715).

     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, after the
date  hereof,  and  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.

     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 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
<page>

Item 6.  Indemnification of Directors and Officers

     The Company is incorporated  under the Wisconsin  Business  Corporation Law
("WBCL").  Under  Section  180.0851(1)  of the WBCL,  the Company is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of the Company.  In all other cases, the Company is required
by Section  180.0851(2)  of the WBCL to indemnify a director or officer  against
liability  incurred in a proceeding  to which such person was a party because he
or she was an officer or director of the Company,  unless it is determined  that
he or she  breached  or failed to  perform  a duty owed to the  Company  and the
breach or failure to perform  constitutes:  (i) a willful failure to deal fairly
with the Company or its  shareholders  in connection  with a matter in which the
director or officer has a material  conflict of  interest;  (ii) a violation  of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no  reasonable  cause to believe his or her conduct
was unlawful;  (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the
WBCL   provides   that,   subject  to   certain   limitations,   the   mandatory
indemnification   provisions   do  not   preclude   any   additional   right  to
indemnification  or  allowance  of expenses  that a director or officer may have
under the Company's articles of incorporation,  bylaws, a written agreement or a
resolution of the Board of Directors or shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit  indemnification,  allowance of expenses
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale or purchase of securities.

     Section  180.0828 of the WBCL provides  that,  with certain  exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

     Under Section  180.0833 of the WBCL,  directors of the Company against whom
claims are asserted with respect to the  declaration of an improper  dividend or
other  distribution  to  shareholders  to which they  assented  are  entitled to
contribution  from other  directors who assented to such  distribution  and from
shareholders  who  knowingly  accepted  the improper  distribution,  as provided
therein.

     Directors  and officers of the Company are also covered by  directors'  and
officers'  liability  insurance under which they are insured (subject to certain
exceptions  and  limitations  specified  in the  policy)  against  expenses  and
liabilities  arising out of  proceedings  to which they are parties by reason of
being or having been directors or officers.

     Article VIII of the Company's bylaws sets forth  circumstances  under which
directors,  officers,  employees  and agents of the Company  may be  indemnified
against liability which they incur in their capacities as such:

                          ARTICLE VIII. INDEMNIFICATION

     8.01 Indemnification for Successful Defense.  Within twenty (20) days after
receipt of a written  request  pursuant to Section 8.03, the  corporation  shall
indemnify a director or officer,  to the extent he or she has been successful on
the merits or  otherwise  in the  defense of a  proceeding,  for all  reasonable
expenses  incurred  in the  proceeding  if the  director  or officer was a party
because he or she is a director or officer of the corporation.

         8.02     Other Indemnification.

     (a) In cases  not  included  under  Section  8.01,  the  corporation  shall
indemnify a director or officer against all liabilities and expenses incurred by
the director or officer in a  proceeding  to which the director or officer was a

                                       4
<Page>
party  because he or she is a director  or  officer of the  corporation,  unless
liability  was incurred  because the  director or officer  breached or failed to
perform a duty he or she owes to the  corporation  and the  breach or failure to
perform constitutes any of the following:

          (1) A willful  failure  to deal  fairly  with the  corporation  or its
     shareholders  in connection  with a matter in which the director or officer
     has a material conflict of interest.

          (2) A violation  of criminal  law,  unless the director or officer had
     reasonable  cause to  believe  that his or her  conduct  was  lawful  or no
     reasonable cause to believe that his or her conduct was unlawful.

          (3) A  transaction  from  which the  director  or  officer  derived an
     improper personal profit.

          (4) Willful misconduct.

     (b) Determination of whether indemnification is required under this Section
shall be made pursuant to Section 8.05.

     (c) The  termination  of a proceeding  by judgment,  order,  settlement  or
conviction,  or upon a plea of no contest or an  equivalent  plea,  does not, by
itself,  create a presumption that indemnification of the director or officer is
not required under this Section.

     8.03 Written Request. A director or officer who seeks indemnification under
Sections 8.01 or 8.02 shall make a written request to the corporation.

     8.04  Nonduplication.  The  corporation  shall not  indemnify a director or
officer  under  Sections  8.01 or 8.02 to the extent the director or officer has
previously  received  indemnification  or allowance of expenses from any person,
including the corporation, in connection with the same proceeding.  However, the
director or officer has no duty to look to any other person for indemnification.

     8.05 Determination of Right to Indemnification.

     (a) Unless  otherwise  provided  by the  Articles  of  Incorporation  or by
written  agreement  between the  director or officer  and the  corporation,  the
director or officer seeking  indemnification under Section 8.02 shall select one
of the following means for determining his or her right to indemnification:

          (1)  By a  majority  vote  of a  quorum  of  the  Board  of  Directors
     consisting  of  directors  not at the time  parties  to the same or related
     proceedings.  If a quorum of disinterested directors cannot be obtained, by
     majority vote of a committee  duly  appointed by the Board of Directors and
     consisting  solely  of two (2) or more  directors  who are not at the  time
     parties to the same or related  proceedings.  Directors  who are parties to
     the same or related  proceedings  may  participate  in the  designation  of
     members of the committee.

          (2) By independent  legal counsel selected by a quorum of the Board of
     Directors  or its  committee  in the manner  prescribed  in sub. (1) or, if
     unable to obtain such a quorum or committee, by a majority vote of the full
     Board of  Directors,  including  directors  who are  parties to the same or
     related proceedings.

          (3) By a panel of three (3)  arbitrators  consisting of one arbitrator
     selected by those directors  entitled under sub. (2) to select  independent
     legal counsel,  one arbitrator  selected by the director or officer seeking
     indemnification  and one  arbitrator  selected  by the two (2)  arbitrators
     previously selected.

          (4) By an  affirmative  vote of shares  represented  at a  meeting  of
     shareholders at which a quorum of the voting group entitled to vote thereon

                                       5
<page>

     is present. Shares owned by, or voted under the control of, persons who are
     at the  time  parties  to the  same  or  related  proceedings,  whether  as
     plaintiffs  or  defendants  or in any other  capacity,  may not be voted in
     making the determination.

          (5) By a court under Section 8.08.

          (6) By any  other  method  provided  for in any  additional  right  to
     indemnification permitted under Section 8.07.

     (b)  In  any  determination  under  (a),  the  burden  of  proof  is on the
corporation to prove by clear and convincing evidence that indemnification under
Section 8.02 should not be allowed.

     (c) A written determination as to a director's or officer's indemnification
under Section 8.02 shall be submitted to both the  corporation  and the director
or officer within 60 days of the selection made under (a).

     (d) If it is  determined  that  indemnification  is required  under Section
8.02, the  corporation  shall pay all liabilities and expenses not prohibited by
Section  8.04 within ten (10) days after  receipt of the  written  determination
under (c). The corporation  shall also pay all expenses incurred by the director
or officer in the determination process under (a).

     8.06 Advance of Expenses.  Within ten (10) days after  receipt of a written
requested  by a  director  or  officer  who  is a  party  to a  proceeding,  the
corporation shall pay or reimburse his or her reasonable expenses as incurred if
the director or officer provides the corporation with all of the following:

     (a) A written  affirmation  of his or her good faith  belief that he or she
has not breached or failed to perform his or her duties to the corporation.

     (b) A written undertaking,  executed personally or on his or her behalf, to
repay the allowance to the extent that it is ultimately determined under Section
8.05  that  indemnification   under  Section  8.02  is  not  required  and  that
indemnification  is  not  ordered  by a  court  under  Section  8.08(b)(2).  The
undertaking  under this subsection shall be an unlimited  general  obligation of
the  director  or officer and may be accepted  without  reference  to his or her
ability to repay the allowance. The undertaking may be secured or unsecured.

     8.07 Nonexclusivity.

     (a) Except a provided in (b),  Sections 8.01, 8.02 and 8.06 do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under any of the following:

          (1) The Articles of Incorporation.

          (2) A written  agreement  between  the  director  or  officer  and the
     corporation.

          (3) A resolution of the Board of Directors.

          (4) A resolution,  after notice,  adopted by a majority vote of all of
     the corporation's voting shares then issued and outstanding.

     (b)  Regardless  of the  existence  of an  additional  right under (a), the
corporation  shall not indemnify a director or officer,  or permit a director or
officer to retain any  allowance of expenses  unless it is  determined  by or on
behalf of the corporation that the director or officer did not breach or fail to
perform a duty he or she owes to the corporation which constitutes conduct under
Section 8.01(a)(1), (2), (3) or (4). A director or officer who is a party to the
same or related proceeding for which indemnification or an allowance of expenses
is sought may not  participate in a  determination  under this  subsection.
                                       6

<page>

     (c) Sections 8.01 to 8.13 do not affect the  corporation's  power to pay or
reimburse  expenses  incurred by a director  or officer in any of the  following
circumstances:

          (1) As a witness in a proceeding to which he or she is not a party.

          (2) As a plaintiff or petitioner in a proceeding  because he or she is
     or was an employee, agent, director or officer of the corporation.

     8.08 Court-Ordered Indemnification.

     (a) Except as provided  otherwise by written agreement between the director
or  officer  and the  corporation,  a director  or  officer  who is a party to a
proceeding may apply for  indemnification to the court conducting the proceeding
or to another court of competent jurisdiction.  Application shall be made for an
initial determination by the court under Section 8.05(a)(5) or for review by the
court of an adverse  determination  under Section  8.05(a)(1),  (2), (3), (4) or
(6).  After  receipt  of an  application,  the court  shall  give any  notice it
considers necessary.

     (b) The court shall order indemnification if it determines any
of the following:

          (1) That the director or officer is entitled to indemnification  under
     Sections 8.01 or 8.02.

          (2) That the director or officer is fairly and reasonably  entitled to
     indemnification  in view of all the relevant  circumstances,  regardless of
     whether indemnification is required under Section 8.02.

          (c) If the court  determines under (b) that the director or officer is
     entitled to  indemnification,  the corporation  shall pay the director's or
     officer's expenses incurred to obtain the court-ordered indemnification.

     8.09 Indemnification and Allowance of Expenses of Employees and Agents. The
corporation shall indemnify an employee of the corporation who is not a director
or officer of the corporation,  to the extent that he or she has been successful
on the  merits or  otherwise  in  defense of a  proceeding,  for all  reasonable
expenses  incurred in the  proceeding  if the employee was a party because he or
she was an  employee  of the  corporation.  In  addition,  the  corporation  may
indemnify  and allow  reasonable  expenses  of an employee or agent who is not a
director or officer of the corporation to the extent provided by the Articles of
Incorporation  or these  Bylaws,  by general or specific  action of the Board of
Directors or by contract.

     8.10  Insurance.  The  corporation  may purchase and maintain  insurance on
behalf of an individual  who is an employee,  agent,  director or officer of the
corporation  against liability asserted against or incurred by the individual in
his or her capacity as an employee,  agent,  director or officer,  regardless of
whether the corporation is required or authorized to indemnify or allow expenses
to the individual  against the same liability under Sections 8.01,  8.02,  8.06,
8.07 and 8.09.

     8.11 Securities Law Claims.

     (a)  Pursuant  to  the  public  policy  of  the  State  of  Wisconsin,  the
corporation  shall  provide  indemnification  and  allowance of expenses and may
insure for any  liability  incurred in  connection  with a proceeding  involving
securities  regulation  described  under (b) to the extent required or permitted
under Sections 8.01 to 8.10.

     (b)  Sections  8.01 to 8.10 apply,  to the extent  applicable  to any other
proceeding,  to any  proceeding  involving a federal or state  statute,  rule or
regulation  regulating  the offer,  sale or purchase of  securities,  securities
brokers or dealers, or investment companies or investment advisers.

     8.12  Liberal  Construction.  In order for the  corporation  to obtain  and
retain qualified  directors,  officers and employees,  the foregoing  provisions

                                       7

<Page>
shall be liberally  administered in order to afford maximum  indemnification  of
directors,  officers and, where Section 8.09 of these Bylaws applies, employees.
The indemnification  above provided for shall be granted in all applicable cases
unless to do so would clearly  contravene law,  controlling  precedent or public
policy.

     8.13 Definitions  Applicable to this Article. For purposes of this Article:

     (a)  "Affiliate"  shall  include,  without  limitation,   any  corporation,
partnership,  joint venture,  employee  benefit plan,  trust or other enterprise
that directly or indirectly through one or more  intermediaries,  controls or is
controlled by, or is under common control with, the corporation.

     (b)  "Corporation"  means  this  corporation  and any  domestic  or foreign
predecessor of this corporation  where the predecessor  corporation's  existence
ceased upon the consummation of a merger or other transaction.

     (c) "Director or officer" means any of the following:

          (1)  An  individual  who is or  was a  director  or  officer  of  this
     corporation.

          (2)  An  individual   who,   while  a  director  or  officer  of  this
     corporation,  is or was serving at the corporation's request as a director,
     officer,  partner,  trustee,  member of any  governing  or  decision-making
     committee, employee or agent of another corporation or foreign corporation,
     partnership, joint venture, trust or other enterprise.

          (3)  An  individual   who,   while  a  director  or  officer  of  this
     corporation,  is or was serving an employee benefit plan because his or her
     duties to the  corporation  also  impose  duties on, or  otherwise  involve
     services by, the person to the plan or to participants in or  beneficiaries
     of the plan.

          (4) Unless the  context  requires  otherwise,  the estate or  personal
     representative of a director or officer.

          For purposes of this Article,  it shall be conclusively  presumed that
          any  director  or officer  serving  as a  director,  officer  partner,
          trustee,  member  of  any  governing  or  decision-making   committee,
          employee or agent of an  affiliate  shall be so serving at the request
          of the corporation.

     (d) "Expenses" include fees, costs, charges,  disbursements,  attorney fees
and other expenses incurred in connection with a proceeding.

     (e)  "Liability"  includes the  obligation  to pay a judgment,  settlement,
penalty,  assessment,  forfeiture or fine, including an excise tax assessed with
respect to an employee benefit plan, and reasonable expenses.

     (f) "Party"  includes an individual  who was or is, or who is threatened to
be made, a named defendant or respondent in a proceeding.

     (g)  "Proceeding"  means  any  threatened,   pending  or  completed  civil,
criminal,  administrative or investigative  action,  suit,  arbitration or other
proceeding,  whether formal or informal, which involves foreign,  federal, state
or local law and which is  brought by or in the right of the  corporation  or by
any other person.

Item 7. Exemption From Registration Claimed.

         Not applicable.

                                       8
<page>


Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                            Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto

<S>      <C>                                                         <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Wauwatosa Holdings, Inc. 2006 Equity
                  Incentive Plan                                                **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of  KPMG LLP                                          Attached as Exhibit 23.2

         23.3     Consent of Ernst & Young LLP                                  Attached as Exhibit 23.3

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus for Wauwatosa Holdings, Inc. 2006 Equity
                  Incentive Plan                                                Attached as Exhibit 99
</TABLE>
-------------------
*    Incorporated by reference to Exhibit 4.1 to the  Registration  Statement on
     Form S-1 (Commission File No. 333-125715),  originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 10, 2005, and
     all   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Shareholders   (Commission  File  No.
     000-51507), filed by the Company under the Securities Exchange Act of 1934,
     on March 27, 2006.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       9

<PAGE>
                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of  Wauwatosa,  State of
Wisconsin, on this 19th day of December, 2006.

                                             WAUWATOSA HOLDINGS, INC.


                                           By:/s/Donald J. Stephens
                                              ---------------------------------
                                              Donald J. Stephens, President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Wauwatosa Holdings, Inc. (the
"Company")  hereby severally  constitute and appoint Donald J. Stephens,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Donald J. Stephens may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Wauwatosa  Holdings,  Inc. 2006 Equity Incentive
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby approve,  ratify and confirm all that said Donald J. Stephens shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signatures                                  Title                                       Date

<S>                                 <C>                                            <C>
/s/ Donald J. Stephens              President, Chief Executive Officer                  December 19, 2006
---------------------------         and Chairman of the Board
Donald J. Stephens                  (Principal Executive Officer)



/s/ Douglas S. Gordon               Chief Operating Officer and Director                December 19, 2006
---------------------------
Douglas S. Gordon



/s/ Richard C. Larson                Chief Financial Officer                            December 19, 2006
---------------------------         (Principal Financial and Accounting Officer)
Richard C. Larson



/s/ Barbara J. Coutley               Senior Vice President, Secretary                   December 19, 2006
---------------------------          and Director
Barbara J. Coutley



/s/ Thomas E. Dalum                  Director                                           December 19, 2006
---------------------------
Thomas E. Dalum



/s/Michael L. Hansen                 Director                                            December 19, 2006
---------------------------
Michael L. Hansen



/s/ Patrick S. Lawton               Director                                            December 19, 2006
---------------------------
Patrick S. Lawton



/s/ Stephen J. Schmidt              Director                                            December 19, 2006
---------------------------
Stephen J. Schmidt
</TABLE>

<PAGE>

                                  EXHIBIT INDEX


Exhibit Number             Description

4    Form of Common Stock Certificate  (incorporated by reference to Exhibit 4.1
     to the Registration Statement on Form S-1 (Commission File No. 333-125715),
     originally  filed by the Company under the  Securities Act of 1933 with the
     Commission  on June 10, 2005,  and all  amendments or reports filed for the
     purpose of updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10   Wauwatosa  Holdings,  Inc.  2006 Equity  Incentive  Plan  (incorporated  by
     reference  to  Appendix A to the proxy  statement  for the  Company's  2006
     Annual Meeting of Shareholders  (Commission File No.  000-51507),  filed by
     the Company under the Securities Exchange Act of 1934, on March 27, 2006).

23.1 Consent of Luse Gorman Pomerenk & Schick, P.C.

23.2 Consent of KPMG LLP

23.3 Consent of Ernst & Young LLP

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99   Prospectus for Wauwatosa Holdings, Inc. 2006 Equity  Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "forms8_dec2006.txt", "description": "FORM S-8", "secsgml_size_bytes": 36809}]
{"company-data": {"conformed-name": "Wauwatosa Holdings, Inc.", "cik": "0001329517", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139545", "film-number": "061292192"}, "business-address": {"street1": "11200 WEST PLANK ROAD", "city": "WAUWATOSA", "state": "WI", "zip": "53226", "phone": "414-258-5880"}, "mail-address": {"street1": "11200 WEST PLANK ROAD", "city": "WAUWATOSA", "state": "WI", "zip": "53226"}}
Registration No. 333-______
  As filed with the Securities and Exchange Commission on December 21, 2006

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDERTHE SECURITIES ACT OF 1933

                            Wauwatosa Holdings, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Wisconsin                                      20-3598485
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             11200 West Plank Court
                           Wauwatosa, Wisconsin 53226
                    (Address of Principal Executive Offices)

                               Donald J. Stephens
                      President and Chief Executive Officer
                             11200 West Plank Court
                           Wauwatosa, Wisconsin 53226
                    (Name and Address of Agent for Service)

              Wauwatosa Holdings, Inc. 2006 Equity Incentive Plan
                       (Full Title of the Plan)

                                   Copies to:

       David J. Stephens                              Eric Luse, Esquire
President and Chief Executive Officer                 Alan Schick, Esquire
      Wauwatosa Holdings, Inc.               Luse Gorman Pomerenk & Schick, P.C.
      11200 West Plank Court                5335 Wisconsin Ave., N.W., Suite 400
    Wauwatosa, Wisconsin 53226                      Washington, D.C.  20015
       (414) 761-1000                                    (202) 274-2000
(Name, Address and Telephone
 Number of Agent for Service)

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. ?
CALCULATION OF REGISTRATION FEE
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  426,942(2)          $18.035(4)             $7,699,899                 $824
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                1,067,356(3)          $18.035(5)            $19,249,765               $2,060
--------------------------------------------------------------------------------------------------------------------
TOTALS                          1,494,298                                  $26,949,664               $2,884
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Wauwatosa  Holdings,  Inc.  2006  Equity  Incentive  Plan (the  "Stock
     Incentive  Plan") as a result of a stock split,  stock  dividend or similar
     adjustment of the outstanding common stock of Wauwatosa Holdings, Inc. (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Incentive Plan for any future grants of restricted stock.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Incentive Plan for any future grants of stock options.
(4)  Determined  pursuant  to 17  C.F.R.  Section  230.457(h)(1)  and 17  C.F.R.
     Section 230.457(c).
(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.
                                       2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form  S-8  have  been or will be sent or  given  to  participants  in the  Stock
Incentive Plan as specified by Rule 428(b)(1)  promulgated by the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The  Transition  Report on Form 10-K of the Company  for the  transition
period from July 1, 2005, to December 31, 2005 (Commission File No.  000-51507),
filed with the  Commission  on March 27, 2006  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form S-1 filed with the  Commission  on June 10, 2005
(Commission File No. 333-125715).

     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, after the
date  hereof,  and  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.

     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 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

     The Company is incorporated  under the Wisconsin  Business  Corporation Law
("WBCL").  Under  Section  180.0851(1)  of the WBCL,  the Company is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of the Company.  In all other cases, the Company is required
by Section  180.0851(2)  of the WBCL to indemnify a director or officer  against
liability  incurred in a proceeding  to which such person was a party because he
or she was an officer or director of the Company,  unless it is determined  that
he or she  breached  or failed to  perform  a duty owed to the  Company  and the
breach or failure to perform  constitutes:  (i) a willful failure to deal fairly
with the Company or its  shareholders  in connection  with a matter in which the
director or officer has a material  conflict of  interest;  (ii) a violation  of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no  reasonable  cause to believe his or her conduct
was unlawful;  (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the
WBCL   provides   that,   subject  to   certain   limitations,   the   mandatory
indemnification   provisions   do  not   preclude   any   additional   right  to
indemnification  or  allowance  of expenses  that a director or officer may have
under the Company's articles of incorporation,  bylaws, a written agreement or a
resolution of the Board of Directors or shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit  indemnification,  allowance of expenses
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale or purchase of securities.

     Section  180.0828 of the WBCL provides  that,  with certain  exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

     Under Section  180.0833 of the WBCL,  directors of the Company against whom
claims are asserted with respect to the  declaration of an improper  dividend or
other  distribution  to  shareholders  to which they  assented  are  entitled to
contribution  from other  directors who assented to such  distribution  and from
shareholders  who  knowingly  accepted  the improper  distribution,  as provided
therein.

     Directors  and officers of the Company are also covered by  directors'  and
officers'  liability  insurance under which they are insured (subject to certain
exceptions  and  limitations  specified  in the  policy)  against  expenses  and
liabilities  arising out of  proceedings  to which they are parties by reason of
being or having been directors or officers.

     Article VIII of the Company's bylaws sets forth  circumstances  under which
directors,  officers,  employees  and agents of the Company  may be  indemnified
against liability which they incur in their capacities as such:

                          ARTICLE VIII. INDEMNIFICATION

     8.01 Indemnification for Successful Defense.  Within twenty (20) days after
receipt of a written  request  pursuant to Section 8.03, the  corporation  shall
indemnify a director or officer,  to the extent he or she has been successful on
the merits or  otherwise  in the  defense of a  proceeding,  for all  reasonable
expenses  incurred  in the  proceeding  if the  director  or officer was a party
because he or she is a director or officer of the corporation.

         8.02     Other Indemnification.

     (a) In cases  not  included  under  Section  8.01,  the  corporation  shall
indemnify a director or officer against all liabilities and expenses incurred by
the director or officer in a  proceeding  to which the director or officer was a

                                       4
party  because he or she is a director  or  officer of the  corporation,  unless
liability  was incurred  because the  director or officer  breached or failed to
perform a duty he or she owes to the  corporation  and the  breach or failure to
perform constitutes any of the following:

          (1) A willful  failure  to deal  fairly  with the  corporation  or its
     shareholders  in connection  with a matter in which the director or officer
     has a material conflict of interest.

          (2) A violation  of criminal  law,  unless the director or officer had
     reasonable  cause to  believe  that his or her  conduct  was  lawful  or no
     reasonable cause to believe that his or her conduct was unlawful.

          (3) A  transaction  from  which the  director  or  officer  derived an
     improper personal profit.

          (4) Willful misconduct.

     (b) Determination of whether indemnification is required under this Section
shall be made pursuant to Section 8.05.

     (c) The  termination  of a proceeding  by judgment,  order,  settlement  or
conviction,  or upon a plea of no contest or an  equivalent  plea,  does not, by
itself,  create a presumption that indemnification of the director or officer is
not required under this Section.

     8.03 Written Request. A director or officer who seeks indemnification under
Sections 8.01 or 8.02 shall make a written request to the corporation.

     8.04  Nonduplication.  The  corporation  shall not  indemnify a director or
officer  under  Sections  8.01 or 8.02 to the extent the director or officer has
previously  received  indemnification  or allowance of expenses from any person,
including the corporation, in connection with the same proceeding.  However, the
director or officer has no duty to look to any other person for indemnification.

     8.05 Determination of Right to Indemnification.

     (a) Unless  otherwise  provided  by the  Articles  of  Incorporation  or by
written  agreement  between the  director or officer  and the  corporation,  the
director or officer seeking  indemnification under Section 8.02 shall select one
of the following means for determining his or her right to indemnification:

          (1)  By a  majority  vote  of a  quorum  of  the  Board  of  Directors
     consisting  of  directors  not at the time  parties  to the same or related
     proceedings.  If a quorum of disinterested directors cannot be obtained, by
     majority vote of a committee  duly  appointed by the Board of Directors and
     consisting  solely  of two (2) or more  directors  who are not at the  time
     parties to the same or related  proceedings.  Directors  who are parties to
     the same or related  proceedings  may  participate  in the  designation  of
     members of the committee.

          (2) By independent  legal counsel selected by a quorum of the Board of
     Directors  or its  committee  in the manner  prescribed  in sub. (1) or, if
     unable to obtain such a quorum or committee, by a majority vote of the full
     Board of  Directors,  including  directors  who are  parties to the same or
     related proceedings.

          (3) By a panel of three (3)  arbitrators  consisting of one arbitrator
     selected by those directors  entitled under sub. (2) to select  independent
     legal counsel,  one arbitrator  selected by the director or officer seeking
     indemnification  and one  arbitrator  selected  by the two (2)  arbitrators
     previously selected.

          (4) By an  affirmative  vote of shares  represented  at a  meeting  of
     shareholders at which a quorum of the voting group entitled to vote thereon

                                       5
is present. Shares owned by, or voted under the control of, persons who are
     at the  time  parties  to the  same  or  related  proceedings,  whether  as
     plaintiffs  or  defendants  or in any other  capacity,  may not be voted in
     making the determination.

          (5) By a court under Section 8.08.

          (6) By any  other  method  provided  for in any  additional  right  to
     indemnification permitted under Section 8.07.

     (b)  In  any  determination  under  (a),  the  burden  of  proof  is on the
corporation to prove by clear and convincing evidence that indemnification under
Section 8.02 should not be allowed.

     (c) A written determination as to a director's or officer's indemnification
under Section 8.02 shall be submitted to both the  corporation  and the director
or officer within 60 days of the selection made under (a).

     (d) If it is  determined  that  indemnification  is required  under Section
8.02, the  corporation  shall pay all liabilities and expenses not prohibited by
Section  8.04 within ten (10) days after  receipt of the  written  determination
under (c). The corporation  shall also pay all expenses incurred by the director
or officer in the determination process under (a).

     8.06 Advance of Expenses.  Within ten (10) days after  receipt of a written
requested  by a  director  or  officer  who  is a  party  to a  proceeding,  the
corporation shall pay or reimburse his or her reasonable expenses as incurred if
the director or officer provides the corporation with all of the following:

     (a) A written  affirmation  of his or her good faith  belief that he or she
has not breached or failed to perform his or her duties to the corporation.

     (b) A written undertaking,  executed personally or on his or her behalf, to
repay the allowance to the extent that it is ultimately determined under Section
8.05  that  indemnification   under  Section  8.02  is  not  required  and  that
indemnification  is  not  ordered  by a  court  under  Section  8.08(b)(2).  The
undertaking  under this subsection shall be an unlimited  general  obligation of
the  director  or officer and may be accepted  without  reference  to his or her
ability to repay the allowance. The undertaking may be secured or unsecured.

     8.07 Nonexclusivity.

     (a) Except a provided in (b),  Sections 8.01, 8.02 and 8.06 do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under any of the following:

          (1) The Articles of Incorporation.

          (2) A written  agreement  between  the  director  or  officer  and the
     corporation.

          (3) A resolution of the Board of Directors.

          (4) A resolution,  after notice,  adopted by a majority vote of all of
     the corporation's voting shares then issued and outstanding.

     (b)  Regardless  of the  existence  of an  additional  right under (a), the
corporation  shall not indemnify a director or officer,  or permit a director or
officer to retain any  allowance of expenses  unless it is  determined  by or on
behalf of the corporation that the director or officer did not breach or fail to
perform a duty he or she owes to the corporation which constitutes conduct under
Section 8.01(a)(1), (2), (3) or (4). A director or officer who is a party to the
same or related proceeding for which indemnification or an allowance of expenses
is sought may not  participate in a  determination  under this  subsection.
                                       6
(c) Sections 8.01 to 8.13 do not affect the  corporation's  power to pay or
reimburse  expenses  incurred by a director  or officer in any of the  following
circumstances:

          (1) As a witness in a proceeding to which he or she is not a party.

          (2) As a plaintiff or petitioner in a proceeding  because he or she is
     or was an employee, agent, director or officer of the corporation.

     8.08 Court-Ordered Indemnification.

     (a) Except as provided  otherwise by written agreement between the director
or  officer  and the  corporation,  a director  or  officer  who is a party to a
proceeding may apply for  indemnification to the court conducting the proceeding
or to another court of competent jurisdiction.  Application shall be made for an
initial determination by the court under Section 8.05(a)(5) or for review by the
court of an adverse  determination  under Section  8.05(a)(1),  (2), (3), (4) or
(6).  After  receipt  of an  application,  the court  shall  give any  notice it
considers necessary.

     (b) The court shall order indemnification if it determines any
of the following:

          (1) That the director or officer is entitled to indemnification  under
     Sections 8.01 or 8.02.

          (2) That the director or officer is fairly and reasonably  entitled to
     indemnification  in view of all the relevant  circumstances,  regardless of
     whether indemnification is required under Section 8.02.

          (c) If the court  determines under (b) that the director or officer is
     entitled to  indemnification,  the corporation  shall pay the director's or
     officer's expenses incurred to obtain the court-ordered indemnification.

     8.09 Indemnification and Allowance of Expenses of Employees and Agents. The
corporation shall indemnify an employee of the corporation who is not a director
or officer of the corporation,  to the extent that he or she has been successful
on the  merits or  otherwise  in  defense of a  proceeding,  for all  reasonable
expenses  incurred in the  proceeding  if the employee was a party because he or
she was an  employee  of the  corporation.  In  addition,  the  corporation  may
indemnify  and allow  reasonable  expenses  of an employee or agent who is not a
director or officer of the corporation to the extent provided by the Articles of
Incorporation  or these  Bylaws,  by general or specific  action of the Board of
Directors or by contract.

     8.10  Insurance.  The  corporation  may purchase and maintain  insurance on
behalf of an individual  who is an employee,  agent,  director or officer of the
corporation  against liability asserted against or incurred by the individual in
his or her capacity as an employee,  agent,  director or officer,  regardless of
whether the corporation is required or authorized to indemnify or allow expenses
to the individual  against the same liability under Sections 8.01,  8.02,  8.06,
8.07 and 8.09.

     8.11 Securities Law Claims.

     (a)  Pursuant  to  the  public  policy  of  the  State  of  Wisconsin,  the
corporation  shall  provide  indemnification  and  allowance of expenses and may
insure for any  liability  incurred in  connection  with a proceeding  involving
securities  regulation  described  under (b) to the extent required or permitted
under Sections 8.01 to 8.10.

     (b)  Sections  8.01 to 8.10 apply,  to the extent  applicable  to any other
proceeding,  to any  proceeding  involving a federal or state  statute,  rule or
regulation  regulating  the offer,  sale or purchase of  securities,  securities
brokers or dealers, or investment companies or investment advisers.

     8.12  Liberal  Construction.  In order for the  corporation  to obtain  and
retain qualified  directors,  officers and employees,  the foregoing  provisions

                                       7
shall be liberally  administered in order to afford maximum  indemnification  of
directors,  officers and, where Section 8.09 of these Bylaws applies, employees.
The indemnification  above provided for shall be granted in all applicable cases
unless to do so would clearly  contravene law,  controlling  precedent or public
policy.

     8.13 Definitions  Applicable to this Article. For purposes of this Article:

     (a)  "Affiliate"  shall  include,  without  limitation,   any  corporation,
partnership,  joint venture,  employee  benefit plan,  trust or other enterprise
that directly or indirectly through one or more  intermediaries,  controls or is
controlled by, or is under common control with, the corporation.

     (b)  "Corporation"  means  this  corporation  and any  domestic  or foreign
predecessor of this corporation  where the predecessor  corporation's  existence
ceased upon the consummation of a merger or other transaction.

     (c) "Director or officer" means any of the following:

          (1)  An  individual  who is or  was a  director  or  officer  of  this
     corporation.

          (2)  An  individual   who,   while  a  director  or  officer  of  this
     corporation,  is or was serving at the corporation's request as a director,
     officer,  partner,  trustee,  member of any  governing  or  decision-making
     committee, employee or agent of another corporation or foreign corporation,
     partnership, joint venture, trust or other enterprise.

          (3)  An  individual   who,   while  a  director  or  officer  of  this
     corporation,  is or was serving an employee benefit plan because his or her
     duties to the  corporation  also  impose  duties on, or  otherwise  involve
     services by, the person to the plan or to participants in or  beneficiaries
     of the plan.

          (4) Unless the  context  requires  otherwise,  the estate or  personal
     representative of a director or officer.

          For purposes of this Article,  it shall be conclusively  presumed that
          any  director  or officer  serving  as a  director,  officer  partner,
          trustee,  member  of  any  governing  or  decision-making   committee,
          employee or agent of an  affiliate  shall be so serving at the request
          of the corporation.

     (d) "Expenses" include fees, costs, charges,  disbursements,  attorney fees
and other expenses incurred in connection with a proceeding.

     (e)  "Liability"  includes the  obligation  to pay a judgment,  settlement,
penalty,  assessment,  forfeiture or fine, including an excise tax assessed with
respect to an employee benefit plan, and reasonable expenses.

     (f) "Party"  includes an individual  who was or is, or who is threatened to
be made, a named defendant or respondent in a proceeding.

     (g)  "Proceeding"  means  any  threatened,   pending  or  completed  civil,
criminal,  administrative or investigative  action,  suit,  arbitration or other
proceeding,  whether formal or informal, which involves foreign,  federal, state
or local law and which is  brought by or in the right of the  corporation  or by
any other person.

Item 7. Exemption From Registration Claimed.

         Not applicable.

                                       8
Item 8.  List of Exhibits.
Regulation S-K                                                            Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Wauwatosa Holdings, Inc. 2006 Equity
                  Incentive Plan                                                **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of  KPMG LLP                                          Attached as Exhibit 23.2

         23.3     Consent of Ernst & Young LLP                                  Attached as Exhibit 23.3

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus for Wauwatosa Holdings, Inc. 2006 Equity
                  Incentive Plan                                                Attached as Exhibit 99
-------------------
*    Incorporated by reference to Exhibit 4.1 to the  Registration  Statement on
     Form S-1 (Commission File No. 333-125715),  originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 10, 2005, and
     all   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Shareholders   (Commission  File  No.
     000-51507), filed by the Company under the Securities Exchange Act of 1934,
     on March 27, 2006.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       9
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of  Wauwatosa,  State of
Wisconsin, on this 19th day of December, 2006.

                                             WAUWATOSA HOLDINGS, INC.

                                           By:/s/Donald J. Stephens
                                              ---------------------------------
                                              Donald J. Stephens, President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Wauwatosa Holdings, Inc. (the
"Company")  hereby severally  constitute and appoint Donald J. Stephens,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Donald J. Stephens may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Wauwatosa  Holdings,  Inc. 2006 Equity Incentive
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby approve,  ratify and confirm all that said Donald J. Stephens shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
/s/ Donald J. Stephens              President, Chief Executive Officer                  December 19, 2006
---------------------------         and Chairman of the Board
Donald J. Stephens                  (Principal Executive Officer)

/s/ Douglas S. Gordon               Chief Operating Officer and Director                December 19, 2006
---------------------------
Douglas S. Gordon

/s/ Richard C. Larson                Chief Financial Officer                            December 19, 2006
---------------------------         (Principal Financial and Accounting Officer)
Richard C. Larson

/s/ Barbara J. Coutley               Senior Vice President, Secretary                   December 19, 2006
---------------------------          and Director
Barbara J. Coutley

/s/ Thomas E. Dalum                  Director                                           December 19, 2006
---------------------------
Thomas E. Dalum

/s/Michael L. Hansen                 Director                                            December 19, 2006
---------------------------
Michael L. Hansen

/s/ Patrick S. Lawton               Director                                            December 19, 2006
---------------------------
Patrick S. Lawton

/s/ Stephen J. Schmidt              Director                                            December 19, 2006
---------------------------
Stephen J. Schmidt
EXHIBIT INDEX

Exhibit Number             Description

4    Form of Common Stock Certificate  (incorporated by reference to Exhibit 4.1
     to the Registration Statement on Form S-1 (Commission File No. 333-125715),
     originally  filed by the Company under the  Securities Act of 1933 with the
     Commission  on June 10, 2005,  and all  amendments or reports filed for the
     purpose of updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10   Wauwatosa  Holdings,  Inc.  2006 Equity  Incentive  Plan  (incorporated  by
     reference  to  Appendix A to the proxy  statement  for the  Company's  2006
     Annual Meeting of Shareholders  (Commission File No.  000-51507),  filed by
     the Company under the Securities Exchange Act of 1934, on March 27, 2006).

23.1 Consent of Luse Gorman Pomerenk & Schick, P.C.

23.2 Consent of KPMG LLP

23.3 Consent of Ernst & Young LLP

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99   Prospectus for Wauwatosa Holdings, Inc. 2006 Equity  Incentive Plan