As filed with the Securities and Exchange Commission on October 11, 1996.
                                             Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           --------------------------

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

          New Jersey                                      22-3413572
-------------------------------                       ------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                 700-88 Broadway
                           Westwood, New Jersey 07675
                    (Address of principal executive offices)

                              ---------------------

         Westwood Financial Corporation 1993 Stock Option Plan -- Plan A
         Westwood Financial Corporation 1993 Stock Option Plan -- Plan B
                            -------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                              ---------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of                    Proposed Maxi-   Proposed Maxi-     Amount of
Securities to   Amount to       mum Offering     mum Aggregate      Registration
be Registered   be Registered   Price Per Unit   Offering Price (2) Fee (2)
-------------   -------------   --------------   ------------------ -----------

Common Stock
$.10 par value   39,224(1)           $(2)           $276,660        $100.00(3)
================================================================================


(1) The maximum number of shares of Westwood Financial  Corporation common stock
("Common  Stock")  issuable  upon  exercise of options  granted or to be granted
under the Westwood Financial Corporation 1993 Stock Option Plan -- Plan A and --
Plan B  (collectively,  the "Option Plans")  consists of 39,224 shares which are
being registered under this Registration  Statement and for which a registration
fee is being paid.

(2) Under Rule 457(h) of the 1933 Act, the  registration  fee may be calculated,
inter alia,  based upon the price at which the stock  options may be  exercised.
39,224 shares of Common Stock are being  registered,  of which 24,664 shares are
under option at an exercise price of $6.12 per share ($150,944 in the aggregate)
and  13,075  shares  are under  option at an  exercise  price of $8.11 per share
($106,039 in the aggregate). The remainder of the shares under the Option Plans,
which are not presently subject to options (1,485 shares),  are being registered
based upon the last  reported  ask price of the Common  Stock as reported on the
Nasdaq  SmallCap  Market on October 7, 1996, of $13.25 per share ($19,677 in the
aggregate) for a total offering of $276,660.

(3)  Represents minimum filing fee.

Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8 shall be
effective upon filing with the Commission.


<PAGE>



** THIS DOCUMENT  CONSTITUTES  THE PROSPECTUS  COVERING  SECURITIES  THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                  39,224 Shares

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                                  COMMON STOCK
                           (Par Value $0.10 Per Share)

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                                     PLAN A
                         (19,612 Shares of Common Stock)

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                                     PLAN B
                         (19,612 Shares of Common Stock)

                                  -------------

      This Prospectus  relates to 39,224 shares of common stock, par value $0.10
per  share  (the  "Common  Stock"),  of  Westwood  Financial   Corporation  (the
"Company")  which may be issued  from time to time to holders  of stock  options
("Optionee")  granted  or to be granted by the  Company  to  selected  officers,
directors , key employees and other persons of the Company and any subsidiary of
the Company  pursuant to the Westwood  Financial  Corporation  1993 Stock Option
Plan -- Plan A and -- Plan B (collectively, the "Option Plans"). Each offer made
under the Option Plans  pursuant to this  Prospectus is made at the price and on
the terms and conditions  contained in the  agreements  entered into between the
Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq SmallCap
Market under the symbol  "WWFC." Shares of Common Stock which may be issued upon
exercise of options  granted or to be granted under the Option Plans,  will also
be traded in the Nasdaq SmallCap  Market.  On October 7, 1996, the last reported
ask price of the  Common  Stock on the  Nasdaq  SmallCap  Market  was $13.25 per
share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is October 11, 1996


<PAGE>



      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date of this Prospectus.


<PAGE>



                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

General Plan Information.....................................................1

Administration...............................................................2

Purpose......................................................................2

Securities to be Offered.....................................................2

Eligibility to Participate in Option Plans...................................3

Purchases of Securities Pursuant to the Plans
and Payment for Securities Offered...........................................3

      Term of the Option Plans...............................................3
      Stock Option Agreements................................................3
      Option Price...........................................................3
      Limitations on the Grant of Options....................................4
      Option Period..........................................................4
      Non-transferability....................................................5
      Conditions of Exercise.................................................5
      Payment for Options....................................................5
      Issuance of Common Stock...............................................5
      Awards to Directors....................................................5

Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions.............................................6

Amendment and Termination of Plans...........................................7

Restrictions on Resale.......................................................7

Federal Income Tax Consequences..............................................8

Annual Report to Shareholders................................................8

Additional Information.......................................................8

Legal Opinion................................................................9

Appendix A.................................................................A-1
      Administration.......................................................A-1
      Number of Shares Subject to the Option Plans.........................A-1
      Participation in the Option Plans....................................A-1
      Outstanding Awards...................................................A-1


<PAGE>



         Westwood Financial Corporation 1993 Stock Option Plan -- Plan A
         Westwood Financial Corporation 1993 Stock Option Plan -- Plan B

General Plan Information
------------------------

      This  Prospectus  relates to 39,224 shares of the Common Stock,  par value
$0.10 per share, of Westwood Financial  Corporation (the "Company").  The 39,224
shares of Common Stock will be offered upon exercise of options granted or to be
granted under the Westwood Financial  Corporation 1993 Stock Option Plan -- Plan
A and -- Plan B (collectively, the "Option Plans").

      The Company  was formed  under the laws of the State of New Jersey for the
purpose of  becoming a holding  company  and  became the parent  corporation  of
Westwood  Savings Bank (the  "Bank") on June 6, 1996,  at which time the Company
acquired all of the shares of capital stock of the Bank ("Reorganization").  The
Bank previously adopted the Option Plans in 1993. The Option Plans were approved
by  stockholders  of the Bank at the Annual Meeting of  Stockholders of the Bank
held in July 1994.  The Option  Plans are to  continue in effect for a period of
ten  years  from  the  date  the  Bank  completed  its  mutual  holding  company
reorganization  under New Jersey law in 1993  (i.e.,  December  9, 2003)  unless
earlier terminated or extended by the Company.

      Pursuant to the Option  Plans,  39,224 shares of Common Stock are reserved
for issuance by the Company  upon the  exercise of options  awarded to officers,
directors,  key  employees  and other  persons of the  Company and any parent or
subsidiary corporations. Options granted under the Option Plans may be Incentive
Stock Options within the meaning of Section 422 of the Internal  Revenue Code of
1986,  as amended  ("Code") or options not so qualifying  ("Non-Incentive  Stock
Options").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax  purposes by the Optionee  upon the  exercise of an  Incentive  Stock
Option,  and no tax  deduction  is  available  to the Company as a result of the
exercise.  Upon exercise of a Non-Incentive Stock Option, the Optionee generally
recognizes  ordinary  income to the extent that the exercise  price is less than
the fair market value on the date of exercise. The Company is generally entitled
to a  federal  income  tax  deduction  equal to the  amount of  ordinary  income
recognized  by  Optionees at the time of such income  recognition.  See "Federal
Income Tax Consequences."

      The Option Plans will not be qualified  under  Section  401(a) of the Code
and are exempt from the provisions of the Employee  Retirement  Income  Security
Act of 1974, as amended ("ERISA").

      The  statements  herein  concerning the terms and provisions of the Option
Plans are summaries and do not purport to be complete.  All such  statements are
qualified in their entirety by reference to the full text of the Option Plans as
filed as exhibits to the  Registration  Statement of which this  Prospectus is a
part. Terms which are utilized herein which are not  specifically  defined shall
be construed in accordance with their definition contained in the Option Plans.

      Additional updating and other information with respect to the Option Plans
and the Common Stock offered  hereby may be provided in the future to holders of
Options by means of one or more  supplements  or appendices to this  Prospectus.
Additional  information  about the Option Plans  (including a copy of the Option
Plans),  plan  administration  and the Company may be obtained at the  Company's
principal offices,  which are located at 700-88 Broadway,  Westwood,  New Jersey
07675. The Company's telephone number is (201) 666-5002.


<PAGE>




Administration
--------------

      The Option Plans are  administered by committees of the Company's Board of
Directors (the "Committees").  The Option Plans provide that each such Committee
will consist of not less than three non-employee  directors of the Company.  The
members of each  Committee are appointed by the Board.  Members of the Committee
shall be "disinterested" within the meaning of Rule 16b-3 promulgated under Rule
16(b) of the  Securities  Exchange  Act of 1934,  as  amended  ("1934  Act").  A
majority  of each  Committee  shall  constitute  a quorum,  and the  action of a
majority  of the  members  present  at any  meeting at which a quorum is present
shall be deemed the action of such Committee.

      Subject to the  express  provisions  of the Option  Plans and  resolutions
adopted by the Board, each Committee has authority to interpret the terms of the
Option Plans, to prescribe, amend and rescind the rules and regulations relating
to the Option  Plans,  and to  determine  the form and  content of options to be
issued under the Option Plans. In addition, each Committee is authorized to make
all other determinations deemed necessary or advisable for the administration of
the Option  Plans and shall  have and may  exercise  such  other  power and such
authority  as may be  delegated  to it by the  Board  from  time  to  time.  All
decisions,  determinations, and interpretations of such Committee shall be final
and conclusive to all persons affected thereby.

      Additional  information  about the Option Plans and the  Committees may be
obtained from the Company at the address of the Company as listed under "General
Plan  Information."  For a list of the current  members of each  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The purpose of the Option Plans is to promote the interests of the Company
by  attracting  and  retaining  the best  available  personnel  for positions of
substantial responsibility to serve as officers,  directors and key employees of
the Company and to provide additional incentive to such officers,  directors and
key  employees  of the Company to promote the success and  profitability  of the
Company's business.

Securities to be Offered
------------------------

      Under the Option  Plans,  the  aggregate  number of shares of Common Stock
which may be issued  pursuant  to options  granted  or to be  granted  under the
Option Plans is 39,224 shares, subject to certain adjustments for changes in the
capital  structure of the Company,  as described below.  See  "Recapitalization,
Merger,  Consolidation,  Change in Control and Similar Transactions." Any shares
of Common Stock subject to an option  pursuant to the Option Plans which expires
or is  terminated  unexercised  will again be available  for issuance  under the
Option Plans.

Eligibility to Participate in Option Plans
------------------------------------------

      Options to purchase  Common Stock under the Option Plans may be awarded to
officers,  directors,  key employees and other persons of the Company, the Bank,
and any present or future  parent or subsidiary  corporations.  Under the Option
Plans,  Incentive Stock Options may only be granted to employees of the Company,
the Bank,  and any of their  parent or  subsidiary  corporations.  In  selecting
participants under the Option Plans (the  "Participants") and in determining the
number of options to be granted to each Participant, the Committees may consider
the nature of the services rendered by each

                                        2


<PAGE>



Participant,  each  Participant's  current  and  potential  contribution  to the
Company, and such other factors as the Committee, in its sole discretion,  shall
deem relevant. In addition, pursuant to the terms of the Option Plans, directors
of the Company were awarded options based upon a specific  formula  contained in
the Option Plans. (See "Purchases of Securities Pursuant to the Option Plans and
Payment for Securities Offered - Awards to Directors").

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Option Plans and the number of persons actually participating
in the Option Plans, see "Participation in the Option Plans" at Appendix A.

Purchases of Securities Pursuant to the Plans and Payment for Securities Offered
--------------------------------------------------------------------------------

      Term of the Option Plans. The Option Plans became effective on December 9,
1993,  and unless  previously  terminated,  the Option  Plans shall  continue in
effect for a term of ten years,  after which no further  options may be granted.
The future expiration of the Option Plans, or its termination by the Board, will
not affect any option previously granted.

      Stock Option  Agreements.  The options  granted under the Option Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will contain such terms and conditions  consistent with the
requirements  of the  Option  Plans as the  Committee  shall  determine.  Option
Agreements  shall  constitute  the only form of reports  which  Optionees  shall
receive related to the status of options granted or which are exercisable  under
the Option Plans.

      The Option Plans  provides  that the Board of Directors of the Company may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding option,  provided that no such modification,
extension or renewal  shall  confer on the Optionee any rights or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  option  without  the
Optionee's  consent,  except as provided  under the Option Plans,  which permits
modification of the Option Plans.  (See "Amendment and Termination of the Option
Plans" below.)

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the Common  Stock  covered by the  Incentive
Stock Option on that date. If an officer, director or employee owns Common Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time an Incentive  Stock  Option is granted,  then the option price shall not be
less than 110 percent (110%) of the Fair Market Value of the Common Stock at the
time the Incentive  Stock Option is granted.  No more than $100,000 of Incentive
Stock  Options  (based upon the fair market value of such Common Stock as of the
date of grant) can become exercisable for the first time in any one year for any
one  person.  Pursuant to the Option  Plans,  the  exercise  price per share for
Non-Incentive  Stock Options shall be the price as determined by the  Committee.
The exercise price of Incentive  Stock Options and  Non-Incentive  Stock Options
must be paid for in full in cash or shares of Common Stock,  or a combination of
both.

                                        3


<PAGE>



      If the Common  Stock is listed on a national  securities  exchange  on the
date of grant,  then the  exercise  price  per share  shall be not less than the
average of the highest  and lowest  selling  price on such  exchange on the date
such option is granted;  or if there were no sales on said date,  then the price
shall be not less than the mean  between the bid and ask price on such date.  If
no such bid and ask price is  available,  then the Fair  Market  Value per share
shall be determined by the  Committee.  If the Common Stock is traded  otherwise
than on a national securities exchange at the time of the granting of an option,
then the price per share shall be not less than the mean between the bid and ask
price on the date the option is granted  or, if there is no bid and ask price on
said date,  then on the next prior business day on which there was a bid and ask
price. If no such bid and ask price is available, then the price per share shall
be determined by the Committee.

      Notwithstanding  anything herein to the contrary, the Committee shall have
the authority to cancel outstanding  options granted under the Option Plans with
the consent of the Optionee and to reissue new options at a lower exercise price
equal to the then Fair Market  Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding options falls below the exercise price of such options.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the  Option  Plans,  the  granting  of  options is made at the sole
discretion of the  Committee.  Further,  the aggregate  Fair Market Value of the
Common  Stock for which an employee  may be granted  options  which become first
exercisable in any calendar year may not exceed $100,000,  or such other maximum
amount  as may be  permitted  by  Section  422 of the  Code as the  same  may be
hereafter amended.  Notwithstanding the foregoing limitation,  the Committee may
grant  options in excess of this  limitation,  provided said options are clearly
and specifically  designated as not being Incentive Stock Options, as defined in
Section 422 of the Code.

      Option Period.  The term of  exercisability of an option granted under the
Option Plans shall be established by the Committee, but may not be for more than
ten  years  from  the  date of  grant  of the  Option,  except  in the case of a
Participant  who owns  stock  representing  more  than 10% of the  Common  Stock
outstanding at the time the option is granted,  the term of the Option shall not
exceed five years from the date of the grant of the option. In general,  options
will not be  exercisable  after the expiration of their term as set forth in the
Option Plans or the Option Agreement.

      In the event  that a  Participant  ceases to serve as an  employee  of the
Company for any reason other than disability or death, an exercisable  Incentive
Stock Option will  continue to be  exercisable  for three months but in no event
after the expiration date of the option. In the event of the disability or death
of a Participant during such service, an exercisable Incentive Stock Option will
continue  to be  exercisable  for one year and two years,  respectively,  to the
extent  exercisable by the  Participant  immediately  prior to his disability or
death. The terms and conditions of  Non-Incentive  Stock Options relating to the
impact of an Optionee's termination of employment,  disability or death shall be
such terms as the Committee, in its own discretion,  shall determine at the time
of the grant of such options or upon termination, disability or death.

      Under the Option Plans, the Committee's determination regarding whether an
Optionee's  employment has ceased, and the effective date thereof shall be final
and conclusive on all persons affected thereby.  Notwithstanding anything herein
to the  contrary,  in no event shall any option  granted  pursuant to the Option
Plans be exercisable  for a period of six months from the date of grant,  except
in the event of the death or disability of the Optionee.

                                        4


<PAGE>




      Non-transferability.  No  option   granted   under  the  Option  Plans  is
transferable other than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Option Plans or the Option Agreement, certain information as to
which is provided above (see "Option Period").  Except as described above and as
may be limited by agreement,  there is no limitation  upon the number of options
that may be exercised in any one year, and options not exercised in any one year
may be exercised in subsequent years over the term of the option.

      Payment for Options.  Under the Option Plans,  full payment for each share
of Common Stock  purchased upon the exercise of any option granted shall be made
at the time of exercise of each such option and shall be paid in cash (in United
States dollars), Common Stock, or a combination of cash and Common Stock. Common
Stock utilized in full or partial  payment of the exercise price shall be valued
at its Fair Market Value on the date of exercise.  The Company shall accept full
or partial  payment in Common Stock only to the extent  permitted by  applicable
law. No shares of Common Stock shall be issued until full payment  therefore has
been received by the Company,  and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
options shall be either newly issued  shares of the Company or shares  purchased
in the market, at the Company's  discretion.  In either case, the Optionee shall
not pay any fees,  commissions or other charges for such Common Stock other than
the exercise  price as stated in the Option  Agreement.  Cash  proceeds from the
sale of Common Stock issued pursuant to the exercise of options will be added to
the  general  funds of the Company to be used for  general  corporate  purposes.
Shares of Common  Stock shall not be issued with  respect to any option  granted
under the Option  Plans  unless the  issuance  and delivery of such Common Stock
shall comply with all relevant provisions of law, including, without limitation,
the  Securities  Act of 1933,  as  amended  (the  "1933  Act"),  the  rules  and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the  exercise of an option,  the Company may require the Optionee
to make such  representations  and  warranties as may be necessary to assure the
availability  of an exemption from any additional  registration  requirements of
federal or state securities laws.

      Awards  to  Directors.   Pursuant  to  the  terms  of  the  Option  Plans,
Non-Incentive  Stock  Options  to  purchase  1,681  shares of Common  Stock were
granted to each  Director  who was not  otherwise an employee as of December 12,
1995 at an exercise  price equal to the fair market value of the Common Stock on
such date of grant (i.e.,  $8.11 per share as adjusted for the  Reorganization).
On  December  9,  1993,  options to acquire  2,240  shares of Common  Stock were
granted to each director at an exercise  price equal to the fair market value of
the Common  Stock on such date of grant  (i.e.,  $6.12 per share as adjusted for
the Reorganization). The options shall be immediately exercisable on the date of
grant,  and will remain  exercisable  for up to ten years from such date of each
grant.  Such  options  may be  exercised  for a  period  of ten  years  from the
effective  date of the Option Plans without  regard to the  continued  status of
such  Optionee as a Director of the  Company,  or in the event of such  person's
death during the term of his directorship, by the personal representation of his
estate or person or persons to

                                        5


<PAGE>



whom his  rights  under  such  option  shall  have  passed by will or by laws of
descent and distribution.  Unless otherwise  inapplicable,  or inconsistent with
the provisions of the Option Plans,  the options  granted to Directors  shall be
subject to all other provisions of the Option Plans.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required  action by the  shareholders  of the Company,  the
aggregate  number of shares of Common  Stock for which  options  may be  granted
under the Option  Plans,  the number of shares of Common  Stock  covered by each
outstanding  option,  and the  exercise  price per share of Common Stock of each
option shall all be proportionately adjusted for any increase or decrease in the
number of  issued  and  outstanding  shares of  Common  Stock  resulting  from a
subdivision or consolidation of shares or the payment of a stock dividend on the
Common  Stock or any other  increase or decrease in the number of such shares of
Common Stock effected without receipt of  consideration  by the Company.  In the
event  of  any  change  in  control,  recapitalization,  merger,  consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary corporate action, the Committees, in their sole discretion,  shall
have  the  power,  prior to or  subsequent  to such  action  or  events,  to (i)
appropriately  adjust  the  number of shares of  Common  Stock  subject  to each
option,  the exercise price per share of Common Stock, and the  consideration to
be  given or  received  by the  Company  upon the  exercise  of any  outstanding
options;  (ii) cancel any or all  previously  granted  options,  providing  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or (iii) make such other  adjustments in connection with the Option Plans as
the Committees deem necessary, desirable,  appropriate or advisable. However, no
action may be taken by the Committees  which would cause Incentive Stock Options
granted pursuant to the Option Plans to fail to meet the requirements of Section
422 of the Code.

      The Committees have at all times the power to accelerate the exercise date
of all  options  granted  under the Option  Plans.  In the case of any change in
control of the  Company or  imminent  change in  control  as  determined  by the
Committees,  all outstanding  options shall become  immediately  exercisable and
non-forfeitable.  A change in control is defined to include (i) the execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Company;  (ii) the  execution  of an  agreement  for merger or  recapitalization
whereby the Company is not the  surviving  entity;  (iii) a change of control of
the  Company as  otherwise  defined by the New Jersey  Department  of Banking or
regulations promulgated by it; and (iv) the acquisition, directly or indirectly,
of the beneficial ownership (within the meaning of Section 13(d) of the 1934 Act
and  rules  and  regulations  promulgated  thereunder)  of  25% or  more  of the
outstanding  voting  securities of the Company by any person,  trust,  entity or
group. An "imminent  change in control" is defined as an offer or  announcement,
written or oral, by any person or persons acting as a group,  to acquire control
of the Company.

Amendment and Termination of Option Plans
-----------------------------------------

      The Board of Directors may alter, suspend or discontinue the Option Plans,
except that no action of the Board may  increase  the  maximum  number of shares
permitted  to be  optioned  under the  Option  Plans,  materially  increase  the
benefits  accruing to Participants  under the Option Plans or materially  modify
the  requirements  for eligibility for  participation in the Option Plans unless
such action of the Board shall be subject to  approval  or  ratification  by the
shareholders of the Company. The Option Plan shall continue in effect for a term
of ten years from their respective effective dates, after which no future awards
may be granted.

                                        6


<PAGE>



Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
options. The Option Plans permit the Committees to provide as a condition to the
exercise of an option that the Common Stock  acquired  upon the exercise of such
options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Option Plans only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Option Plans.

      In  addition,  the  receipt of an option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4 or 5 are  required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director or 10% holder of Common  Stock  issued upon an exercise of an
option  within six months after the receipt of such option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

      Under present federal income tax laws,  awards under the Option Plans will
have the following consequences:

          1.   The  grant  of an  option  will  not  by  itself,  result  in the
               recognition of taxable income to the  Participant nor entitle the
               Company to a deduction at the time of such grant.

          2.   The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               participant nor entitle the Company to a deduction at the time of
               such exercise. However, the difference between the exercise price
               and the fair market value of the  optioned  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations,  trigger the alternative minimum tax. The Participant
               will  recognize  capital  gain or loss upon  resale of the Common
               Stock  received  upon such  exercise,  provided that he held such
               shares for at least one year after transfer of the Common

                                        7


<PAGE>



               Stock  to  him  or two  years  after  the  grant  of the  option,
               whichever  is later.  Generally,  if the Common Stock is not held
               for that period,  the Participant will recognize  ordinary income
               upon disposition in an amount equal to the difference between the
               exercise price and the fair market value on the date of exercise,
               or, if less, the sales proceeds of the shares  acquired  pursuant
               to the option.

          3.   The exercise of a  Non-Incentive  Stock Option will result in the
               recognition of ordinary  income by the Participant on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price and the fair market value on the date of exercise
               of the shares acquired pursuant to the option.

          4.   The  Company  will be allowed a tax  deduction  for  federal  tax
               purposes equal to the amount of ordinary  income  recognized by a
               Participant at the time the Participant  recognizes such ordinary
               income.

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to options under the Option Plans.  Each Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.

Annual Report to Shareholders
-----------------------------

      The Bank's  audited  financial  statements for the fiscal year ended March
31, 1996 are  incorporated by reference in the  Registration  Statement to which
this Prospectus is a part. In the future,  the Company's latest Annual Report to
Stockholders, including financial statements, will be mailed to all stockholders
of record as of the close of business on such record date. Any person wishing to
receive a copy of such Annual Report may obtain a copy by writing the Company at
the address set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Option Plans covered herein may be provided in the future to Participants  under
the  Option  Plans by means of  appendices  to this  Prospectus.  The nature and
frequency of any reports to be made to Participants as to their participation in
the Option Plans will be determined by the Committee.

      The Company,  upon written or oral request, will provide without charge to
any person to whom this  Prospectus is delivered:  a copy of the Option Plans, a
copy of any exhibits to the Registration Statement of which this Prospectus is a
part, a copy of its latest Annual Report to Stockholders  (when available) and a
copy of any and all of the documents that have been incorporated by reference in
Item 3 of Part II of the  Registration  Statement of which this  Prospectus is a
part, and that such documents are deemed  incorporated by reference in this 1933
Act Section 10(a) Prospectus.  Further, other documents required to be delivered
to the  Participants  as  specified  in Item 9 of  Part  II of the  Registration
Statement are available upon request. Any such request can be oral or in writing
and  should  be  addressed  to  the  Corporate  Secretary,   Westwood  Financial
Corporation,  700-88  Broadway,  Westwood,  New Jersey 07675.  The  Registrant's
telephone number is (201) 666-5002.

                                        8


<PAGE>



Legal Opinion
-------------

      The  validity of the Common Stock  offered  hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.



                                        9


<PAGE>



                                   APPENDIX A

                      ADDITIONAL INFORMATION CONCERNING THE

                         WESTWOOD FINANCIAL CORPORATION
                        1993 STOCK OPTION PLAN -- PLAN A
                                       and
                         WESTWOOD FINANCIAL CORPORATION
                        1993 STOCK OPTION PLAN -- PLAN B

                            (As of October 11, 1996)

Administration
--------------

      The Board has  appointed  three  non-employee  Directors as members of the
Committee  responsible  for  administration  of the Option Plans,  consisting of
directors Caruso,  Becker, and Durgin ("Committee").  Discretionary awards under
the Option Plans have been made by the Committee to management  and employees of
Westwood Savings Bank and Westwood  Financial  Corporation.  Non-  discretionary
awards  under the terms of the  Option  Plans  have been made to  members of the
Board.

Number of Shares Subject to Option Plans
----------------------------------------

      On September 30, 1996,  Stock Options covering 37,739 shares of the Common
Stock were outstanding, which were granted at an average exercise price of $6.81
per share as adjusted for the  Reorganization.  As of the date of this Appendix,
39,224 shares of Common Stock remain  issuable under the Option Plan, of which a
total of 37,739 shares of Common Stock are subject to option thereunder.

Participation in the Plans
--------------------------

      As of September 30, 1996, the Company and its  subsidiaries  had eight (8)
employees holding outstanding options to purchase 19,815 shares of Common Stock.
Additionally, options to purchase 15,684 shares of Common Stock were held by the
non-employee members of the Board under the Option Plans. Further, 2,240 Options
are held by the estate of a deceased director.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
options under the Option Plans as of the date of this Appendix.

                                       A-1


<PAGE>



                         WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                             -- PLAN A and -- PLAN B

                              Number of Shares     Number of         Average
                              Presently Subject Persons Holding   Exercise Price
Grant Date                       to Options         Awards          Per Share
----------                       ----------         ------          ---------

December 9, 1993                        24,664        11              $6.12

December 12, 1995                       13,075         9              $8.11
                                        ------                         ----

Total                                   37,739        13              $6.81







                                       A-2


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

       The  Company  is  subject  to  the  informational   requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports,  proxy statements and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

       The following  documents are incorporated in this Registration  Statement
by reference:

       (1) The  Company's  Registration  Statement  on Form S-1  filed  with the
Commission  on  December  20,  1995 and  amendments  thereto  (Registration  No.
33-80681);

       (2) The Company's audited financial  statements filed under cover of Form
10-KSB for the fiscal year ended March 31, 1996, filed with the Commission;

       (3) The Company's Quarterly  Financial  Statements on Form 10-QSB for the
quarter ended June 30, 1996, filed with the Commission;

       (4) The  Company's  Registration  Statement  on Form 8-A  filed  with the
Commission on April 12, 1996; and

       (5) Information as to options which will be included in the future either
in the  Company's  proxy  statements,  annual  reports  or  appendices  to  this
Prospectus.

       All documents  filed by the Company  pursuant to Sections 13, 14 or 15(d)
of the  Securities  Exchange  Act of 1934 after the date hereof and prior to the
termination  of the offering of the shares of Common Stock shall be deemed to be
incorporated by reference in this Registration Statement herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

       Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

       The Certificate of Incorporation of the Company requires  indemnification
of  directors,  officers and  employees to the fullest  extent  permitted by New
Jersey law.  New Jersey law  provides  that any  corporation  organized  for any
purpose under any general or special law of New Jersey shall have the

                                      II-1


<PAGE>



power to indemnify a director,  officer,  employee or agent ("corporate  agent")
against his or her expenses and  liabilities  in connection  with any proceeding
involving  such  person by reason of his or her being or having been a corporate
agent,  other than a proceeding  by or in the right of the  corporation,  if (i)
such corporate  agent acted in good faith and in the manner he or she reasonably
believed to be in or not opposed to the best interests of the  corporation;  and
(ii) with  respect to any  criminal  proceeding,  such person had no  reasonable
cause to  believe  his or her  conduct  was  unlawful.  The  termination  of any
proceeding  by judgment,  order,  settlement,  conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
person did not meet the  applicable  standards  of conduct  set forth in (i) and
(ii) above (NJBCA 14A:3-5 (2)).

       Further,  any corporation  organized for any purpose under any general or
special law of New Jersey  would have the power to  indemnify a corporate  agent
against his or her expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor which involves such person
by reason for the person  being or having been a corporate  agent,  if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to  the  best  interests  of the  corporation.  However,  in  such
proceeding,  no indemnification shall be provided for any claim, issue or matter
as to  which  such  person  shall  have  been  adjudged  to  be  liable  to  the
corporation,  unless and only to the extent that the Superior Court or the court
in which such  proceeding  was brought shall  determine  upon  application  that
despite the adjudication of liability,  but in view of all  circumstances of the
case,  such  person is fairly and  reasonably  entitled  to  indemnity  for such
expenses as the  Superior  Court or such other  court  shall deem proper  (NJBCA
14A:3-5 (3)).

       Any  corporation  organized  for any purpose under any general or special
law of New Jersey  must  indemnify  a corporate  agent  against  expenses to the
extent that such corporate  agent has been successful on the merits or otherwise
in any proceeding  (referred to above) or in the defense of any claim,  issue or
matter therein (NJBCA 14A:3-5 (4)).

       In general,  any  indemnification  may be made by the corporation only as
authorized  in a specific  case upon a  determination  that  indemnification  is
proper in the  circumstances  because  the  corporate  agent met the  applicable
standard of conduct as provided by  statute.  Unless  otherwise  provided in the
Certificate  or  bylaws,  such  determination  shall be made (i) by the board of
directors  or a  committee  thereof,  acting  by a  majority  vote  of a  quorum
consisting  of directors  who were not parties to or  otherwise  involved in the
proceeding;  or (ii) if such a quorum is not obtainable,  or, even if obtainable
and such quorum of the board of directors or committee by a majority vote of the
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  such counsel to be designated  by the board of directors;  or (iii) by
the  shareholders if the certificate of  incorporation or bylaws or a resolution
of the board of directors or of the shareholders so directs (NJBCA 14A:3-5(5)).

       The New Jersey  statute  further  provides  that  expenses  incurred by a
corporate  agent in connection  with a proceeding may be paid by the corporation
in advance of the final disposition of the proceeding as authorized by the board
of directors  upon receipt of an  undertaking  by or on behalf of the  corporate
agent to repay such amount if it is ultimately  determined that he or she is not
entitled to be indemnified as provided by statute (NJBCA 14A:3-5(6)).

       The  indemnification  and  advancement  of  expenses  provided by the New
Jersey  statute  do not  exclude  any other  rights,  including  the right to be
indemnified  against  liabilities and expenses  incurred in proceedings by or in
the right of the  corporation,  to which a corporate agent may be entitled under
the certificate of incorporation,  bylaws, agreement,  vote of shareholders,  or
otherwise; provided that no

                                      II-2


<PAGE>



indemnification shall be made to or on behalf of a corporate agent if a judgment
or other final adjudication  adverse to the corporate agent establishes that his
acts or omissions  (i) were in breach of his duty of loyalty to the  corporation
or its shareholders, (ii) were not in good faith or involved a knowing violation
of law,  or (iii)  resulted  in receipt by the  corporate  agent of an  improper
personal benefit (NJBCA 14A:3-5(8)). The New Jersey statute allows a corporation
to obtain insurance on behalf of a corporate agent against any expenses incurred
in any proceeding and any liabilities  asserted  against him or her by reason of
his or her being or having been a director,  officer, employee or agent, whether
or not the corporation would have the power to indemnify him or her against such
expenses and  liabilities  under the provisions of the New Jersey statute (NJBCA
14A:3-5(9)). No indemnification can be made, however, if it is inconsistent with
the  certificate  of  incorporation,  bylaws,  a  resolution  of  the  board  or
shareholders,  or an agreement or other proper corporate action in effect at the
time of the accrual of the  alleged  cause of action  asserted  in a  proceeding
(NJBCA 14A:3-5(11)).

       New Jersey law also allows for the  limitation  of liability of directors
and officers.  NJBCA  14A:2-7(3).  The Certificate of Incorporation  provides in
accordance with New Jersey law that a director or officer will not be personally
liable to the  Company or its  stockholders  for  damages for breach of any duty
owed to the Company or its  stockholders  provided  that,  this provision in the
Certificate  of  Incorporation  will not  relieve a  director  or  officer  from
liability  for any breach of duty based upon an act or omission (i) in breach of
the director's or officer's duty of loyalty to the Company or the  stockholders,
(ii) not in good faith or knowing  violation  of the law, or (iii)  resulting in
receipt by such person of an improper personal benefit.

       The registrant  believes that these provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten by Continental  Casualty Co. with a $2.0 million aggregate limit of
liability and an aggregate  deductible  of  $25,000.00  per loss both for claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unforceable.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

       Not applicable.

Item 8.  Exhibits
-----------------

       For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

                                      II-3


<PAGE>





Item 9.  Undertakings
---------------------

       (a)  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;

            (i)   To include any prospectus required by Section 10(a)(3) of  the
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

       (c) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the

                                      II-4


<PAGE>



requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

       (d)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 Act and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-5


<PAGE>



                                   SIGNATURES

       Pursuant to the  requirements  of the  Securities  Act of 1933,  Westwood
Financial  Corporation  certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned  thereunto duly authorized,  in the State of New Jersey,  on the
11th day of October 1996.

                             Westwood Financial Corporation

                             By:   /s/William J. Woods
                                   ---------------------------------------------
                                   William J. Woods
                                   President and Chief Executive Officer
                                   (Duly Authorized Representative)

                                POWER OF ATTORNEY

       We,  the  undersigned   directors  and  officers  of  Westwood  Financial
Corporation,  do hereby  severally  constitute and appoint  William J. Woods our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated below which said William J.
Woods may deem necessary or advisable to enable Westwood  Financial  Corporation
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and  authority  to  sign  for us or any of 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 ratify and confirm all that
said William J. Woods shall do or cause to be done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following person on October
11, 1996 in the capacities indicated.

<TABLE>
<CAPTION>

<S>                                       <C>  
/s/William J. Woods                       /s/George E. Niemczyk
-------------------------------------     --------------------------------------------
William J. Woods                          George E. Niemczyk
President, Chief Executive Officer        Vice President and Controller
  and Chairman of the Board               (Principal Financial and Accounting Officer)
(Principal Executive Officer)

/s/William J. Durgin                      /s/John M. Caruso
-------------------------------------     --------------------------------------------
William J. Durgin                         John  M. Caruso
Director                                  Director

/s/Joanne Miller                          /s/Paul F. Becker
-------------------------------------     --------------------------------------------
Joanne Miller                             Paul F. Becker
Executive Vice President and Director     Director

/s/Sidney J. Hagan
-------------------------------------   
Sidney J. Hagan
Director

</TABLE>

<PAGE>



                                INDEX TO EXHIBITS

Exhibit Description                                                           

 4.1  Westwood Financial Corporation
      1993 Stock Option Plan -- Plan A

 4.2  Westwood Financial Corporation
      1993 Stock Option Plan -- Plan B

 4.3  Form of Stock Option Agreement to be entered into
      with Optionees with respect to Incentive Stock Options

 4.4  Form of Stock Option Agreement to be entered into
      with Optionees with respect to Non-Incentive Stock
      Options

 5.1  Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
      validity of the Common Stock being registered

 23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
      in their opinion filed as Exhibit 5.1)

 23.2 Consents of Independent Accountants - RD Hunter & Company LLP

 24   Reference is made to the Signatures section of this
      Registration Statement for the Power of Attorney
      contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 65359}]
{"company-data": {"conformed-name": "WESTWOOD FINANCIAL CORP", "cik": "0001005187", "assigned-sic": "6036", "irs-number": "223413572", "state-of-incorporation": "NJ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13939", "film-number": "96642411"}, "business-address": {"street1": "700-88 BOADWAY", "city": "WESTWOOD", "state": "NJ", "zip": "07675", "phone": "2016665002"}, "mail-address": {"street1": "700-88 BROADWAY", "street2": "700-88 BROADWAY", "city": "WESTWOOD", "state": "NJ", "zip": "07675"}}
As filed with the Securities and Exchange Commission on October 11, 1996.
                                             Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           --------------------------

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

          New Jersey                                      22-3413572
-------------------------------                       ------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                 700-88 Broadway
                           Westwood, New Jersey 07675
                    (Address of principal executive offices)

                              ---------------------

         Westwood Financial Corporation 1993 Stock Option Plan -- Plan A
         Westwood Financial Corporation 1993 Stock Option Plan -- Plan B
                            -------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                              ---------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of                    Proposed Maxi-   Proposed Maxi-     Amount of
Securities to   Amount to       mum Offering     mum Aggregate      Registration
be Registered   be Registered   Price Per Unit   Offering Price (2) Fee (2)
-------------   -------------   --------------   ------------------ -----------

Common Stock
$.10 par value   39,224(1)           $(2)           $276,660        $100.00(3)
================================================================================

(1) The maximum number of shares of Westwood Financial  Corporation common stock
("Common  Stock")  issuable  upon  exercise of options  granted or to be granted
under the Westwood Financial Corporation 1993 Stock Option Plan -- Plan A and --
Plan B  (collectively,  the "Option Plans")  consists of 39,224 shares which are
being registered under this Registration  Statement and for which a registration
fee is being paid.

(2) Under Rule 457(h) of the 1933 Act, the  registration  fee may be calculated,
inter alia,  based upon the price at which the stock  options may be  exercised.
39,224 shares of Common Stock are being  registered,  of which 24,664 shares are
under option at an exercise price of $6.12 per share ($150,944 in the aggregate)
and  13,075  shares  are under  option at an  exercise  price of $8.11 per share
($106,039 in the aggregate). The remainder of the shares under the Option Plans,
which are not presently subject to options (1,485 shares),  are being registered
based upon the last  reported  ask price of the Common  Stock as reported on the
Nasdaq  SmallCap  Market on October 7, 1996, of $13.25 per share ($19,677 in the
aggregate) for a total offering of $276,660.

(3)  Represents minimum filing fee.

Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8 shall be
effective upon filing with the Commission.
** THIS DOCUMENT  CONSTITUTES  THE PROSPECTUS  COVERING  SECURITIES  THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                  39,224 Shares

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                                  COMMON STOCK
                           (Par Value $0.10 Per Share)

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                                     PLAN A
                         (19,612 Shares of Common Stock)

                                  -------------

                         WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                                     PLAN B
                         (19,612 Shares of Common Stock)

                                  -------------

      This Prospectus  relates to 39,224 shares of common stock, par value $0.10
per  share  (the  "Common  Stock"),  of  Westwood  Financial   Corporation  (the
"Company")  which may be issued  from time to time to holders  of stock  options
("Optionee")  granted  or to be granted by the  Company  to  selected  officers,
directors , key employees and other persons of the Company and any subsidiary of
the Company  pursuant to the Westwood  Financial  Corporation  1993 Stock Option
Plan -- Plan A and -- Plan B (collectively, the "Option Plans"). Each offer made
under the Option Plans  pursuant to this  Prospectus is made at the price and on
the terms and conditions  contained in the  agreements  entered into between the
Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq SmallCap
Market under the symbol  "WWFC." Shares of Common Stock which may be issued upon
exercise of options  granted or to be granted under the Option Plans,  will also
be traded in the Nasdaq SmallCap  Market.  On October 7, 1996, the last reported
ask price of the  Common  Stock on the  Nasdaq  SmallCap  Market  was $13.25 per
share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is October 11, 1996
No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date of this Prospectus.
TABLE OF CONTENTS

                                                                          Page
                                                                          ----

General Plan Information.....................................................1

Administration...............................................................2

Purpose......................................................................2

Securities to be Offered.....................................................2

Eligibility to Participate in Option Plans...................................3

Purchases of Securities Pursuant to the Plans
and Payment for Securities Offered...........................................3

      Term of the Option Plans...............................................3
      Stock Option Agreements................................................3
      Option Price...........................................................3
      Limitations on the Grant of Options....................................4
      Option Period..........................................................4
      Non-transferability....................................................5
      Conditions of Exercise.................................................5
      Payment for Options....................................................5
      Issuance of Common Stock...............................................5
      Awards to Directors....................................................5

Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions.............................................6

Amendment and Termination of Plans...........................................7

Restrictions on Resale.......................................................7

Federal Income Tax Consequences..............................................8

Annual Report to Shareholders................................................8

Additional Information.......................................................8

Legal Opinion................................................................9

Appendix A.................................................................A-1
      Administration.......................................................A-1
      Number of Shares Subject to the Option Plans.........................A-1
      Participation in the Option Plans....................................A-1
      Outstanding Awards...................................................A-1
Westwood Financial Corporation 1993 Stock Option Plan -- Plan A
         Westwood Financial Corporation 1993 Stock Option Plan -- Plan B

General Plan Information
------------------------

      This  Prospectus  relates to 39,224 shares of the Common Stock,  par value
$0.10 per share, of Westwood Financial  Corporation (the "Company").  The 39,224
shares of Common Stock will be offered upon exercise of options granted or to be
granted under the Westwood Financial  Corporation 1993 Stock Option Plan -- Plan
A and -- Plan B (collectively, the "Option Plans").

      The Company  was formed  under the laws of the State of New Jersey for the
purpose of  becoming a holding  company  and  became the parent  corporation  of
Westwood  Savings Bank (the  "Bank") on June 6, 1996,  at which time the Company
acquired all of the shares of capital stock of the Bank ("Reorganization").  The
Bank previously adopted the Option Plans in 1993. The Option Plans were approved
by  stockholders  of the Bank at the Annual Meeting of  Stockholders of the Bank
held in July 1994.  The Option  Plans are to  continue in effect for a period of
ten  years  from  the  date  the  Bank  completed  its  mutual  holding  company
reorganization  under New Jersey law in 1993  (i.e.,  December  9, 2003)  unless
earlier terminated or extended by the Company.

      Pursuant to the Option  Plans,  39,224 shares of Common Stock are reserved
for issuance by the Company  upon the  exercise of options  awarded to officers,
directors,  key  employees  and other  persons of the  Company and any parent or
subsidiary corporations. Options granted under the Option Plans may be Incentive
Stock Options within the meaning of Section 422 of the Internal  Revenue Code of
1986,  as amended  ("Code") or options not so qualifying  ("Non-Incentive  Stock
Options").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax  purposes by the Optionee  upon the  exercise of an  Incentive  Stock
Option,  and no tax  deduction  is  available  to the Company as a result of the
exercise.  Upon exercise of a Non-Incentive Stock Option, the Optionee generally
recognizes  ordinary  income to the extent that the exercise  price is less than
the fair market value on the date of exercise. The Company is generally entitled
to a  federal  income  tax  deduction  equal to the  amount of  ordinary  income
recognized  by  Optionees at the time of such income  recognition.  See "Federal
Income Tax Consequences."

      The Option Plans will not be qualified  under  Section  401(a) of the Code
and are exempt from the provisions of the Employee  Retirement  Income  Security
Act of 1974, as amended ("ERISA").

      The  statements  herein  concerning the terms and provisions of the Option
Plans are summaries and do not purport to be complete.  All such  statements are
qualified in their entirety by reference to the full text of the Option Plans as
filed as exhibits to the  Registration  Statement of which this  Prospectus is a
part. Terms which are utilized herein which are not  specifically  defined shall
be construed in accordance with their definition contained in the Option Plans.

      Additional updating and other information with respect to the Option Plans
and the Common Stock offered  hereby may be provided in the future to holders of
Options by means of one or more  supplements  or appendices to this  Prospectus.
Additional  information  about the Option Plans  (including a copy of the Option
Plans),  plan  administration  and the Company may be obtained at the  Company's
principal offices,  which are located at 700-88 Broadway,  Westwood,  New Jersey
07675. The Company's telephone number is (201) 666-5002.
Administration
--------------

      The Option Plans are  administered by committees of the Company's Board of
Directors (the "Committees").  The Option Plans provide that each such Committee
will consist of not less than three non-employee  directors of the Company.  The
members of each  Committee are appointed by the Board.  Members of the Committee
shall be "disinterested" within the meaning of Rule 16b-3 promulgated under Rule
16(b) of the  Securities  Exchange  Act of 1934,  as  amended  ("1934  Act").  A
majority  of each  Committee  shall  constitute  a quorum,  and the  action of a
majority  of the  members  present  at any  meeting at which a quorum is present
shall be deemed the action of such Committee.

      Subject to the  express  provisions  of the Option  Plans and  resolutions
adopted by the Board, each Committee has authority to interpret the terms of the
Option Plans, to prescribe, amend and rescind the rules and regulations relating
to the Option  Plans,  and to  determine  the form and  content of options to be
issued under the Option Plans. In addition, each Committee is authorized to make
all other determinations deemed necessary or advisable for the administration of
the Option  Plans and shall  have and may  exercise  such  other  power and such
authority  as may be  delegated  to it by the  Board  from  time  to  time.  All
decisions,  determinations, and interpretations of such Committee shall be final
and conclusive to all persons affected thereby.

      Additional  information  about the Option Plans and the  Committees may be
obtained from the Company at the address of the Company as listed under "General
Plan  Information."  For a list of the current  members of each  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The purpose of the Option Plans is to promote the interests of the Company
by  attracting  and  retaining  the best  available  personnel  for positions of
substantial responsibility to serve as officers,  directors and key employees of
the Company and to provide additional incentive to such officers,  directors and
key  employees  of the Company to promote the success and  profitability  of the
Company's business.

Securities to be Offered
------------------------

      Under the Option  Plans,  the  aggregate  number of shares of Common Stock
which may be issued  pursuant  to options  granted  or to be  granted  under the
Option Plans is 39,224 shares, subject to certain adjustments for changes in the
capital  structure of the Company,  as described below.  See  "Recapitalization,
Merger,  Consolidation,  Change in Control and Similar Transactions." Any shares
of Common Stock subject to an option  pursuant to the Option Plans which expires
or is  terminated  unexercised  will again be available  for issuance  under the
Option Plans.

Eligibility to Participate in Option Plans
------------------------------------------

      Options to purchase  Common Stock under the Option Plans may be awarded to
officers,  directors,  key employees and other persons of the Company, the Bank,
and any present or future  parent or subsidiary  corporations.  Under the Option
Plans,  Incentive Stock Options may only be granted to employees of the Company,
the Bank,  and any of their  parent or  subsidiary  corporations.  In  selecting
participants under the Option Plans (the  "Participants") and in determining the
number of options to be granted to each Participant, the Committees may consider
the nature of the services rendered by each

                                        2
Participant,  each  Participant's  current  and  potential  contribution  to the
Company, and such other factors as the Committee, in its sole discretion,  shall
deem relevant. In addition, pursuant to the terms of the Option Plans, directors
of the Company were awarded options based upon a specific  formula  contained in
the Option Plans. (See "Purchases of Securities Pursuant to the Option Plans and
Payment for Securities Offered - Awards to Directors").

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Option Plans and the number of persons actually participating
in the Option Plans, see "Participation in the Option Plans" at Appendix A.

Purchases of Securities Pursuant to the Plans and Payment for Securities Offered
--------------------------------------------------------------------------------

      Term of the Option Plans. The Option Plans became effective on December 9,
1993,  and unless  previously  terminated,  the Option  Plans shall  continue in
effect for a term of ten years,  after which no further  options may be granted.
The future expiration of the Option Plans, or its termination by the Board, will
not affect any option previously granted.

      Stock Option  Agreements.  The options  granted under the Option Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will contain such terms and conditions  consistent with the
requirements  of the  Option  Plans as the  Committee  shall  determine.  Option
Agreements  shall  constitute  the only form of reports  which  Optionees  shall
receive related to the status of options granted or which are exercisable  under
the Option Plans.

      The Option Plans  provides  that the Board of Directors of the Company may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding option,  provided that no such modification,
extension or renewal  shall  confer on the Optionee any rights or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  option  without  the
Optionee's  consent,  except as provided  under the Option Plans,  which permits
modification of the Option Plans.  (See "Amendment and Termination of the Option
Plans" below.)

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the Common  Stock  covered by the  Incentive
Stock Option on that date. If an officer, director or employee owns Common Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time an Incentive  Stock  Option is granted,  then the option price shall not be
less than 110 percent (110%) of the Fair Market Value of the Common Stock at the
time the Incentive  Stock Option is granted.  No more than $100,000 of Incentive
Stock  Options  (based upon the fair market value of such Common Stock as of the
date of grant) can become exercisable for the first time in any one year for any
one  person.  Pursuant to the Option  Plans,  the  exercise  price per share for
Non-Incentive  Stock Options shall be the price as determined by the  Committee.
The exercise price of Incentive  Stock Options and  Non-Incentive  Stock Options
must be paid for in full in cash or shares of Common Stock,  or a combination of
both.

                                        3
If the Common  Stock is listed on a national  securities  exchange  on the
date of grant,  then the  exercise  price  per share  shall be not less than the
average of the highest  and lowest  selling  price on such  exchange on the date
such option is granted;  or if there were no sales on said date,  then the price
shall be not less than the mean  between the bid and ask price on such date.  If
no such bid and ask price is  available,  then the Fair  Market  Value per share
shall be determined by the  Committee.  If the Common Stock is traded  otherwise
than on a national securities exchange at the time of the granting of an option,
then the price per share shall be not less than the mean between the bid and ask
price on the date the option is granted  or, if there is no bid and ask price on
said date,  then on the next prior business day on which there was a bid and ask
price. If no such bid and ask price is available, then the price per share shall
be determined by the Committee.

      Notwithstanding  anything herein to the contrary, the Committee shall have
the authority to cancel outstanding  options granted under the Option Plans with
the consent of the Optionee and to reissue new options at a lower exercise price
equal to the then Fair Market  Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding options falls below the exercise price of such options.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the  Option  Plans,  the  granting  of  options is made at the sole
discretion of the  Committee.  Further,  the aggregate  Fair Market Value of the
Common  Stock for which an employee  may be granted  options  which become first
exercisable in any calendar year may not exceed $100,000,  or such other maximum
amount  as may be  permitted  by  Section  422 of the  Code as the  same  may be
hereafter amended.  Notwithstanding the foregoing limitation,  the Committee may
grant  options in excess of this  limitation,  provided said options are clearly
and specifically  designated as not being Incentive Stock Options, as defined in
Section 422 of the Code.

      Option Period.  The term of  exercisability of an option granted under the
Option Plans shall be established by the Committee, but may not be for more than
ten  years  from  the  date of  grant  of the  Option,  except  in the case of a
Participant  who owns  stock  representing  more  than 10% of the  Common  Stock
outstanding at the time the option is granted,  the term of the Option shall not
exceed five years from the date of the grant of the option. In general,  options
will not be  exercisable  after the expiration of their term as set forth in the
Option Plans or the Option Agreement.

      In the event  that a  Participant  ceases to serve as an  employee  of the
Company for any reason other than disability or death, an exercisable  Incentive
Stock Option will  continue to be  exercisable  for three months but in no event
after the expiration date of the option. In the event of the disability or death
of a Participant during such service, an exercisable Incentive Stock Option will
continue  to be  exercisable  for one year and two years,  respectively,  to the
extent  exercisable by the  Participant  immediately  prior to his disability or
death. The terms and conditions of  Non-Incentive  Stock Options relating to the
impact of an Optionee's termination of employment,  disability or death shall be
such terms as the Committee, in its own discretion,  shall determine at the time
of the grant of such options or upon termination, disability or death.

      Under the Option Plans, the Committee's determination regarding whether an
Optionee's  employment has ceased, and the effective date thereof shall be final
and conclusive on all persons affected thereby.  Notwithstanding anything herein
to the  contrary,  in no event shall any option  granted  pursuant to the Option
Plans be exercisable  for a period of six months from the date of grant,  except
in the event of the death or disability of the Optionee.

                                        4
Non-transferability.  No  option   granted   under  the  Option  Plans  is
transferable other than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Option Plans or the Option Agreement, certain information as to
which is provided above (see "Option Period").  Except as described above and as
may be limited by agreement,  there is no limitation  upon the number of options
that may be exercised in any one year, and options not exercised in any one year
may be exercised in subsequent years over the term of the option.

      Payment for Options.  Under the Option Plans,  full payment for each share
of Common Stock  purchased upon the exercise of any option granted shall be made
at the time of exercise of each such option and shall be paid in cash (in United
States dollars), Common Stock, or a combination of cash and Common Stock. Common
Stock utilized in full or partial  payment of the exercise price shall be valued
at its Fair Market Value on the date of exercise.  The Company shall accept full
or partial  payment in Common Stock only to the extent  permitted by  applicable
law. No shares of Common Stock shall be issued until full payment  therefore has
been received by the Company,  and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
options shall be either newly issued  shares of the Company or shares  purchased
in the market, at the Company's  discretion.  In either case, the Optionee shall
not pay any fees,  commissions or other charges for such Common Stock other than
the exercise  price as stated in the Option  Agreement.  Cash  proceeds from the
sale of Common Stock issued pursuant to the exercise of options will be added to
the  general  funds of the Company to be used for  general  corporate  purposes.
Shares of Common  Stock shall not be issued with  respect to any option  granted
under the Option  Plans  unless the  issuance  and delivery of such Common Stock
shall comply with all relevant provisions of law, including, without limitation,
the  Securities  Act of 1933,  as  amended  (the  "1933  Act"),  the  rules  and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the  exercise of an option,  the Company may require the Optionee
to make such  representations  and  warranties as may be necessary to assure the
availability  of an exemption from any additional  registration  requirements of
federal or state securities laws.

      Awards  to  Directors.   Pursuant  to  the  terms  of  the  Option  Plans,
Non-Incentive  Stock  Options  to  purchase  1,681  shares of Common  Stock were
granted to each  Director  who was not  otherwise an employee as of December 12,
1995 at an exercise  price equal to the fair market value of the Common Stock on
such date of grant (i.e.,  $8.11 per share as adjusted for the  Reorganization).
On  December  9,  1993,  options to acquire  2,240  shares of Common  Stock were
granted to each director at an exercise  price equal to the fair market value of
the Common  Stock on such date of grant  (i.e.,  $6.12 per share as adjusted for
the Reorganization). The options shall be immediately exercisable on the date of
grant,  and will remain  exercisable  for up to ten years from such date of each
grant.  Such  options  may be  exercised  for a  period  of ten  years  from the
effective  date of the Option Plans without  regard to the  continued  status of
such  Optionee as a Director of the  Company,  or in the event of such  person's
death during the term of his directorship, by the personal representation of his
estate or person or persons to

                                        5
whom his  rights  under  such  option  shall  have  passed by will or by laws of
descent and distribution.  Unless otherwise  inapplicable,  or inconsistent with
the provisions of the Option Plans,  the options  granted to Directors  shall be
subject to all other provisions of the Option Plans.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required  action by the  shareholders  of the Company,  the
aggregate  number of shares of Common  Stock for which  options  may be  granted
under the Option  Plans,  the number of shares of Common  Stock  covered by each
outstanding  option,  and the  exercise  price per share of Common Stock of each
option shall all be proportionately adjusted for any increase or decrease in the
number of  issued  and  outstanding  shares of  Common  Stock  resulting  from a
subdivision or consolidation of shares or the payment of a stock dividend on the
Common  Stock or any other  increase or decrease in the number of such shares of
Common Stock effected without receipt of  consideration  by the Company.  In the
event  of  any  change  in  control,  recapitalization,  merger,  consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary corporate action, the Committees, in their sole discretion,  shall
have  the  power,  prior to or  subsequent  to such  action  or  events,  to (i)
appropriately  adjust  the  number of shares of  Common  Stock  subject  to each
option,  the exercise price per share of Common Stock, and the  consideration to
be  given or  received  by the  Company  upon the  exercise  of any  outstanding
options;  (ii) cancel any or all  previously  granted  options,  providing  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or (iii) make such other  adjustments in connection with the Option Plans as
the Committees deem necessary, desirable,  appropriate or advisable. However, no
action may be taken by the Committees  which would cause Incentive Stock Options
granted pursuant to the Option Plans to fail to meet the requirements of Section
422 of the Code.

      The Committees have at all times the power to accelerate the exercise date
of all  options  granted  under the Option  Plans.  In the case of any change in
control of the  Company or  imminent  change in  control  as  determined  by the
Committees,  all outstanding  options shall become  immediately  exercisable and
non-forfeitable.  A change in control is defined to include (i) the execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Company;  (ii) the  execution  of an  agreement  for merger or  recapitalization
whereby the Company is not the  surviving  entity;  (iii) a change of control of
the  Company as  otherwise  defined by the New Jersey  Department  of Banking or
regulations promulgated by it; and (iv) the acquisition, directly or indirectly,
of the beneficial ownership (within the meaning of Section 13(d) of the 1934 Act
and  rules  and  regulations  promulgated  thereunder)  of  25% or  more  of the
outstanding  voting  securities of the Company by any person,  trust,  entity or
group. An "imminent  change in control" is defined as an offer or  announcement,
written or oral, by any person or persons acting as a group,  to acquire control
of the Company.

Amendment and Termination of Option Plans
-----------------------------------------

      The Board of Directors may alter, suspend or discontinue the Option Plans,
except that no action of the Board may  increase  the  maximum  number of shares
permitted  to be  optioned  under the  Option  Plans,  materially  increase  the
benefits  accruing to Participants  under the Option Plans or materially  modify
the  requirements  for eligibility for  participation in the Option Plans unless
such action of the Board shall be subject to  approval  or  ratification  by the
shareholders of the Company. The Option Plan shall continue in effect for a term
of ten years from their respective effective dates, after which no future awards
may be granted.

                                        6
Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
options. The Option Plans permit the Committees to provide as a condition to the
exercise of an option that the Common Stock  acquired  upon the exercise of such
options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Option Plans only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Option Plans.

      In  addition,  the  receipt of an option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4 or 5 are  required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director or 10% holder of Common  Stock  issued upon an exercise of an
option  within six months after the receipt of such option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

      Under present federal income tax laws,  awards under the Option Plans will
have the following consequences:

          1.   The  grant  of an  option  will  not  by  itself,  result  in the
               recognition of taxable income to the  Participant nor entitle the
               Company to a deduction at the time of such grant.

          2.   The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               participant nor entitle the Company to a deduction at the time of
               such exercise. However, the difference between the exercise price
               and the fair market value of the  optioned  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations,  trigger the alternative minimum tax. The Participant
               will  recognize  capital  gain or loss upon  resale of the Common
               Stock  received  upon such  exercise,  provided that he held such
               shares for at least one year after transfer of the Common

                                        7
Stock  to  him  or two  years  after  the  grant  of the  option,
               whichever  is later.  Generally,  if the Common Stock is not held
               for that period,  the Participant will recognize  ordinary income
               upon disposition in an amount equal to the difference between the
               exercise price and the fair market value on the date of exercise,
               or, if less, the sales proceeds of the shares  acquired  pursuant
               to the option.

          3.   The exercise of a  Non-Incentive  Stock Option will result in the
               recognition of ordinary  income by the Participant on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price and the fair market value on the date of exercise
               of the shares acquired pursuant to the option.

          4.   The  Company  will be allowed a tax  deduction  for  federal  tax
               purposes equal to the amount of ordinary  income  recognized by a
               Participant at the time the Participant  recognizes such ordinary
               income.

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to options under the Option Plans.  Each Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.

Annual Report to Shareholders
-----------------------------

      The Bank's  audited  financial  statements for the fiscal year ended March
31, 1996 are  incorporated by reference in the  Registration  Statement to which
this Prospectus is a part. In the future,  the Company's latest Annual Report to
Stockholders, including financial statements, will be mailed to all stockholders
of record as of the close of business on such record date. Any person wishing to
receive a copy of such Annual Report may obtain a copy by writing the Company at
the address set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Option Plans covered herein may be provided in the future to Participants  under
the  Option  Plans by means of  appendices  to this  Prospectus.  The nature and
frequency of any reports to be made to Participants as to their participation in
the Option Plans will be determined by the Committee.

      The Company,  upon written or oral request, will provide without charge to
any person to whom this  Prospectus is delivered:  a copy of the Option Plans, a
copy of any exhibits to the Registration Statement of which this Prospectus is a
part, a copy of its latest Annual Report to Stockholders  (when available) and a
copy of any and all of the documents that have been incorporated by reference in
Item 3 of Part II of the  Registration  Statement of which this  Prospectus is a
part, and that such documents are deemed  incorporated by reference in this 1933
Act Section 10(a) Prospectus.  Further, other documents required to be delivered
to the  Participants  as  specified  in Item 9 of  Part  II of the  Registration
Statement are available upon request. Any such request can be oral or in writing
and  should  be  addressed  to  the  Corporate  Secretary,   Westwood  Financial
Corporation,  700-88  Broadway,  Westwood,  New Jersey 07675.  The  Registrant's
telephone number is (201) 666-5002.

                                        8
Legal Opinion
-------------

      The  validity of the Common Stock  offered  hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        9
APPENDIX A

                      ADDITIONAL INFORMATION CONCERNING THE

                         WESTWOOD FINANCIAL CORPORATION
                        1993 STOCK OPTION PLAN -- PLAN A
                                       and
                         WESTWOOD FINANCIAL CORPORATION
                        1993 STOCK OPTION PLAN -- PLAN B

                            (As of October 11, 1996)

Administration
--------------

      The Board has  appointed  three  non-employee  Directors as members of the
Committee  responsible  for  administration  of the Option Plans,  consisting of
directors Caruso,  Becker, and Durgin ("Committee").  Discretionary awards under
the Option Plans have been made by the Committee to management  and employees of
Westwood Savings Bank and Westwood  Financial  Corporation.  Non-  discretionary
awards  under the terms of the  Option  Plans  have been made to  members of the
Board.

Number of Shares Subject to Option Plans
----------------------------------------

      On September 30, 1996,  Stock Options covering 37,739 shares of the Common
Stock were outstanding, which were granted at an average exercise price of $6.81
per share as adjusted for the  Reorganization.  As of the date of this Appendix,
39,224 shares of Common Stock remain  issuable under the Option Plan, of which a
total of 37,739 shares of Common Stock are subject to option thereunder.

Participation in the Plans
--------------------------

      As of September 30, 1996, the Company and its  subsidiaries  had eight (8)
employees holding outstanding options to purchase 19,815 shares of Common Stock.
Additionally, options to purchase 15,684 shares of Common Stock were held by the
non-employee members of the Board under the Option Plans. Further, 2,240 Options
are held by the estate of a deceased director.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
options under the Option Plans as of the date of this Appendix.

                                       A-1
WESTWOOD FINANCIAL CORPORATION
                             1993 STOCK OPTION PLAN
                             -- PLAN A and -- PLAN B

                              Number of Shares     Number of         Average
                              Presently Subject Persons Holding   Exercise Price
Grant Date                       to Options         Awards          Per Share
----------                       ----------         ------          ---------

December 9, 1993                        24,664        11              $6.12

December 12, 1995                       13,075         9              $8.11
                                        ------                         ----

Total                                   37,739        13              $6.81

                                       A-2
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

       The  Company  is  subject  to  the  informational   requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports,  proxy statements and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

       The following  documents are incorporated in this Registration  Statement
by reference:

       (1) The  Company's  Registration  Statement  on Form S-1  filed  with the
Commission  on  December  20,  1995 and  amendments  thereto  (Registration  No.
33-80681);

       (2) The Company's audited financial  statements filed under cover of Form
10-KSB for the fiscal year ended March 31, 1996, filed with the Commission;

       (3) The Company's Quarterly  Financial  Statements on Form 10-QSB for the
quarter ended June 30, 1996, filed with the Commission;

       (4) The  Company's  Registration  Statement  on Form 8-A  filed  with the
Commission on April 12, 1996; and

       (5) Information as to options which will be included in the future either
in the  Company's  proxy  statements,  annual  reports  or  appendices  to  this
Prospectus.

       All documents  filed by the Company  pursuant to Sections 13, 14 or 15(d)
of the  Securities  Exchange  Act of 1934 after the date hereof and prior to the
termination  of the offering of the shares of Common Stock shall be deemed to be
incorporated by reference in this Registration Statement herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

       Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

       The Certificate of Incorporation of the Company requires  indemnification
of  directors,  officers and  employees to the fullest  extent  permitted by New
Jersey law.  New Jersey law  provides  that any  corporation  organized  for any
purpose under any general or special law of New Jersey shall have the

                                      II-1
power to indemnify a director,  officer,  employee or agent ("corporate  agent")
against his or her expenses and  liabilities  in connection  with any proceeding
involving  such  person by reason of his or her being or having been a corporate
agent,  other than a proceeding  by or in the right of the  corporation,  if (i)
such corporate  agent acted in good faith and in the manner he or she reasonably
believed to be in or not opposed to the best interests of the  corporation;  and
(ii) with  respect to any  criminal  proceeding,  such person had no  reasonable
cause to  believe  his or her  conduct  was  unlawful.  The  termination  of any
proceeding  by judgment,  order,  settlement,  conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
person did not meet the  applicable  standards  of conduct  set forth in (i) and
(ii) above (NJBCA 14A:3-5 (2)).

       Further,  any corporation  organized for any purpose under any general or
special law of New Jersey  would have the power to  indemnify a corporate  agent
against his or her expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor which involves such person
by reason for the person  being or having been a corporate  agent,  if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to  the  best  interests  of the  corporation.  However,  in  such
proceeding,  no indemnification shall be provided for any claim, issue or matter
as to  which  such  person  shall  have  been  adjudged  to  be  liable  to  the
corporation,  unless and only to the extent that the Superior Court or the court
in which such  proceeding  was brought shall  determine  upon  application  that
despite the adjudication of liability,  but in view of all  circumstances of the
case,  such  person is fairly and  reasonably  entitled  to  indemnity  for such
expenses as the  Superior  Court or such other  court  shall deem proper  (NJBCA
14A:3-5 (3)).

       Any  corporation  organized  for any purpose under any general or special
law of New Jersey  must  indemnify  a corporate  agent  against  expenses to the
extent that such corporate  agent has been successful on the merits or otherwise
in any proceeding  (referred to above) or in the defense of any claim,  issue or
matter therein (NJBCA 14A:3-5 (4)).

       In general,  any  indemnification  may be made by the corporation only as
authorized  in a specific  case upon a  determination  that  indemnification  is
proper in the  circumstances  because  the  corporate  agent met the  applicable
standard of conduct as provided by  statute.  Unless  otherwise  provided in the
Certificate  or  bylaws,  such  determination  shall be made (i) by the board of
directors  or a  committee  thereof,  acting  by a  majority  vote  of a  quorum
consisting  of directors  who were not parties to or  otherwise  involved in the
proceeding;  or (ii) if such a quorum is not obtainable,  or, even if obtainable
and such quorum of the board of directors or committee by a majority vote of the
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  such counsel to be designated  by the board of directors;  or (iii) by
the  shareholders if the certificate of  incorporation or bylaws or a resolution
of the board of directors or of the shareholders so directs (NJBCA 14A:3-5(5)).

       The New Jersey  statute  further  provides  that  expenses  incurred by a
corporate  agent in connection  with a proceeding may be paid by the corporation
in advance of the final disposition of the proceeding as authorized by the board
of directors  upon receipt of an  undertaking  by or on behalf of the  corporate
agent to repay such amount if it is ultimately  determined that he or she is not
entitled to be indemnified as provided by statute (NJBCA 14A:3-5(6)).

       The  indemnification  and  advancement  of  expenses  provided by the New
Jersey  statute  do not  exclude  any other  rights,  including  the right to be
indemnified  against  liabilities and expenses  incurred in proceedings by or in
the right of the  corporation,  to which a corporate agent may be entitled under
the certificate of incorporation,  bylaws, agreement,  vote of shareholders,  or
otherwise; provided that no

                                      II-2
indemnification shall be made to or on behalf of a corporate agent if a judgment
or other final adjudication  adverse to the corporate agent establishes that his
acts or omissions  (i) were in breach of his duty of loyalty to the  corporation
or its shareholders, (ii) were not in good faith or involved a knowing violation
of law,  or (iii)  resulted  in receipt by the  corporate  agent of an  improper
personal benefit (NJBCA 14A:3-5(8)). The New Jersey statute allows a corporation
to obtain insurance on behalf of a corporate agent against any expenses incurred
in any proceeding and any liabilities  asserted  against him or her by reason of
his or her being or having been a director,  officer, employee or agent, whether
or not the corporation would have the power to indemnify him or her against such
expenses and  liabilities  under the provisions of the New Jersey statute (NJBCA
14A:3-5(9)). No indemnification can be made, however, if it is inconsistent with
the  certificate  of  incorporation,  bylaws,  a  resolution  of  the  board  or
shareholders,  or an agreement or other proper corporate action in effect at the
time of the accrual of the  alleged  cause of action  asserted  in a  proceeding
(NJBCA 14A:3-5(11)).

       New Jersey law also allows for the  limitation  of liability of directors
and officers.  NJBCA  14A:2-7(3).  The Certificate of Incorporation  provides in
accordance with New Jersey law that a director or officer will not be personally
liable to the  Company or its  stockholders  for  damages for breach of any duty
owed to the Company or its  stockholders  provided  that,  this provision in the
Certificate  of  Incorporation  will not  relieve a  director  or  officer  from
liability  for any breach of duty based upon an act or omission (i) in breach of
the director's or officer's duty of loyalty to the Company or the  stockholders,
(ii) not in good faith or knowing  violation  of the law, or (iii)  resulting in
receipt by such person of an improper personal benefit.

       The registrant  believes that these provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten by Continental  Casualty Co. with a $2.0 million aggregate limit of
liability and an aggregate  deductible  of  $25,000.00  per loss both for claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unforceable.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

       Not applicable.

Item 8.  Exhibits
-----------------

       For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

                                      II-3
Item 9.  Undertakings
---------------------

       (a)  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;

            (i)   To include any prospectus required by Section 10(a)(3) of  the
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

       (c) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the

                                      II-4
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

       (d)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 Act and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

       Pursuant to the  requirements  of the  Securities  Act of 1933,  Westwood
Financial  Corporation  certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned  thereunto duly authorized,  in the State of New Jersey,  on the
11th day of October 1996.

                             Westwood Financial Corporation

                             By:   /s/William J. Woods
                                   ---------------------------------------------
                                   William J. Woods
                                   President and Chief Executive Officer
                                   (Duly Authorized Representative)

                                POWER OF ATTORNEY

       We,  the  undersigned   directors  and  officers  of  Westwood  Financial
Corporation,  do hereby  severally  constitute and appoint  William J. Woods our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated below which said William J.
Woods may deem necessary or advisable to enable Westwood  Financial  Corporation
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and  authority  to  sign  for us or any of 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 ratify and confirm all that
said William J. Woods shall do or cause to be done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following person on October
11, 1996 in the capacities indicated.
/s/William J. Woods                       /s/George E. Niemczyk
-------------------------------------     --------------------------------------------
William J. Woods                          George E. Niemczyk
President, Chief Executive Officer        Vice President and Controller
  and Chairman of the Board               (Principal Financial and Accounting Officer)
(Principal Executive Officer)

/s/William J. Durgin                      /s/John M. Caruso
-------------------------------------     --------------------------------------------
William J. Durgin                         John  M. Caruso
Director                                  Director

/s/Joanne Miller                          /s/Paul F. Becker
-------------------------------------     --------------------------------------------
Joanne Miller                             Paul F. Becker
Executive Vice President and Director     Director

/s/Sidney J. Hagan
-------------------------------------   
Sidney J. Hagan
Director
INDEX TO EXHIBITS

Exhibit Description                                                           

 4.1  Westwood Financial Corporation
      1993 Stock Option Plan -- Plan A

 4.2  Westwood Financial Corporation
      1993 Stock Option Plan -- Plan B

 4.3  Form of Stock Option Agreement to be entered into
      with Optionees with respect to Incentive Stock Options

 4.4  Form of Stock Option Agreement to be entered into
      with Optionees with respect to Non-Incentive Stock
      Options

 5.1  Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
      validity of the Common Stock being registered

 23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
      in their opinion filed as Exhibit 5.1)

 23.2 Consents of Independent Accountants - RD Hunter & Company LLP

 24   Reference is made to the Signatures section of this
      Registration Statement for the Power of Attorney
      contained therein