<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on August 15, 1996.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

         WESTWOOD HOMESTEAD FINANCIAL CORPORATION
- ---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

            Indiana                             33-1463057
- ---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                       3002 Harrison Avenue
                    Cincinnati, Ohio 45211-5789
                         513-661-5735
- -----------------------------------------------------------------
              (Address of Principal Executive Offices)

                 The Westwood Homestead Savings Bank 
                  401k Salary Savings Plan and Trust
- -----------------------------------------------------------------
                    (Full Title of the Plan)

                      J. Mark Poerio, Esquire
                     Cynthia R. Cross, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
- -----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
- ------------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
======================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of each                       Proposed Maximum  Proposed Maximum    Amount of
class of Securities   Amount to be   Offering Price   Aggregate Offering Registration
to be registered(1)  registered(2)    Per Share(3)       Price(4)            Fee
- --------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     24,824          $10.00           $248,240           $100.00
=====================================================================================
</TABLE>
(1)     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to The
Westwood Homestead Savings Bank 401k Salary Savings Plan and Trust
(the "Plan"), as described herein.
(2)     Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employer and employee
contributions to the Plan are used to purchase shares of Common
Stock of Westwood Homestead Financial Corporation in the conversion
of The Westwood Homestead Savings Bank from mutual to stock form
("Conversion"), together with an indeterminate number of shares
which may be necessary to adjust the number of additional shares of
Common Stock reserved for issuance pursuant to the Plan and being
registered herein, as the result of a stock split, stock dividend,
reclassification, recapitalization or similar adjustment(s) of the
Common Stock of Westwood Homestead Financial Corporation.
(3)     Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
maximum subscription price of $10.00 per share of the Common Stock
of Westwood Homestead Financial Corporation, as currently offered
in the Conversion.
(4)      Estimated based on (2) and (3) above.

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.<PAGE>
<PAGE>
                             PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*
- --------------------------

Item 2.  Registrant Information and Employee Plan Annual
         Information*
- ---------------------------------------------------------

     *This Registration Statement relates to the registration of
24,824 shares of Common Stock, $.01 par value per share, of
Westwood Homestead Financial Corporation (the "Company") reserved
for issuance and delivery under The Westwood Homestead Savings Bank
401k Salary Savings Plan and Trust (the "Plan").  Documents
containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule
428.


                          PART II 

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Company became subject to the informational requirements
of the Securities Exchange Act of 1934 (the "1934 Act") on August
9, 1996 and, accordingly, will be filing periodic reports and other
information with the Commission.  Reports, proxy statements and
other information concerning the Company filed with the Commission
may be inspected and copies may be obtained (at prescribed rates)
at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.

     The following document filed by the Company is incorporated in
this Registration Statement by reference: the Prospectus for the
Common Stock, included in the Company's Registration Statement
(Commission File No. 333-2298)

     ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND PRIOR TO THE FILING
OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES
OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN
THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
- ----------------------------------

        The information required by Item 202 of Regulation S-K is
set forth in the description of the Common Stock included in the
Prospectus for the Common Stock (dated August 15, 1996), as
incorporated by reference under Item 3 hereof, such description
being incorporated by reference herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
- -----------------------------------------------

        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     The following is a summary of the general effect of the
indemnification provisions of the Company's Articles of
Incorporation and of the indemnification provided for under Indiana
law.  All statements made herein, which are only intended to
summarize the above-referenced provisions, are qualified in their
entirety by reference to the Company's Articles of Incorporation
and the Indiana Business Corporation Law.

<PAGE>
<PAGE>
     ARTICLES OF INCORPORATION.  Article XVIII of the Company's
Articles of Incorporation provides for indemnification of the
Company's directors and officers.  In the case of a threatened,
pending or completed action or suit by or in the name of the
Company, the Company shall indemnify a director or officer for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if the director or
officer:  (i) is successful on the merits or otherwise; or (ii)
acted in good faith in the transaction which is the subject of the
suit or action, and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Company.  However, no
indemnification shall be made in respect of any claim, issue or
matter as to which such person has been adjudged liable to the
Company, unless the court in which the action is brought determines
that indemnification is proper.  

     In the case of a threatened, pending or completed action or
proceeding (whether criminal, administrative or investigative)
other than a suit by or in the right of the Company (a
"nonderivative suit"), against an officer or director, the Company
shall indemnify the director or officer for amounts reasonably
incurred by him in connection with the defense or settlement of the
nonderivative suit if the director or officer:  (i) is successful
on the merits or otherwise; or (ii) acted in good faith in the
transaction which is the subject of the nonderivative suit and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  

     INDIANA BUSINESS CORPORATION LAW.  A corporation may, under
Indiana law, indemnify a director or officer made a party to a
proceeding because such person was a director or officer of the
corporation if:  (i) the individual's conduct was in good faith;
and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation,
that the individual's conduct was in the corporation's best
interests, and (B) in all other cases, that the individual's
conduct was at least not opposed to the corporation's best
interests.  An Indiana corporation may also indemnify an officer or
director in a criminal proceeding if the individual:  (i) had
reasonable cause to believe that his conduct was lawful; or (ii)
had no reasonable cause to believe that his conduct was unlawful. 

     An Indiana corporation must, unless limited by its articles of
incorporation, indemnify any director or officer who was wholly
successful, on the merits or otherwise, in the defense of a
proceeding to which the individual was a party because the
individual was a director or officer of the corporation, against
reasonable expenses incurred by the director or officer in
connection with the proceeding.  Unless limited by the
corporation's articles of incorporation, an officer or director may
apply to the court conducting the proceeding or another court of
competent jurisdiction for indemnification.  The court may order
indemnification if it determines:  (i) the director or officer is
entitled to mandatory indemnification under Indiana law; or (ii)
the officer or director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not such director or officer met the standard of conduct set
forth for mandatory indemnification under Indiana law.  The
Company's Articles of Incorporation do not contain any limitations
on the ability of the Company to indemnify its directors and
officers under Indiana law.

     DIRECTOR AND OFFICER LIABILITY INSURANCE.  The Company has
purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection
with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended,
and provides for payment to the Company of costs incurred by it in
indemnifying its directors and officers.

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.
<PAGE>
<PAGE>
Item 9.  Undertakings
- ---------------------

     1.     The undersigned Registrant hereby undertakes:

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

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1933, to treat each such post-effective
amendment as 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)  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.

     2.     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 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.

     3.     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 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 are 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.

     4.     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 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 Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>
                           SIGNATURES
                           ----------

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the
City of Cincinnati, State of Ohio, on August 12, 1996.

                           WESTWOOD HOMESTEAD FINANCIAL CORPORATION



                           By: /s/ Michael P. Brennan
                               _________________________________
                               Michael P. Brennan
                               President and Chief Executive
                                   Officer
                               (Duly Authorized Representative)

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

<TABLE>
<CAPTION>
 Signatures                      Title                        Date
- -----------                      -----                        -----
<S>                           <C>                            <C>
/s/ Michael P. Brennan        President, Chief Executive     August 12, 1996
- ----------------------        Officer and Director
Michael P. Brennan            (Principal Executive Officer)

/s/ John E. Essen             Chief Financial Officer         August 12, 1996
- ---------------------         and Treasurer
John E. Essen                 (Principal Financial
                              and Accounting Officer)

/s/ Carl H. Heimerdinger      Chairman of the Board        August 12, 1996
- -----------------------
Carl H. Heimerdinger

/s/ John B. Bennet, Sr.       Vice Chairman of the Board     August 12, 1996
- ------------------------
John B. Bennet, Sr.

/s/ Robert H. Bockhorst       Director                       August 12, 1996
- ------------------------
Robert H. Bockhorst

/s/ Raymond J. Brinkman       Director                       August 12, 1996
- ------------------------
Raymond J. Brinkman

/s/ Roger M. Higley           Director                       August 12, 1996
- -------------------------
Roger M. Higley

/s/ Mary Ann Jacobs           Director                       August 12, 1996
- -------------------------
Mary Ann Jacobs

/s/ James D. Kemp             Director                       August 12, 1996
- -------------------------
James D. Kemp
/TABLE
<PAGE>
<PAGE>
     Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustees of The Westwood Homestead Savings Bank
Salary Savings Plan and Trust has duly caused this registration
statement to be signed in the City of Cincinnati, State of Ohio, on
August 15, 1996.



                              /s/ Jack C. Kerber
                              ----------------------------
                              Jack C. Kerber


                              /s/ Betty P. Easter
                              -----------------------------
                              Betty P. Easter


                              /s/ Kenneth Elshoff
                              ------------------------------
                              Kenneth Elshoff

                              As Trustees of the Westwood Homestead
                              Savings Plan and Trust

<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
<TABLE>
<CAPTION>


Exhibit                       Description          
- -------                       -----------         
<S>               <C>                                             
 <C>
4.1               The Westwood Homestead Savings Bank Salary 
                  Savings Plan and Trust, including Amendments

4.2              Summary Plan Description of the Plan

5.1              Opinion of Housley Kantarian & Bronstein, P.C.
                 as to the legality of the Common Stock being 
                 registered 

5.2              Opinion Letter from the Internal Revenue 
                 Service Dated September 5, 1992, regarding 
                 the tax-qualification of the Plan documents

23.1            Consent of Housley Kantarian & Bronstein, P.C. 
                (appears in their opinion filed as Exhibit 5.1)

23.2            Consent of Independent Certified Public Accountants

24              Power of Attorney (contained in the signature page
to
                the Pre-Effective Amendment No. 1 to Form S-1
Registration
                Statement as filed with the Commission on June 26,
1996)
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20398}]
{"company-data": {"conformed-name": "WESTWOOD HOMESTEAD FINANCIAL CORP", "cik": "0001010550", "assigned-sic": "6036", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10265", "film-number": "96616590"}, "business-address": {"street1": "3002 HARRISON AVE", "city": "CINCINNATI", "state": "OH", "zip": "40602"}, "mail-address": {"street2": "3002 HARRISON AVE", "city": "CINCINNATI", "state": "OH", "zip": "45211"}}
As filed with the Securities and Exchange Commission 
                        on August 15, 1996.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

         WESTWOOD HOMESTEAD FINANCIAL CORPORATION
- ---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

            Indiana                             33-1463057
- ---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                       3002 Harrison Avenue
                    Cincinnati, Ohio 45211-5789
                         513-661-5735
- -----------------------------------------------------------------
              (Address of Principal Executive Offices)

                 The Westwood Homestead Savings Bank 
                  401k Salary Savings Plan and Trust
- -----------------------------------------------------------------
                    (Full Title of the Plan)

                      J. Mark Poerio, Esquire
                     Cynthia R. Cross, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
- -----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
- ------------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================
Title of each                       Proposed Maximum  Proposed Maximum    Amount of
class of Securities   Amount to be   Offering Price   Aggregate Offering Registration
to be registered(1)  registered(2)    Per Share(3)       Price(4)            Fee
- --------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     24,824          $10.00           $248,240           $100.00
=====================================================================================
(1)     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to The
Westwood Homestead Savings Bank 401k Salary Savings Plan and Trust
(the "Plan"), as described herein.
(2)     Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employer and employee
contributions to the Plan are used to purchase shares of Common
Stock of Westwood Homestead Financial Corporation in the conversion
of The Westwood Homestead Savings Bank from mutual to stock form
("Conversion"), together with an indeterminate number of shares
which may be necessary to adjust the number of additional shares of
Common Stock reserved for issuance pursuant to the Plan and being
registered herein, as the result of a stock split, stock dividend,
reclassification, recapitalization or similar adjustment(s) of the
Common Stock of Westwood Homestead Financial Corporation.
(3)     Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
maximum subscription price of $10.00 per share of the Common Stock
of Westwood Homestead Financial Corporation, as currently offered
in the Conversion.
(4)      Estimated based on (2) and (3) above.

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*
- --------------------------

Item 2.  Registrant Information and Employee Plan Annual
         Information*
- ---------------------------------------------------------

     *This Registration Statement relates to the registration of
24,824 shares of Common Stock, $.01 par value per share, of
Westwood Homestead Financial Corporation (the "Company") reserved
for issuance and delivery under The Westwood Homestead Savings Bank
401k Salary Savings Plan and Trust (the "Plan").  Documents
containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule
428.

                          PART II 

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Company became subject to the informational requirements
of the Securities Exchange Act of 1934 (the "1934 Act") on August
9, 1996 and, accordingly, will be filing periodic reports and other
information with the Commission.  Reports, proxy statements and
other information concerning the Company filed with the Commission
may be inspected and copies may be obtained (at prescribed rates)
at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.

     The following document filed by the Company is incorporated in
this Registration Statement by reference: the Prospectus for the
Common Stock, included in the Company's Registration Statement
(Commission File No. 333-2298)

     ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND PRIOR TO THE FILING
OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES
OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN
THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
- ----------------------------------

        The information required by Item 202 of Regulation S-K is
set forth in the description of the Common Stock included in the
Prospectus for the Common Stock (dated August 15, 1996), as
incorporated by reference under Item 3 hereof, such description
being incorporated by reference herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
- -----------------------------------------------

        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     The following is a summary of the general effect of the
indemnification provisions of the Company's Articles of
Incorporation and of the indemnification provided for under Indiana
law.  All statements made herein, which are only intended to
summarize the above-referenced provisions, are qualified in their
entirety by reference to the Company's Articles of Incorporation
and the Indiana Business Corporation Law.
ARTICLES OF INCORPORATION.  Article XVIII of the Company's
Articles of Incorporation provides for indemnification of the
Company's directors and officers.  In the case of a threatened,
pending or completed action or suit by or in the name of the
Company, the Company shall indemnify a director or officer for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if the director or
officer:  (i) is successful on the merits or otherwise; or (ii)
acted in good faith in the transaction which is the subject of the
suit or action, and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Company.  However, no
indemnification shall be made in respect of any claim, issue or
matter as to which such person has been adjudged liable to the
Company, unless the court in which the action is brought determines
that indemnification is proper.  

     In the case of a threatened, pending or completed action or
proceeding (whether criminal, administrative or investigative)
other than a suit by or in the right of the Company (a
"nonderivative suit"), against an officer or director, the Company
shall indemnify the director or officer for amounts reasonably
incurred by him in connection with the defense or settlement of the
nonderivative suit if the director or officer:  (i) is successful
on the merits or otherwise; or (ii) acted in good faith in the
transaction which is the subject of the nonderivative suit and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  

     INDIANA BUSINESS CORPORATION LAW.  A corporation may, under
Indiana law, indemnify a director or officer made a party to a
proceeding because such person was a director or officer of the
corporation if:  (i) the individual's conduct was in good faith;
and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation,
that the individual's conduct was in the corporation's best
interests, and (B) in all other cases, that the individual's
conduct was at least not opposed to the corporation's best
interests.  An Indiana corporation may also indemnify an officer or
director in a criminal proceeding if the individual:  (i) had
reasonable cause to believe that his conduct was lawful; or (ii)
had no reasonable cause to believe that his conduct was unlawful. 

     An Indiana corporation must, unless limited by its articles of
incorporation, indemnify any director or officer who was wholly
successful, on the merits or otherwise, in the defense of a
proceeding to which the individual was a party because the
individual was a director or officer of the corporation, against
reasonable expenses incurred by the director or officer in
connection with the proceeding.  Unless limited by the
corporation's articles of incorporation, an officer or director may
apply to the court conducting the proceeding or another court of
competent jurisdiction for indemnification.  The court may order
indemnification if it determines:  (i) the director or officer is
entitled to mandatory indemnification under Indiana law; or (ii)
the officer or director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not such director or officer met the standard of conduct set
forth for mandatory indemnification under Indiana law.  The
Company's Articles of Incorporation do not contain any limitations
on the ability of the Company to indemnify its directors and
officers under Indiana law.

     DIRECTOR AND OFFICER LIABILITY INSURANCE.  The Company has
purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection
with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended,
and provides for payment to the Company of costs incurred by it in
indemnifying its directors and officers.

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

     1.     The undersigned Registrant hereby undertakes:

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

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1933, to treat each such post-effective
amendment as 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)  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.

     2.     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 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.

     3.     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 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 are 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.

     4.     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 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
                           ----------

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the
City of Cincinnati, State of Ohio, on August 12, 1996.

                           WESTWOOD HOMESTEAD FINANCIAL CORPORATION

                           By: /s/ Michael P. Brennan
                               _________________________________
                               Michael P. Brennan
                               President and Chief Executive
                                   Officer
                               (Duly Authorized Representative)

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures                      Title                        Date
- -----------                      -----                        -----
/s/ Michael P. Brennan        President, Chief Executive     August 12, 1996
- ----------------------        Officer and Director
Michael P. Brennan            (Principal Executive Officer)

/s/ John E. Essen             Chief Financial Officer         August 12, 1996
- ---------------------         and Treasurer
John E. Essen                 (Principal Financial
                              and Accounting Officer)

/s/ Carl H. Heimerdinger      Chairman of the Board        August 12, 1996
- -----------------------
Carl H. Heimerdinger

/s/ John B. Bennet, Sr.       Vice Chairman of the Board     August 12, 1996
- ------------------------
John B. Bennet, Sr.

/s/ Robert H. Bockhorst       Director                       August 12, 1996
- ------------------------
Robert H. Bockhorst

/s/ Raymond J. Brinkman       Director                       August 12, 1996
- ------------------------
Raymond J. Brinkman

/s/ Roger M. Higley           Director                       August 12, 1996
- -------------------------
Roger M. Higley

/s/ Mary Ann Jacobs           Director                       August 12, 1996
- -------------------------
Mary Ann Jacobs

/s/ James D. Kemp             Director                       August 12, 1996
- -------------------------
James D. Kemp
/TABLE
Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustees of The Westwood Homestead Savings Bank
Salary Savings Plan and Trust has duly caused this registration
statement to be signed in the City of Cincinnati, State of Ohio, on
August 15, 1996.

                              /s/ Jack C. Kerber
                              ----------------------------
                              Jack C. Kerber

                              /s/ Betty P. Easter
                              -----------------------------
                              Betty P. Easter

                              /s/ Kenneth Elshoff
                              ------------------------------
                              Kenneth Elshoff

                              As Trustees of the Westwood Homestead
                              Savings Plan and Trust
INDEX TO EXHIBITS
Exhibit                       Description          
- -------                       -----------
4.1               The Westwood Homestead Savings Bank Salary 
                  Savings Plan and Trust, including Amendments

4.2              Summary Plan Description of the Plan

5.1              Opinion of Housley Kantarian & Bronstein, P.C.
                 as to the legality of the Common Stock being 
                 registered 

5.2              Opinion Letter from the Internal Revenue 
                 Service Dated September 5, 1992, regarding 
                 the tax-qualification of the Plan documents

23.1            Consent of Housley Kantarian & Bronstein, P.C. 
                (appears in their opinion filed as Exhibit 5.1)

23.2            Consent of Independent Certified Public Accountants

24              Power of Attorney (contained in the signature page
to
                the Pre-Effective Amendment No. 1 to Form S-1
Registration
                Statement as filed with the Commission on June 26,
1996)