<PAGE>
<PAGE>

    As filed with the Securities and Exchange Commission on
                     September 29, 1997
                                      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                    31-1463057
             -------                 ----------------
(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)

             Westwood Homestead Financial Corporation
                     1997 Stock Option Plan
             Westwood Homestead Financial Corporation 
                   Management Recognition Plan
             ----------------------------------------
                    (Full Title of the plans)

                                             with copies to:
Michael P. Brennan, President         Cynthia R. Cross, Esq.
Westwood Homestead Financial          Daniel L. Hogans, Esq.
  Corporation                         Housley Kantarian &
3002 Harrison Avenue                    Bronstein, P.C.
Cincinnati, Ohio 45211-5789           1220 19th Street N.W.,
------------------------------        Suite 700
(Name and Address of Agent            Washington, D.C. 20036 
For Service)                                         
Washington, D.C.  20036

                          (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                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered(1)    registered(2)     Per Share(3)       Price(4)            Fee
------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     398,072         (3)              $6,636,357.01    $2,011.02
====================================================================================
<FN>
(1) Maximum number of shares issuable under Westwood Homestead
Financial Corporation Management Recognition Plan (113,735
shares) and Westwood Homestead Financial Corporation 1997 Stock
Option Plan (284,337 shares), as such amounts may be increased in
accordance with said plans in the event of a merger,
consolidation, recapitalization or similar event involving the
Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
inter alia, based upon the price at which the options may be
exercised.  398,072 shares are being registered hereby, of which
190,410 are under option at a weighted average exercise price of
$17.0625 per share ($3,248,870.63 in the aggregate).  The
remainder of such shares, which are not presently subject to
option (207,662 shares), are being registered based upon the
average of the high and low selling price of the common stock of
the Registrant as reported on the National Association of
Securities Dealers Automated Quotation, National Market ("NNM")
on September 25, 1997 of $16.3125 per share ($3,387,486.38 in the
aggregate).  Therefore, the total amount of the offering being
registered herein is $6,636,357.01.<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*

    *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Westwood Homestead Financial Corporation Management
Recognition Plan and Westwood Homestead Financial Corporation
1997 Stock Option Plan (together, the "Plans") in accordance with
Rule 428(b)(1).  In accordance with Note to Part I of Form S-
8, 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.


                             PART II 

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-------

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

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Commission on
March 28, 1997 (Commission File No. 0-21385).

    (b)  The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, as filed with the Commission on May
13, 1997 (Commission File No. 0-21385).

    (c)  The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1997, as filed with the Commission on
August 1, 1997 (Commission File No. 0-21385).

    (d)  The description of the Company's securities as contained
in the Company's Form 8-A, as filed with the Commission on
September 17, 1996 (Commission File No. 0-21385).

    ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A
POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK
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
-------

       Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

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

       Not Applicable.
<PAGE>
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.

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 --

              (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

<PAGE>
<PAGE>

        in the aggregate, represent a fundamental change in the
        information set forth in the registration statement. 
        Notwithstanding the foregoing, any increase or decrease
        in volume of securities offered (if the total dollar
        value of securities offered would not exceed that which
        was registered) and any deviation from the low or high
        and of the estimated maximum offering range may be
        reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than 20
        percent change in the maximum aggregate offering price
        set forth in the "Calculation of Registration Fee" table
        in the effective 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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, 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.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (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.

         (d)  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.

    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
September 29, 1997.

                       WESTWOOD HOMESTEAD FINANCIAL CORPORATION


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

                        POWER OF ATTORNEY

     We, the undersigned Directors of Westwood Homestead
Financial Corporation, hereby severally constitute and appoint
Michael P. Brennan, with full power of substitution, our true and
lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Michael P. Brennan
may deem necessary or advisable to enable Westwood Homestead
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 of Westwood Homestead Financial Corporation's common
stock including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated
below, the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Michael P. Brennan shall do or
cause to be done by virtue thereof. 

     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>
<TABLE>
<CAPTION>
Signatures                    Title                   Date
----------                    -----                   -----
<S>                            <C>                     <C>

/s/ Michael P. Brennan     President, Chief   September 29, 1997
----------------------     Executive Officer
Michael P. Brennan         And Director
                           (Principal Executive
                           Officer)

/s/ John E. Essen          Chief Financial    September 29, 1997
-----------------------    Officer and Treasurer
John E. Essen              (Principal Financial
                           and Accounting Officer)

/s/ Carl H. Heimerdinger   Chairman of the    September 29, 1997
------------------------   Board
Carl H. Heimerdinger

/s/ John B. Bennet, Sr.    Vice Chairman of   September 29, 1997
------------------------   the Board
John B. Bennet, Sr.

/s/ Robert H. Bockhorst    Director           September 29, 1997
------------------------
Robert H. Bockhorst
/TABLE
<PAGE>
<PAGE>
SIGNATURES
Page 2

<TABLE>
<CAPTION>
Signatures                  Title                      Date
----------                  -----                      ----
<S>                          <C>                       <C>

                             Director               ______, 1997
------------------------
Raymond J. Brinkman

/s/ Roger M. Higley          Director          September 29, 1997
-----------------------
Roger M. Higley

/s/ Mary Ann Jacobs          Director          September 29, 1997
-----------------------
Mary Ann Jacobs

/s/ James D. Kemp            Director          September 29, 1997
-----------------------
James D. Kemp

/TABLE
<PAGE>
<PAGE>

                        INDEX TO EXHIBITS


Exhibit   Description
-------   -----------

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

23.1      Consent of Housley Kantarian & Bronstein, P.C. (appears
          in their opinion filed as Exhibit 5)

23.2      Consent of Independent Certified Public Accountants

24        Power of Attorney (contained in the signature page to
          this registration statement)

99.1      Westwood Homestead Financial Corporation Management
          Recognition Plan and associated trust agreement

99.2      Westwood Homestead Financial Corporation 1997 Stock
          Option Plan

99.3      Form of Stock Option Agreement to be entered  into with
          Optionees with respect to Incentive Stock Options
          granted under the Westwood Homestead Financial
          Corporation 1997 Stock Option Plan

99.4      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Non-Incentive Stock Options
          granted under the Westwood Homestead Financial
          Corporation 1997 Stock Option Plan

99.5      Form of Agreement to be entered into with Optionees
          with respect to Stock Appreciation Rights granted under
          the Westwood Homestead Financial Corporation 1997 Stock
          Option Plan

99.6      Notice of Management Recognition Plan Award

99.7      Memorandum concerning taxation of Management
          Recognition Plan Awards, and associated election form
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22232}]
{"company-data": {"conformed-name": "WESTWOOD HOMESTEAD FINANCIAL CORP", "cik": "0001010550", "assigned-sic": "6036", "irs-number": "311463057", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36687", "film-number": "97688046"}, "business-address": {"street1": "3002 HARRISON AVE", "city": "CINCINNATI", "state": "OH", "zip": "40602", "phone": "5136615735"}, "mail-address": {"street1": "WESTWOOD HOMESTEAD AVE", "street2": "3002 HARRISON AVE", "city": "CINCINNATI", "state": "OH", "zip": "45211"}}
As filed with the Securities and Exchange Commission on
                     September 29, 1997
                                      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                    31-1463057
             -------                 ----------------
(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)

             Westwood Homestead Financial Corporation
                     1997 Stock Option Plan
             Westwood Homestead Financial Corporation 
                   Management Recognition Plan
             ----------------------------------------
                    (Full Title of the plans)

                                             with copies to:
Michael P. Brennan, President         Cynthia R. Cross, Esq.
Westwood Homestead Financial          Daniel L. Hogans, Esq.
  Corporation                         Housley Kantarian &
3002 Harrison Avenue                    Bronstein, P.C.
Cincinnati, Ohio 45211-5789           1220 19th Street N.W.,
------------------------------        Suite 700
(Name and Address of Agent            Washington, D.C. 20036 
For Service)                                         
Washington, D.C.  20036

                          (202) 822-9611
                      ----------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered(1)    registered(2)     Per Share(3)       Price(4)            Fee
------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     398,072         (3)              $6,636,357.01    $2,011.02
====================================================================================
(1) Maximum number of shares issuable under Westwood Homestead
Financial Corporation Management Recognition Plan (113,735
shares) and Westwood Homestead Financial Corporation 1997 Stock
Option Plan (284,337 shares), as such amounts may be increased in
accordance with said plans in the event of a merger,
consolidation, recapitalization or similar event involving the
Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
inter alia, based upon the price at which the options may be
exercised.  398,072 shares are being registered hereby, of which
190,410 are under option at a weighted average exercise price of
$17.0625 per share ($3,248,870.63 in the aggregate).  The
remainder of such shares, which are not presently subject to
option (207,662 shares), are being registered based upon the
average of the high and low selling price of the common stock of
the Registrant as reported on the National Association of
Securities Dealers Automated Quotation, National Market ("NNM")
on September 25, 1997 of $16.3125 per share ($3,387,486.38 in the
aggregate).  Therefore, the total amount of the offering being
registered herein is $6,636,357.01.
PART I

               INFORMATION REQUIRED IN THE SECTION
                         10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
-------  ----------------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
-------  INFORMATION*

    *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Westwood Homestead Financial Corporation Management
Recognition Plan and Westwood Homestead Financial Corporation
1997 Stock Option Plan (together, the "Plans") in accordance with
Rule 428(b)(1).  In accordance with Note to Part I of Form S-
8, 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.

                             PART II 

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-------

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

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Commission on
March 28, 1997 (Commission File No. 0-21385).

    (b)  The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, as filed with the Commission on May
13, 1997 (Commission File No. 0-21385).

    (c)  The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1997, as filed with the Commission on
August 1, 1997 (Commission File No. 0-21385).

    (d)  The description of the Company's securities as contained
in the Company's Form 8-A, as filed with the Commission on
September 17, 1996 (Commission File No. 0-21385).

    ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A
POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK
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
-------

       Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

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 --

              (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. 
        Notwithstanding the foregoing, any increase or decrease
        in volume of securities offered (if the total dollar
        value of securities offered would not exceed that which
        was registered) and any deviation from the low or high
        and of the estimated maximum offering range may be
        reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than 20
        percent change in the maximum aggregate offering price
        set forth in the "Calculation of Registration Fee" table
        in the effective 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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, 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.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (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.

         (d)  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.

    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
September 29, 1997.

                       WESTWOOD HOMESTEAD FINANCIAL CORPORATION

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

                        POWER OF ATTORNEY

     We, the undersigned Directors of Westwood Homestead
Financial Corporation, hereby severally constitute and appoint
Michael P. Brennan, with full power of substitution, our true and
lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Michael P. Brennan
may deem necessary or advisable to enable Westwood Homestead
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 of Westwood Homestead Financial Corporation's common
stock including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated
below, the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Michael P. Brennan shall do or
cause to be done by virtue thereof. 

     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   September 29, 1997
----------------------     Executive Officer
Michael P. Brennan         And Director
                           (Principal Executive
                           Officer)

/s/ John E. Essen          Chief Financial    September 29, 1997
-----------------------    Officer and Treasurer
John E. Essen              (Principal Financial
                           and Accounting Officer)

/s/ Carl H. Heimerdinger   Chairman of the    September 29, 1997
------------------------   Board
Carl H. Heimerdinger

/s/ John B. Bennet, Sr.    Vice Chairman of   September 29, 1997
------------------------   the Board
John B. Bennet, Sr.

/s/ Robert H. Bockhorst    Director           September 29, 1997
------------------------
Robert H. Bockhorst
/TABLE
SIGNATURES
Page 2
Signatures                  Title                      Date
----------                  -----                      ----
Director               ______, 1997
------------------------
Raymond J. Brinkman

/s/ Roger M. Higley          Director          September 29, 1997
-----------------------
Roger M. Higley

/s/ Mary Ann Jacobs          Director          September 29, 1997
-----------------------
Mary Ann Jacobs

/s/ James D. Kemp            Director          September 29, 1997
-----------------------
James D. Kemp

/TABLE
INDEX TO EXHIBITS

Exhibit   Description
-------   -----------

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

23.1      Consent of Housley Kantarian & Bronstein, P.C. (appears
          in their opinion filed as Exhibit 5)

23.2      Consent of Independent Certified Public Accountants

24        Power of Attorney (contained in the signature page to
          this registration statement)

99.1      Westwood Homestead Financial Corporation Management
          Recognition Plan and associated trust agreement

99.2      Westwood Homestead Financial Corporation 1997 Stock
          Option Plan

99.3      Form of Stock Option Agreement to be entered  into with
          Optionees with respect to Incentive Stock Options
          granted under the Westwood Homestead Financial
          Corporation 1997 Stock Option Plan

99.4      Form of Stock Option Agreement to be entered into with
          Optionees with respect to Non-Incentive Stock Options
          granted under the Westwood Homestead Financial
          Corporation 1997 Stock Option Plan

99.5      Form of Agreement to be entered into with Optionees
          with respect to Stock Appreciation Rights granted under
          the Westwood Homestead Financial Corporation 1997 Stock
          Option Plan

99.6      Notice of Management Recognition Plan Award

99.7      Memorandum concerning taxation of Management
          Recognition Plan Awards, and associated election form