SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]   Annual report under Section 13 or 15(d) of the Securities  Exchange Act of
      1934 (No Fee required)

For the fiscal year ended March 31, 1997
                          --------------

|_|   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 (No fee required)

For the transition period from                 to
                               ----------------   ------------------

Commission File Number:  0-28200
                         -------

                         WESTWOOD FINANCIAL CORPORATION
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer 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)                   (Zip Code)

                                 (201) 666-5002
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  under Section 12(b) of the Exchange Act:      None 
Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No
                                                                      ---    ---

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

      State issuer's revenues for its most recent fiscal year.  $6,797,000

      The  registrant's  voting  stock is traded on the NASDAQ  SmallCap  Market
under the symbol "WWFC." The aggregate  market value of the voting stock held by
non-affiliates  of the  registrant,  based on the average bid and asked price of
the registrant's  Common Stock as reported by the NASDAQ SmallCap Market on June
16, 1997, was $11,018,013.

      As of June 15, 1997,  the  registrant  had 645,241  shares of Common Stock
outstanding.

      Transitional Small Business Disclosure Format (check one)
Yes        No   X
    ------   ------

                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Parts  I  and  II  --  Portions  of  the  registrant's  Annual  Report  to
      Stockholders for the fiscal year ended March 31, 1997.

2.    Part III -- Portions of the  registrant's  Proxy  Statement for the Annual
      Meeting of Stockholders for the fiscal year ended March 31, 1997.


<PAGE>
                                     PART I

Item 1.  Description of Business
--------------------------------

Business of the Company

      Westwood Financial Corporation (the "Company") is a New Jersey corporation
organized  on December 9, 1995,  at the  direction  of the Board of Directors of
Westwood  Savings  Bank  ("Westwood  Savings" or the "Bank") to  facilitate  the
conversion of Bergen North Financial, M.H.C. (the "Mutual Holding Company") from
the mutual to stock form of ownership and to acquire and hold all of the capital
stock of the Bank (collectively, the "Conversion and Reorganization").  Prior to
the  consummation  of the  Conversion  and  Reorganization,  the Mutual  Holding
Company was the majority  stockholder of the Bank and upon  consummation  of the
Conversion and  Reorganization,  the Mutual Holding  Company was merged with and
into the Bank. The Company  acquired the Bank as a wholly owned  subsidiary upon
the  consummation  of the  Conversion  and  Reorganization  on June 6, 1996.  In
connection  with the  Conversion  and  Reorganization,  the Company sold 385,255
shares of its  common  stock to the public in an initial  public  offering  (the
"Offering") and issued 261,488 shares in exchange for the outstanding  shares of
the Bank held by persons other than the Mutual Holding Company.

Business of the Bank

      Westwood  Savings is a New Jersey  chartered  stock  savings bank that was
formed as a result of the MHC  Reorganization  on December 9, 1993. The Bank was
founded in 1906 as The Westwood  Savings and Loan  Association of Westwood,  New
Jersey.  On February 23, 1993, the Bank  converted  from a New Jersey  chartered
mutual savings  association called Westwood Savings Bank, S.L.A. to a New Jersey
chartered  mutual savings bank, the accounts of which are insured by the SAIF of
the FDIC.  The Bank operates from its main office in Westwood,  New Jersey,  and
one branch office in Haworth, New Jersey, which was acquired from the RTC in May
1994.

Competition

      The Bank is one of the many financial institutions serving its market area
which  consists  of Bergen  County,  including  the  municipalities  of Emerson,
Hillsdale, River Vale, Washington Township,  Westwood, Closter, Harrington Park,
Haworth,  Dumont and Demarest.  The competition for deposit  products comes from
other  insured  financial   institutions   such  as  commercial  banks,   thrift
institutions, credit unions, and multi-state regional banks in the Bank's market
area.  Deposit  competition also includes a number of insurance products sold by
local agents and investment  products such as mutual funds and other  securities
sold by local and regional  brokers.  Loan  competition  varies  depending  upon
market  conditions and comes from other insured  financial  institutions such as
commercial  banks,  thrift  institutions,  credit unions,  multi-state  regional
banks, and mortgage bankers.

Lending Activities

      General.  The Bank's loan portfolio  predominantly  consists of fixed-rate
mortgage loans secured by one-to-four  family  residences and to a lesser extent
the Bank originates commercial loans secured by real estate and consumer loans.

      Analysis of Loan  Portfolio.  Set forth below is selected data relating to
the composition of the Bank's loans by type of loan on the dates indicated.


                                     -1-

<PAGE>


<TABLE>
<CAPTION>
                                                        At March 31,
                                     ------------------------------------------------
                                               1996                    1997
                                     ----------------------    ----------------------
                                         $             %          $              %
                                     ---------      -------    --------       -------
                                                    (Dollars in Thousands)
Real Estate Loans:
<S>                                  <C>            <C>        <C>            <C>   
  1-4 family residential .........   $ 31,457        90.62%    $ 36,831        90.73%
  Multi-family residential .......        439         1.26          436         1.07
  Commercial .....................      1,197         3.45          977         2.41
Consumer Loans:
  Savings account loans ..........        495         1.43          974         2.40
  Home improvement loans .........        835         2.40        1,068         2.63
  Automobile loans ...............        356         1.03          300         0.74
  Other loans ....................        270         0.78          306         0.75
                                     --------       ------     --------       ------ 
Total ............................     35,049       100.97       40,892       100.73
Less:
  Deferred loan origination
   fees and costs ................       (165)       (0.48)         (78)       (0.19)
  Allowance for loan losses              (169)       (0.49)        (218)       (0.54)
                                     --------       ------     --------       ------ 
Total loans, net .................   $ 34,715       100.00%    $ 40,596       100.00%
                                     ========       ======     ========       ====== 
</TABLE>


      One-to-Four  Family Mortgage  Loans.  The Bank offers first mortgage loans
secured by one-to-four  family  residences in the Bank's  primary  lending area.
Typically,  such  residences  are single  family homes that serve as the primary
residence of the owner.  The Bank currently offers 10, 15 and 20 year fixed-rate
mortgage  loans as well as balloon  mortgage  loans  with five to  fifteen  year
maturities.  The Bank may renew these loans at  prevailing  market  rates at its
option for the  remaining  amortization  term of the original  loan.  Renewal of
balloon  mortgage  loans is  based  on the  credit  history  as well as  current
qualification  of the  borrower  at time of  renewal.  The Bank  offers  balloon
mortgages in an effort to make its assets more interest rate sensitive. Interest
rates charged on fixed-rate  loans are  competitively  priced based on the local
market. The Bank also offers adjustable rate mortgage loans,  however,  to date,
adjustable rate mortgage loans have not been accepted by customers in the market
area resulting in few originations. Loan origination fees on loans are generally
0% to 2% of the loan amount depending on the market rate and customer demand.

      As part of the Bank's one-to-four family mortgage portfolio, the Bank also
originates home equity loans secured by  single-family  residences.  These loans
generally are  originated as fixed-rate  loans with terms of from 5 to 15 years.
These loans are made only on owner-occupied, single-family residences. The loans
are generally subject to a 75% combined loan-to-value limitation,  including any
other outstanding  mortgages or liens. Since August 1994, the Bank has offered a
variable rate home equity line of credit which adjusts monthly after the first 6
months  based  upon the  prime  rate.  The rate for the  first  six  months is a
competitive  rate  below  the  prime  rate,  however,  the Bank  qualifies  each
applicant based on the fully indexed rate of the loan.

      Originated  mortgage  loans  in the  Bank's  portfolio  generally  include
due-on-sale  clauses which provide the Bank with the  contractual  right to deem
the loan  immediately  due and payable in the event that the borrower  transfers
ownership of the property without the Bank's consent.

      Commercial  Real  Estate.  To a much lesser  degree,  the Bank  originated
commercial  real estate  loans  secured by property  located  within its primary
market area. The Bank's commercial real estate loans are permanent loans secured
by improved  property such as office  buildings,  small business  facilities and
other  non-residential  buildings.  Essentially  all originated  commercial real
estate loans are within the Bank's  market area.  Interest  rates on these loans
are slightly higher than those offered on residential

                                       -2-

<PAGE>



loans.  The Bank  does not seek  commercial  loans  but  considers  applications
submitted  by local  organizations  or persons  within its lending  area who are
already customers. At March 31, 1997, commercial real estate loans range in size
from $95,000 to approximately  $251,000. The largest commercial real estate loan
was secured by an automobile  rebuilding  shop in Westwood,  New Jersey,  with a
balance of $250,636 on March 31,  1997 and is  current.  Commercial  real estate
loans are generally originated in amounts of up to 70% of the appraised value of
the mortgaged  property.  The Bank generally  makes  fixed-rate  commercial real
estate loans with  amortization  terms of 15 to 30 years with a balloon  payment
after three to five years.

      Consumer  Loans.  Consumer  loans  represent  a small  part of the  Bank's
lending  activity.  The types of consumer  loans  originated by the Bank include
loans secured by savings deposits, home improvement loans, automobile loans made
directly to customers and personal loans.

      Loan Underwriting  Risks.  While commercial real estate and consumer loans
provide benefits to the Bank's  asset/liability  management  program by reducing
exposure to interest rate changes,  due to their  shorter  terms,  and producing
higher  yields,  such  loans may  entail  significant  additional  credit  risks
compared to residential mortgage lending.  Commercial real estate mortgage loans
may  involve  large  loan  balances  to single  borrowers  or groups of  related
borrowers.  In  addition,  the  payment  experience  on loans  secured by income
producing  properties is typically dependent on the successful  operation of the
properties and thus may be subject to a greater extent to adverse  conditions in
the real estate market or in the general economy.

      Loans to One Borrower.  SAIF-insured savings banks are subject to the same
limits as those  applicable  to national  banks,  which  under  current law have
lending  limits in an amount equal to 15% of unimpaired  capital and  unimpaired
surplus  on an  unsecured  basis  and  an  additional  amount  equal  to  10% of
unimpaired  capital  and  unimpaired  surplus  if the loan is secured by readily
marketable  collateral.  At March 31,  1997,  the  Bank's  self-imposed  maximum
loan-to-one  borrower  limit was  $500,000.  As of March 31,  1997,  the  Bank's
largest aggregation of loans to one borrower was approximately $477,300 of loans
secured by  commercial  property  consisting  of a store and two  apartments  in
Westwood,  New Jersey,  a primary  residence in River Vale,  New Jersey,  office
equipment,  and an automobile.  The second  largest  aggregation of loans to one
borrower was  approximately  $464,750 of loans secured by a primary residence in
Old Tappan,  New Jersey and a two-family  investment  property in Westwood,  New
Jersey. The third largest aggregation of loans to one borrower was approximately
$321,800 of loans secured by a primary residence in Bernardsville, New Jersey.

      Loan Maturity  Tables.  The following table sets forth the maturity of the
Bank's  loans at March 31,  1997.  The table  does not  include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on loans totalled $7,864,000 for the year ended March 31, 1997.  Adjustable-rate
mortgage loans are shown as maturing based on contractual maturities.


                                       -3-

<PAGE>

<TABLE>
<CAPTION>
 
                           1-4 Family    Multi-Family
                           Real Estate    Real Estate  Commercial   Consumer
                              Loans          Loans       Loans        Loans   Total
                           -----------   ------------  ----------   --------  ------
                                                     (In Thousands)
Amounts Due:
<S>                         <C>            <C>          <C>        <C>       <C>    
Within 1 Year.......        $ 2,491        $    4       $  495     $   769   $ 3,759

After 1 year:
  1 to 2 years......            667             8          187         286     1,148
  2 to 3 years......          1,360            10            -         426     1,796
  3 to 5 years......          5,198            11          227         552     5,988
  5 to 10 years.....          7,626            37           68         298     8,029
  Over 10 years.....         19,489           366            -         317    20,172
                            -------        ------       ------     -------   -------

Total due after one
  year..............         34,340           432          482       1,879    37,133
                            -------        ------       ------     -------   -------
Total amount due....         36,831           436          977       2,648    40,892

Less:
Allowance for loan
  losses............            208             -            -          10       218
Deferred loan fees..             78             -            -           -        78
                            -------        ------       ------     -------   -------
  Loans receivable,
    net.............        $36,545        $  436       $  977     $ 2,638   $40,596
                            =======        ======       ======     =======   =======

</TABLE>



      The  following  table sets forth the dollar  amount of all loans due after
March 31, 1998, which have predetermined  interest rates and which have floating
or adjustable interest rates.

                                              Floating or
                               Fixed Rates  Adjustable Rates    Total
                               -----------  ----------------  -------
                                         (In Thousands)
One-to-four family........       $31,532       $2,808         $34,340
Multi-Family..............           432           --             432
Commercial................           482           --             482
Consumer..................         1,879           --           1,879
                                 -------       ------         -------
  Total...................       $34,325       $2,808         $37,133
                                 =======       ======         =======


Nonperforming Loans and Problem Assets

      Loan  Delinquencies.  The Bank's  collection  policy  provides  for a late
charge  to be  added to the  amount  due when a loan is 15 days  past  due.  The
borrower is  immediately  notified of the  assessment  and payment is requested.
Periodic contacts are made at 15 day intervals. When a loan is 60 days past due,
a letter is sent by the Bank's attorney.  At 90 days, the attorney is authorized
to take "last resort"  action up to initiation of  foreclosure  proceedings,  if
deemed warranted.


                                      -4-

<PAGE>



      Loans are  reviewed  on a monthly  basis  and are  placed on a  nonaccrual
status when, in the opinion of management, the collection of additional interest
is  doubtful  and  either  principal  or  interest  is 90 days or more past due.
Interest accrued and unpaid at the time a loan is placed on nonaccrual status is
charged against interest income.  Subsequent  payments are either applied to the
outstanding  principal balance or recorded as interest income,  depending on the
assessment of the ultimate  collectibility  of the loan. At March 31, 1997,  the
Bank had no real estate  loans past due 30 through 89 days and  $149,000 of real
estate  loans  past due 90 days or more.  Because  all of these  loans  are well
secured and in the process of collection, interest is still being accrued on the
$149,000 of loans more than 30 days past due.

      New Jersey  banking law  requires  the Board of  Directors  of the Bank to
prepare, within 60 days after the presentation of the annual audit report to the
Board by its independent  public auditor,  a detailed statement of the assets of
the Bank,  other than loans,  which in the  judgment of the Board of  Directors,
have a value less than the value at which  they are  carried on the books of the
Bank. The statement must present the value of such assets in the judgment of the
Board.  The statement must also include a list of loans which in the judgment of
the Board of Directors, are classified internally by the Board as (i) worthless;
(ii) doubtful,  or (iii)  insufficiently  secured.  This statement must be filed
with the NJDB,  along with a certified copy of the audit report,  within 60 days
of the completion of the audit report.  At March 31, 1997, the Bank had no loans
that had been classified as worthless, doubtful, or insufficiently secured.

      Allowance for Losses on Loans.  In making loans,  the Bank recognizes that
credit  losses  will be  experienced  and that the risk of loss will vary  with,
among other things,  the type of loan being made,  the credit  worthiness of the
borrower  over the term of the loan  and,  in the case of a  secured  loan,  the
quality of the security for the loan. The Bank's  management  evaluates the need
to establish  reserves  against losses on loans and other assets each year based
on  estimated  losses on specific  loans and on any real estate held for sale or
investment  when a finding is made that a loss is estimable and  probable.  Such
evaluation  includes a review of all loans for which full collectibility may not
be reasonably assured and considers,  among other matters,  the estimated market
value of the  underlying  collateral of problem  loans,  prior loss  experience,
economic  conditions and overall portfolio quality.  These provisions for losses
are charged against earnings in the year they are established.

      As a  result  of the  declines  in  real  estate  market  values  and  the
significant losses experienced by many financial institutions,  there has been a
greater level of scrutiny by regulatory  authorities of the loan  portfolios and
allowance for loan losses of financial  institutions  nationwide,  undertaken as
part of the examination of the institution by the NJDB, FDIC or other federal or
state  regulators.  While the Bank  believes  it has  established  its  existing
allowance  for loan losses in  accordance  with  generally  accepted  accounting
principles ("GAAP"), there can be no assurance that regulators, in reviewing the
Bank's loan portfolio,  will not request the Bank to significantly  increase its
allowance for loan losses,  or that a deteriorating  real estate market will not
cause  the  Bank to  significantly  increase  its  allowance  for  loan  losses,
therefore negatively affecting the Bank's financial condition and earnings.

      During  the year  ended  March 31,  1997,  the Bank  charged-off  one loan
receivable  and no other  assets.  It is the  Bank's  policy to review  its loan
portfolio, in accordance with statutory classification  procedures, on a monthly
basis. Additionally, the Bank maintains a program of reviewing loan applications
prior to making the loan and  immediately  after  loans are made in an effort to
maintain loan quality.

                                       -5-

<PAGE>



      Analysis of the Allowance for Loan Losses.  The following table sets forth
information  with respect to the Bank's  allowance  for loan losses at the dates
indicated:

<TABLE>
<CAPTION>
                                                              At March 31,
                                                         -----------------------
                                                           1996          1997
                                                         --------       --------
                                                          (Dollars in Thousands)

<S>                                                      <C>            <C>    
Total loans outstanding ..........................       $34,715        $40,596
                                                         =======        =======
Average loans outstanding ........................        32,958         38,503
                                                         =======        =======

Allowance balances (at beginning of
  period) ........................................       $   134        $   169
Provision (credit):
  Residential ....................................            33             46
  Consumer .......................................             2              6
Net Charge-offs (recoveries):
  Consumer .......................................            --              3
                                                         -------        -------
Allowance balance (at end of period) .............       $   169        $   218
                                                         =======        =======
Allowance for loan losses as a percent
  of total loans outstanding .....................           .49%           .54%
                                                         =======        =======
</TABLE>


      The following  table provides a breakdown of the allowance for loan losses
for the periods indicated:

<TABLE>
<CAPTION>
                                                                At March 31,
                                                 -------------------------------------------
                                                      1996                  1997
                                                 -------------------   ---------------------
                                                          Percent of            Percent of
                                                          Loans in              Loans in
                                                           Category              Category
                                                           To Total              To Total
                                                 Amount     Income     Amount     Income
                                                 ------   ----------   ------   -----------
                                                               (In Thousands)
Balance at End of Period Applicable to:
<S>                                               <C>         <C>       <C>         <C> 
Commercial ...................................    $  8        .14%      $ 10        .15%
1 to 4 family - mortgage .....................     154       2.71%       198       2.91%
Installment loans to individuals .............       7        .12%        10        .15%

</TABLE>


Mortgage-Backed Securities and Investment Activities

      General.  Income from investment  securities provides a significant source
of income for the Bank. The Bank maintains a portfolio of investment  securities
such as U.S. government and agency securities,  adjustable mortgage mutual funds
and  interest-bearing  deposits,  in  addition  to  the  Bank's  mortgage-backed
securities.  The amount of short-term investments reflects management's response
to the  significantly  increasing  percentage  of  savings  deposits  with short
maturities.  It is the intention of management to maintain shorter maturities in
the Bank's  investment  portfolio  in order to better  match the  interest  rate
sensitivities of its assets and liabilities.  However, during periods of rapidly
declining  interest  rates,  the yield on such  shorter  term  investments  also
declines at a faster rate than does the yield on long-term investments.

      Investment decisions are made within policy guidelines  established by the
Board of Directors.  The investment policy of the Bank, established by the Board
of Directors, is based on its asset/liability

                                       -6-

<PAGE>



management  goals.  The intent of the policy is to establish a portfolio of high
quality, diversified investments in order to optimize net interest income within
acceptable limits of safety and liquidity.

      Purchases of U.S. government and agency securities are generally made with
the intent of holding  them to maturity.  Currently,  the policy is to invest in
instruments  with an average life of one to five years,  to be held to maturity.
In addition,  the Board of Directors has recently approved periodic  investments
in adjustable  mortgage mutual funds intended as a depository for funds required
to be available for liquidity  purposes.  At March 31, 1997, the Bank had $1,700
of adjustable rate mortgage mutual funds classified as available for sale.

      The Bank's investment  securities  portfolio includes investments held for
sale and investments held to maturity. Investments that are held to maturity are
recorded at amortized  cost.  Premiums and discounts are amortized on a straight
line method over the estimated life of the investment. Investments that are held
for sale are recorded at market value.

      Mortgage-Backed  Securities. The Bank also invests excess liquidity in the
purchase of  mortgage-backed  securities  guaranteed as to principal by FNMA and
issued  by the  FHLMC  which  are  secured  by  fixed-rate  and  adjustable-rate
mortgages.   The  FNMA   mortgage-backed   securities  consist  of  pass-through
certificates.   FHLMC   mortgage-backed   securities   consist  of  pass-through
certificates  issued and  guaranteed  by the FHLMC and secured by  interests  in
pools of conventional  mortgages  originated by savings banks. All of the Bank's
mortgage-backed  securities  are  classified  as held to maturity.  At March 31,
1997,  most of the  Bank's  mortgage-backed  securities  were  at a fixed  rate,
however,  the Bank currently  intends to increase its amount of adjustable  rate
mortgage-backed  securities  if, in the  opinion of the Bank,  favorable  market
conditions exist for such purchases.

      Investment Portfolio. The following table sets forth the carrying value of
the Bank's investment securities  portfolio,  short-term  investments,  and FHLB
stock at the date indicated.  At March 31, 1997, the market values of the Bank's
investment securities portfolio was $38,126 million.

                                           At March 31,
                                         ------------------
                                           1996      1997
                                         --------  --------
                                         (In Thousands)

U.S. Government and agency securities    $22,992   $37,903
Other securities available for sale..      4,422         2
Other securities.....................      2,750     1,000
                                         -------   -------
Mortgage-backed securities...........     13,281    19,728
                                         -------   -------
   Total ............................    $43,445   $58,633
                                         =======   =======



                                       -7-

<PAGE>



      Investment Securities Portfolio Maturities. The following table sets forth
certain information  regarding the carrying values,  weighted average yields and
maturities of the Bank's investment securities portfolio at March 31, 1997.
<TABLE>
<CAPTION>


                       One Year or Less   One to Five Years   Five to Ten Years   More than Ten Years Total Investment Securities
                      ------------------  ------------------  ------------------  ------------------- -----------------------------

                      Carrying   Average  Carrying   Average   Carrying  Average  Carrying   Average  Carrying   Average   Market
                        Value     Yield     Value     Yield     Value     Yield    Value      Yield     Value     Yield     Value
                        -----     -----     -----     -----     -----     -----    -----      -----     -----     -----     -----
                                                                     (Dollars in Thousands)
U.S. Government
<S>                    <C>                 <C>         <C>     <C>         <C>     <C>          <C>    <C>         <C>     <C>    
  obligations......... $    --      --%    $15,905     6.6%    $17,998     7.1%    $ 4,000      7.5%   $37,903     6.9%    $37,124
Mortgage-backed 
  securities..........     394     6.2       6,244     6.4          --      --      13,090      6.2     19,728     6.3      19,581
Other securities .....   1,002     5.5          --      --          --      --          --       --      1,002     5.5       1,002
                       -------     ---     -------     ---     -------     ---     -------      ---    -------     ---     -------
    Total ............ $ 1,396     5.7%    $22,149     6.5%    $17,998     7.1%    $17,090      6.5%   $58,633     6.7%    $57,707
                       =======     ===     =======     ===     =======     ===     =======      ===    =======     ===     =======

</TABLE>


                                       -8-

<PAGE>


Sources of Funds

      General. Deposits are the major source of the Bank's funds for lending and
other investment purposes. In addition to deposits,  the Bank derives funds from
loan and  mortgage-backed  securities  principal  repayments,  and maturities of
investment  securities.  Loan  and  mortgage-backed  securities  payments  are a
relatively  stable  source of funds,  while  deposit  inflows are  significantly
influenced by general  interest rates and market  conditions.  The Bank also has
the ability to borrow funds from the FHLB of New York and obtain  advances  from
the Federal Reserve Bank discount window as a source of funds.

      Deposits.  The Bank offers a wide variety of deposit accounts,  although a
majority of such deposits are in fixed-term,  fixed-rate  certificate  accounts.
Deposit account terms vary, primarily as to the required minimum balance amount,
the amount of time that the funds  must  remain on  deposit  and the  applicable
interest  rate.  Certificate  accounts  have  been the  primary  sources  of new
deposits  for the  Bank.  The Bank  intends  to  continue  to  emphasize  retail
deposits,  including  checking,  certificates of deposit,  savings  accounts and
individual  retirement accounts ("IRAs").  The Bank had no brokered certificates
of deposit as of March 31, 1997.

      Deposit  Portfolio.  Deposits  in the  Bank  as of  March  31,  1997  were
represented by various types of savings programs described below.

<TABLE>
<CAPTION>
                                                   Weighted  Balance as of
                                                    Average    March 31,      Percentage
                                                   Interest       1997         of Total
Category                   Term                      Rate    (In Thousands)    Deposits
--------                   ----                    --------  --------------    --------

<S>                        <C>                       <C>          <C>           <C>
NOW Accounts               None                      1.50%        $ 9,516        10.83%
Regular Savings            None                      2.53%         17,817        20.28
Money market accounts      None                      2.75%          3,595         4.09

Certificates of Deposit:

Fixed Term, Fixed Rate     1 - 12 Months             5.21%         11,098        12.63
Fixed Term, Fixed Rate     13 - 24 Months            5.57%         35,407        40.30
Fixed Term, Fixed Rate     25 - 36 Months            5.58%          5,195         5.91
Fixed Term, Fixed Rate     37 - 60 Months            5.67%          4,905         5.58
Jumbo Certificates                                   5.30%            200          .24
                           Accrued Interest................           124          .14
                                                                  -------       ------ 

                              Total........................       $87,857       100.00%
                                                                  =======       ====== 

</TABLE>



                                       -9-

<PAGE>



      Time Deposits Maturity Schedule. The following table sets forth the amount
and maturities of time deposits at March 31, 1997.

                                  Amount Due in
             -----------------------------------------------------
             Less Than     1 - 2      2 - 3       After
             One Year      Years      Years      3 Years     Total
             --------      -----      -----      -------     -----
                                  (In Thousands)
             $50,151      $5,676      $506        $471      $56,805


      Jumbo Certificates of Deposit. The following table indicates the amount of
the Bank's short-term  certificates of deposit with negotiated rates of $100,000
or more by time remaining until maturity as of March 31, 1997.

Maturity Period                          Certificates of Deposit
---------------                          -----------------------
                                            (In Thousands)
Three months or less...................             --
Over three months......................           $200
                                                   ---
      Total............................           $200
                                                   ===

Personnel

      As of March 31, 1997, the Bank had 12 full-time  employees and 3 part-time
employees.  The employees are not represented by a collective  bargaining  unit.
The Bank believes its relationship with its employees to be satisfactory.

Legal Proceedings

      The Company is not involved in any material legal  proceedings.  The Bank,
from time to time, is a party to litigation, which arises in the ordinary course
of business,  such as claims to enforce liens,  claims  involving the making and
servicing of loans,  claims  relating to the hiring or termination of employees,
and other  issues  incident  to the  business  of the Bank.  In the  opinion  of
management,  the resolution of these lawsuits would not have a material  adverse
effect on the  financial  condition or results of  operations of the Bank or the
Company, taken as a whole.


                           SUPERVISION AND REGULATION

General

      As a New Jersey chartered,  SAIF-insured savings bank, Westwood Savings is
subject to extensive regulation by the NJDB and the FDIC. Lending activities and
other  investments  must comply with  various  state and federal  statutory  and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the FRB.

      The NJDB and the FDIC regularly  examine the Bank and prepare  reports for
consideration  by the Bank's Board of Directors  on any  deficiencies  that they
find in the Bank's operations.  The Bank's  relationship with its depositors and
borrowers is also regulated to a great extent by federal law, especially

                                      -10-

<PAGE>



in such matters as the ownership of savings  accounts,  and the form and content
of the Bank's mortgage documents.

      The Bank  must  file  reports  with the NJDB and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such  regulation,  whether by the NJDB, the FDIC or the
state or federal government could have a material adverse impact on the Company,
the Bank and their  operations.  The  Company,  as a bank  holding  company,  is
required to file certain  reports with, and otherwise  comply with the rules and
regulations of the NJDB and the FRB.

      Set forth below is a brief  description  of certain laws which are related
to the regulation of the Company and the Bank. The description  does not purport
to be complete and is qualified in its entirety by reference to applicable  laws
and regulations.

Regulation of the Company

      Acquisitions/Permissible  Business Activities.  The BHCA currently permits
bank  holding  companies  from  any  state to  acquire  banks  and bank  holding
companies located in any other state,  subject to certain conditions,  including
certain nationwide- and state-imposed  concentration  limits.  Effective June 1,
1997, the Bank will have the ability, subject to certain restrictions, including
state opt-out  provisions,  to acquire by acquisition or merger branches outside
its home state.  States may  affirmatively  opt-in to permit these  transactions
earlier,  which New Jersey,  among other states,  has done. The establishment of
new  interstate  branches  also will be possible in those  states with laws that
expressly permit it. Interstate  branches will be subject to certain laws of the
states in which they are  located.  Competition  may  increase  further as banks
branch across state lines and enter new markets.

      Under the BHCA, the Company is prohibited,  with certain exceptions,  from
acquiring direct or indirect  ownership or control of more than 5 percent of any
class of voting shares of any nonbanking  corporation.  Further, the Company may
not  engage  in any  business  other  than  managing  and  controlling  banks or
furnishing  certain  specified  services  to  subsidiaries,  and may not acquire
voting control of nonbanking  corporations except those corporations  engaged in
businesses or furnishing  services that the Federal  Reserve deems to be closely
related to banking.

      Community Reinvestment.  Bank holding companies and their subsidiary banks
are subject to the  provisions  of the  Community  Reinvestment  Act of 1977, as
amended  ("CRA").  Under the terms of the CRA, the Bank's  record in meeting the
credit  needs  of  the  community  served  by  the  Bank,   including  low-  and
moderate-income neighborhoods,  is generally annually assessed by the FDIC. When
a bank  holding  company  applies  for  approval to acquire a bank or other bank
holding  company,  the  Federal  Reserve  will  review  the  assessment  of each
subsidiary bank of the applicant bank holding  company,  and such records may be
the basis for  denying  the  application.  As of March  31,  1997,  the Bank had
received "Satisfactory" rating in its last CRA exam.


                                      -11-

<PAGE>



Regulation of the Bank

      Insurance of Deposit Accounts.  The Bank's deposit accounts are insured by
the SAIF to a maximum of $100,000 for each insured member (as defined by law and
regulation).  Insurance of deposits may be terminated by the FDIC upon a finding
that the institution has engaged in unsafe or unsound practices, is in an unsafe
or unsound condition to continue operations, or has violated any applicable law,
regulation,  rule, order or condition  imposed by the FDIC or the  institution's
primary regulator.  The FDIC may also prohibit an insured depository institution
from engaging in any activity the FDIC  determines  to pose a serious  threat to
the SAIF.

      The FDIC charges an annual  assessment for the insurance of deposits based
on the risk a  particular  institution  poses  to its  deposit  insurance  fund,
depending upon the institution's risk  classification.  This risk classification
is based on an institution's  capital group and supervisory subgroup assignment.
In addition,  the FDIC is authorized to increase  deposit  insurance  rates on a
semi-annual  basis if it  determines  that such action is necessary to cause the
balance  in the  SAIF  to  reach  the  designated  reserve  ratio  of  1.25%  of
SAIF-insured  deposits  within a reasonable  period of time. The FDIC may impose
special  assessments  on SAIF members to repay  amounts  borrowed  from the U.S.
Treasury  or for any  other  reason  deemed  necessary  by the  FDIC.  Prior  to
September 30, 1996, savings  associations paid within a range of .23% to .31% of
domestic  deposits and the SAIF was  substantially  underfunded.  By comparison,
prior to  September  30,  1996,  members  of the Bank  Insurance  Fund  ("BIF"),
predominantly  commercial banks,  were required to pay  substantially  lower, or
virtually no, federal deposit insurance premiums.

      Effective  September  30,  1996,  federal  law was  revised  to  mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995.  The Bank recorded a $454,000  pre-tax
expense for this  assessment at September 30, 1996.  Beginning  January 1, 1997,
deposit  insurance  assessments  for SAIF members were reduced to  approximately
 .064% of deposits on an annual basis;  this rate may continue through the end of
1999.  During  this  same  period,  BIF  members  are  expected  to be  assessed
approximately  .013%  of  deposits.  Thereafter,  assessments  for BIF and  SAIF
members  should be the same and the SAIF and BIF may be merged.  It is  expected
that these continuing  assessments for both SAIF and BIF members will be used to
repay outstanding Financing  Corporation bond obligations.  As a result of these
changes,  beginning January 1, 1997, the rate of deposit insurance  assessed the
Bank declined by  approximately  72% from rates in effect prior to September 30,
1996.

      Capital  Requirements.  Under FDIC  regulations,  the Bank is  required to
maintain a minimum leverage capital requirement  consisting of a ratio of Tier 1
capital to total  risk-weighted  assets of 4%. For institutions other than those
most highly rated by the FDIC,  an  additional  "cushion" of at least 100 to 200
basis  points is  required.  Tier 1 capital  is the sum of common  stockholders'
equity,  noncumulative perpetual preferred stock (including any related surplus)
and  minority  investments  in certain  subsidiaries,  less  certain  intangible
assets,  deferred tax assets,  certain identified losses and certain investments
in securities  subsidiaries.  As a SAIF-insured,  state-chartered bank, the Bank
must  currently  also  deduct  from  Tier  1  capital  an  amount  equal  to its
investments  in, and  extensions of credit to,  subsidiaries  engaged in certain
activities not permissible for national banks.

      In addition to the leverage ratio,  the Bank must maintain a minimum ratio
of qualifying total capital to  risk-weighted  assets of at least 8.0%, of which
at least four percentage points must be Tier 1 capital. Qualifying total capital
consists  of Tier 1 capital  plus Tier 2 or  supplementary  capital  items which
include  allowances for loan losses in an amount of up to 1.25% of risk-weighted
assets, cumulative

                                      -12-

<PAGE>



preferred stock and preferred stock with a maturity of over 20 years and certain
other capital instruments. The includable amount of Tier 2 capital cannot exceed
the institution's Tier 1 capital. Qualifying total capital is further reduced by
the amount of the bank's  investments in banking and finance  subsidiaries  that
are not consolidated for regulatory capital purposes,  reciprocal cross-holdings
of capital securities issued by other banks and certain other deductions.  Under
the FDIC  risk-weighted  system,  all of a bank's  balance  sheet assets and the
credit  equivalent  amounts of certain  off-balance  sheet items are assigned to
risk  weight  categories.  The  aggregate  dollar  amount  of each  category  is
multiplied  by the  risk  weight  assigned  to that  category.  The sum of these
weighted values equals the bank's risk-weighted assets.

      Pursuant  to New Jersey  banking law the  minimum  leverage  capital for a
depository  institution  is a ratio of Tier 1  capital  to  total  risk-weighted
assets of four percent.  However, the Commissioner of the Department may require
a higher ratio for a particular depository institution.

      New Jersey  banking law requires  that a depository  institution  maintain
qualifying  capital of at least eight  percent of its risk weighted  assets.  At
least four  percent of this  qualifying  capital  shall be in the form of Tier 1
capital.  For purposes of New Jersey banking law, risk weighted  assets,  Tier 1
capital,  and  total  assets  are  defined  in the  same  manner  as in the FDIC
regulations.

      The Bank was in  compliance  with  both  the FDIC and New  Jersey  capital
requirements at March 31, 1997.

      Capital  Distributions.  Earnings  of the  Bank  appropriated  to bad debt
reserves  and deducted for Federal  income tax  purposes are not  available  for
payment of cash dividends or other distributions to stockholders without payment
of taxes at the then  current  tax rate by the Bank on the  amount  of  earnings
removed from the reserves for such distributions.

      Dividends  payable by the Bank to the Corporation and dividends payable by
the Corporation to stockholders  are subject to various  additional  limitations
imposed by federal and state laws,  regulations and policies  adopted by federal
and state  regulatory  agencies.  The Bank is  required by federal law to obtain
FDIC  approval  for the  payment  of  dividends  if the  total of all  dividends
declared  by the Bank in any year exceed the total of the Bank's net profits (as
defined)  for that  year and the  retained  net  profits  (as  defined)  for the
preceding two years,  less any required  transfers to surplus.  Under New Jersey
law, the Bank may not pay dividends unless, following payment, the capital stock
of the Bank would be unimpaired and (a) the Bank will have a surplus of not less
than 50% of its capital  stock,  or, if not,  (b) the payment of such  dividends
will not reduce the surplus of the Bank.

      Under applicable regulations, the Bank would be prohibited from making any
capital  distributions if, after making the  distribution,  the Bank would have:
(i) a total risk-based capital ratio of less than 8.0%; (ii) a Tier 1 risk-based
capital  ratio of less than 4.0%;  or (iii) a leverage  ratio of less than 4.0%,
unless a higher ratio is required by the Commissioner of the Department.

      New Jersey  banking  regulations  require  that a  depository  institution
maintain qualifying capital of at least 8% of its risk weighted assets. At least
4% of this  qualifying  capital  shall  be in the  form of Tier 1  capital.  For
purposes of New Jersey banking law, risk weighted  assets,  Tier 1 capital,  and
total assets are defined in the same manner as in the FDIC regulations.

      The Bank was in  compliance  with  both  the FDIC and New  Jersey  capital
requirements at March 31, 1997.


                                      -13-

<PAGE>




      Federal  Home  Loan Bank  System.  The Bank is a member of the FHLB of New
York,  which is one of 12 regional  FHLBs that  administers  the home  financing
credit  function  of  savings  institutions.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region. The FHLB of New York is
funded primarily from proceeds derived from the sale of consolidated obligations
of the FHLB System. The FHLB of New York makes loans to members (i.e., advances)
in accordance with policies and procedures established by the Board of Directors
of the FHLB.

      As a member,  the Bank is required to purchase and  maintain  stock in the
FHLB of New York in an  amount  equal to at  least  1% of its  aggregate  unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year.

      Qualified Thrift Lender Test. The Bank must maintain an appropriate  level
of certain investments ("Qualified Thrift Investments") and otherwise qualify as
a  "Qualified  Thrift  Lender"  ("QTL"),  in order  to  continue  to enjoy  full
borrowing  privileges  from the FHLB of New York.  The  required  percentage  of
Qualified Thrift  Investments is 65% of portfolio assets.  In addition,  savings
banks may include shares of stock of the Federal Home Loan Banks, FNMA and FHLMC
as qualifying QTL assets.  Compliance with the QTL test is measured on a monthly
basis in nine out of every 12  months.  As of March  31,  1997,  the Bank was in
compliance with its QTL requirement.

      Federal  Reserve System.  The FRB requires all depository  institutions to
maintain  non-interest  bearing  reserves  at  specified  levels  against  their
transaction accounts (primarily  checking,  NOW and Super NOW checking accounts)
and  non-personal  time  deposits.  The balances  maintained to meet the reserve
requirements   imposed  by  the  FRB  may  be  used  to  satisfy  the  liquidity
requirements that are imposed by the NJDB. At March 31, 1997, the Bank met these
reserve requirements.

      State-chartered  savings  banks have  authority to borrow from the Federal
Reserve Bank "discount  window," but Federal Reserve policy  generally  requires
savings banks to exhaust all reasonable  alternative  sources  before  borrowing
from the Federal Reserve System.  The Bank had no discount window  borrowings at
March 31, 1997.

Item 2.  Description of Property.
--------------------------------

      (a)  Properties

      The Bank conducts its business  through its main office  located at 700-88
Broadway  in  Westwood,  New Jersey and a branch  office  located at 139 Terrace
Street,  Haworth, New Jersey, which was acquired on May 6, 1994. The Bank leases
its main office and  currently  has a 10 year lease  expiring  on May 30,  2001,
which  provides  that rent on the office will increase from $4,225 to $7,805 per
month during the ten year period.  The Bank  purchased the Haworth branch office
from the RTC.

      Financial Services,  Inc., Glen Rock, New Jersey, performs the Bank's data
processing.  As of March 31, 1997, the net book value of leasehold improvements,
furniture fixtures, and equipment owned by the Bank totalled $734,131.

      (b) Investment Policies. See "Item 1. Description of Business" above for a
general  description  of the Bank's  investment  policies and any  regulatory or
Board  of  Directors'   percentage  of  assets  limitations   regarding  certain
investments.  All of the Bank's investment policies are reviewed and approved by
the Board of Directors of the Bank,  and such  policies,  subject to  regulatory
restrictions (if

                                      -14-

<PAGE>



any), can be changed without a vote of stockholders.  The Bank's investments are
primarily acquired to produce income.

            (1)  Investments  in Real Estate or Interests  in Real  Estate.  See
"Item 1. Description of Business -- Lending Activities," "Item 1. Description of
Business  --  Bank  Regulation"  and  "Item  2.  Description  of  Property.  (a)
Properties" above.

            (2)  Investments in Real Estate Mortgages.  See "Item 1. Description
of Business -- Lending  Activities" and "Item 1. Description of Business -- Bank
Regulation."

            (3)  Investments in Securities of or Interests in Persons  Primarily
Engaged in Real  Estate  Activities.  See "Item 1.  Description  of  Business --
Lending  Activities,"  "Item 1.  Description of Business -- Bank Regulation" and
"Item 1. Description of Business -- Subsidiary Activity."

      (c)  Description of Real Estate and Operating Data.

      Not Applicable.


Item 3.  Legal Proceedings
--------------------------

      There are various  claims and  lawsuits in which the Bank is  periodically
involved,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties  in which the Bank holds  security  interests,  claims  involving the
making and  servicing of real  property  loans and other issues  incident to the
Bank's  business.  In the opinion of  management,  the resolution of these legal
actions are not expected to have a material adverse effect on the Bank's results
of operations, financial condition or liquidity.


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

      No matter was  submitted  to a vote by  securityholders  during the fourth
quarter of the fiscal year.




                                      -15-

<PAGE>



                                    PART II


Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
Matters
-------

      The  information  contained  under the sections  captioned  "Stock  Market
Information" of the Company's  Annual Report to Stockholders  for the year ended
March 31, 1997 (the "Annual Report") is incorporated herein by reference.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

      The  required   information   is   contained  in  the  section   captioned
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Annual Report and is incorporated herein by reference.

Item 7.  Financial Statements
-----------------------------

      The   Registrant's   financial   statements   listed  under  Item  13  are
incorporated herein by reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure
--------------------

      Not Applicable.



                                      -16-

<PAGE>



                                   PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
with Section 16(b) of the Exchange Act
--------------------------------------

      The  information   contained  under  the  sections  captioned  "Filing  of
Beneficial  Ownership" and "I Election of Directors" in the "Proxy Statement" is
incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

      The information contained in the section captioned "Director and Executive
Compensation" in the Proxy Statement is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

      (a)   Security Ownership of Certain Beneficial Owners

            Information   required  by  this  item  is  incorporated  herein  by
            reference  to the first chart in the section  captioned  "I - Voting
            Securities and Principal Holders Thereof" in the Proxy Statement.

      (b)   Security Ownership of Management

            Information   required  by  this  item  is  incorporated  herein  by
            reference  to the first chart in the section  captioned  "I - Voting
            Securities and Principal Holders Thereof" in the Proxy Statement.

      (c)   Management of the Registrant knows of no arrangements, including any
            pledge by any person of securities of the Registrant,  the operation
            of which may at a  subsequent  date result in a change in control of
            the Registrant.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

      The information  required by this item is incorporated herein by reference
to the section  captioned  "Interests of Certain  Persons in Matters to Be Acted
Upon" in the Proxy Statement.

Item 13.  Exhibits, List and Reports on Form 8-K
------------------------------------------------

      (a)   The following documents are filed as a part of this report:

            1. The following financial  statements and the report of independent
accountants  of the  Registrant  included in the  Registrant's  Annual Report to
Stockholders for the fiscal year ending March 31, 1997 are  incorporated  herein
by reference and also in Item 7 hereof.


                                      -17-

<PAGE>



      Report of Independent Auditors

      Consolidated  Statements  of Financial  Condition as of March 31, 1997 and
      1996.

      Consolidated  Statements of Operations  for the Years Ended March 31, 1997
      and 1996.

      Consolidated Statements of Retained Earnings for the Years Ended March 31,
      1997 and 1996.

      Consolidated  Statements  of Cash Flows for the Years Ended March 31, 1997
      and 1996.

      Notes to Consolidated Financial Statements.

            2. Other than as set forth below,  Financial Statement Schedules for
which  provision  is  made  in  the  applicable  accounting  regulations  of the
Securities  and Exchange  Commission  ("SEC") are not required under the related
instructions or are inapplicable and therefore have been omitted.

             3.   The  following   exhibits  are  included  in  this  Report  or
incorporated herein by reference:

            (a)   List of Exhibits:

            3.1   Articles of Incorporation of Westwood Financial Corporation*

            3.2   Bylaws of Westwood Financial Corporation*

            4     Specimen Stock Certificate*

            13    Annual Report to Stockholders  for Fiscal Year Ended March 31,
                  1997

            21    Subsidiaries  of the Registrant  (See "Item 1 - Description of
                  Business -- Subsidiary Activity")

            27    Financial Data Schedule (electronic filing only)

----------------
*     Incorporated by reference to Registrant's  Registration  Statement on Form
      S-1 initially filed with the SEC on December 20, 1995 (File No. 33-28200).

       b.   Reports on Form 8-K

            None


                                      -18-

<PAGE>



                                  SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of June 18, 1997.

                                    WESTWOOD FINANCIAL CORPORATION


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

      Pursuant to the  requirement of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated as of June 18, 1997.


/s/William J. Woods                       /s/George E. Niemczyk
----------------------------------        ---------------------------------
William J. Woods                          George E. Niemczyk
President and Chairman                    Vice President and Controller
(Principal Financial and Executive        (Principal Accounting Officer)
  Officer)


/s/Joanne Miller                          /s/William J. Durgin
----------------------------------        ---------------------------------
Joanne Miller                             William J. Durgin
Vice President and Director               Director


/s/Paul F. Becker                         /s/Sidney J. Hagan
----------------------------------        ---------------------------------
Paul F. Becker                            Sidney J. Hagan
Director                                  Director


/s/John M. Caruso
----------------------------------
John M. Caruso
Director