U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

        [X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the quarter period ended June 30, 1997

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                                  EXCHANGE ACT

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

                           Commission File No. 0-28200


                         Westwood Financial Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                  201-666-5002
                                  ------------
              (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports  required to be filed by Sections
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
                                                              ---      ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

                 Class: Common Stock, par value $0.10 per share
                  Outstanding shares at August 6, 1997: 645,241

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

<PAGE>



                         WESTWOOD FINANCIAL CORPORATION

                              INDEX TO FORM 10-QSB

                                                                           Page
                                                                           ----
PART 1.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements

         Consolidated statements of Financial Condition at June
         30, 1997 (unaudited) and March 31, 1997                               2

         Consolidated Statements of income for the three months      
         ended June 30, 1997 and 1996 (unaudited)                              3

         Consolidated Statements of Cash Flows for the three months
         ended June 30, 1997 and 1996 (unaudited)                              4

         Notes to Consolidated Financial
         Statements (unaudited)                                                5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                   6


PART II. OTHER INFORMATION
         -----------------

         Item 1.  Legal Proceedings                                           11
         
         Item 2.  Changes in Securities                                       11
         
         Item 3.  Default Upon Senior Securities                              11
         
         Item 4.  Submission of Matters to a Vote of Security Holders         11
         
         Item 5.  Other Information                                           11
         
         Item 6.  Exhibits and Reports on Form 8-K                            11
         
SIGNATURES



                                  Page 1 of 14



<PAGE>
                  WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                       JUNE 30, 1997     MARCH 31, 1997        
                                                       -------------     --------------
                                                                        
                                ASSETS                                   
                                ------                                   
<S>                                                      <C>                <C>      
Cash and cash equivalents ............................   $   6,764          $   5,408
Loans receivable, net ................................      41,161             40,340
Interest receivable on loans .........................         259                256
FHLB stock, at cost ..................................         576                576
Mortgage-backed securities held-to-maturity,                             
  (market value of $18,991 and $19,581, respectively)       18,907             19,728
Investment securities held-to-maturity,                                  
  (market value of $40,818 and $38,124, respectively)       41,155             38,903
Investment securities available-for-sale,                                
  (at market value) ..................................           2                  2
Interest receivable on investments ...................         669                852
Property and equipment, net ..........................         725                734
Goodwill .............................................       1,108              1,132
Prepaid expenses and other assets ....................          68                 50
                                                         ---------          ---------
                                                                         
       TOTAL ASSETS ..................................   $ 111,394          $ 107,981
                                                         =========          =========
                                                                         
               LIABILITIES AND SHAREHOLDERS' EQUITY                      
               ------------------------------------                      
Liabilities:                                                             
  Demand deposits ....................................   $  15,658          $  13,111
  Savings deposits ...................................      75,194             74,622
  Interest payable on deposits .......................         144                124
  Loans and advances payable .........................      10,000             10,000
  Other liabilities ..................................         199                142
  Dividends payable ..................................          32                 32
                                                         ---------          ---------
       Total Liabilities                                                 
                                                           101,227             98,031
                                                         ---------          ---------
Commitments and Contingencies ........................        --                 --
                                                                         
Shareholders' equity:                                                    
  Common stock .......................................          65                 65
  Paid in capital ....................................       3,212              3,212
  Retained earnings ..................................       6,958              6,753
  Unearned stock bonus plan shares ...................         (68)               (80)
                                                         ---------          ---------
       Total Shareholders' Equity ....................      10,167              9,950
                                                         ---------          ---------
                                                                         
       TOTAL LIABILITIES AND                                             
         SHAREHOLDERS' EQUITY ........................   $ 111,394          $ 107,981
                                                         =========          =========
                                                                         
</TABLE>
                                                                


See notes to consolidated financial statements.

                                        2

<PAGE>
                  WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                             FOR THE              FOR THE
                                                          THREE MONTHS         THREE MONTHS
                                                              ENDED                ENDED
                                                          JUNE 30, 1997        JUNE 30, 1996
                                                          -------------        -------------
<S>                                                         <C>                    <C>           
INTEREST INCOME
     Loans receivable ...................................   $  786                 $  711        
     Mortgage-backed securities .........................      344                    224
     Investment securities, including O/N deposits ......      743                    567
     Dividends on FHLB stock ............................        9                      7
                                                            ------                 ------   
                                                                                 
          Total interest income .........................    1,882                  1,509
                                                                                 
INTEREST EXPENSE                                                                 
     Deposits ...........................................   $  953                 $  844
     Borrowings .........................................      149                      0
                                                            ------                 ------   
                                                                                 
     Net interest income ................................      780                    665
                                                                                 
     Provision for loan losses ..........................        8                     35
                                                            ------                 ------   
                                                                                 
     Net interest income after                                                   
          provision for loan losses .....................      772                    630
                                                                                 
NONINTEREST INCOME                                                               
     Miscellaneous charges and fees .....................       41                     28
     Late charges .......................................        2                      2
                                                            ------                 ------   
                                                                                 
          Total noninterest income ......................       43                     30
                                                                                 
NONINTEREST EXPENSE                                                              
     Compensation and employee benefits .................      179                    166
     FDIC insurance and regulatory expenses .............       22                     46
     Depreciation and amortization ......................       41                     40
     Data Processing ....................................       34                     34
     Occupancy ..........................................       29                     28
     Other ..............................................      126                     88
                                                            ------                 ------   
                                                                                 
          Total noninterest expense .....................      431                    402
                                                            ------                 ------   
                                                                                 
INCOME BEFORE INCOME TAXES ..............................      384                    258
                                                                                 
INCOME TAX EXPENSE ......................................      147                     89
                                                            ------                 ------   
                                                                                 
NET INCOME ..............................................   $  237                 $  169
                                                            ======                 ======   
                                                                                 
Earnings Per Share ......................................   $ 0.37                 $   NM 
                                                            ======                 ======   
</TABLE>                                                           


NM - Not meaningful as a result of the conversion and  reorganization  completed
on June 6, 1996. 

See notes to consolidated financial statements.

                                        3

<PAGE>
                  WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                              FOR THE THREE MONTHS ENDED
                                                          JUNE 30, 1997            JUNE 30, 1996
                                                          -------------            -------------
<S>                                                          <C>                       <C>                   
INTEREST OPERATING ACTIVITIES
  NET INCOME .............................................   $   237                   $   169               
                                                             =======                   =======
  ADJUSTMENTS TO RECONCILE NET INCOME TO                                             
    NET CASH PROVIDED BY OPERATING ACTIVITIES:                                       
    Depreciation and amortization ........................        17                        16
    Amortization of goodwill .............................        24                        24
    Amortization of stock-bonus plan .....................        12                        12
    Provision for loan losses ............................         8                        35
    Loss on the sale of securities .......................         0                         0
  (INCREASE) DECREASE IN ASSETS:                                                     
    Interest receivable ..................................       180                       (71)
    Prepaid income taxes .................................         0                        23
    Prepaid expenses .....................................       (18)                      193
  INCREASE (DECREASE) IN LIABILITIES:                                                
    Interest payable .....................................        20                        12
    Corporate taxes payable ..............................       107                        65
    Deferred income ......................................         0                         0
    Accrued expenses .....................................       (50)                      109
                                                             -------                   -------
          TOTAL ADJUSTMENTS ..............................       300                       418
                                                             -------                   -------
          NET CASH PROVIDED BY OPERATING ACTIVITIES ......       537                       587
                                                             -------                   -------
                                                                                     
INVESTING ACTIVITIES:                                                                
    Loans made of net repayments .........................      (829)                   (2,401)
    Purchase of investments - net of sales ...............    (1,431)                   (1,469)
    Acquisition of goodwill ..............................         0                         0
    Purchases of office property and equipment ...........        (8)                      (31)
                                                             -------                   -------
          NET CASH USED BY INVESTING ACTIVITIES ..........    (2,268)                   (3,901)
                                                             -------                   -------
                                                                                     
FINANCING ACTIVITIES:                                                                
    Net increase in demand accounts, passbook                                        
      savings accounts, certificates of deposit,                                     
      and individual retirement accounts .................     3,119                     1,087
    Proceeds from sale of stock, net of conversion costs .         0                     3,428
    Dividends paid .......................................       (32)                        0
    Loan Proceeds received ...............................         0                         0
    Purchase of treasury stock ...........................         0                         0
                                                             -------                   -------
        NET CASH PROVIDED BY FINANCING ACTIVITIES ........     3,087                     4,515
                                                             -------                   -------
                                                                                     
     INCREASE (DECREASE) IN CASH EQUIVALENTS .............     1,356                     1,201
                                                                                     
     CASH AND CASH EQUIVALENTS - Beginning of period .....     5,408                     5,208
                                                             -------                   -------
                                                                                     
     CASH AND CASH EQUIVALENTS - End of period ...........   $ 6,764                   $ 6,409
                                                             =======                   =======
                                                                                     
SUPPLEMENTAL DISCLOSURES RELATED TO THE                                              
CONSOLIDATED STATEMENT OF CASH FLOW                                                  
                                                                                     
CASH PAID DURING THE PERIOD FOR:                                                     
   Interest on deposits ..................................   $   958                   $   832
   Income taxes ..........................................   $    40                   $     0
</TABLE>
                                                     
                                        4                             

<PAGE>



                         Westwood Financial Corporation
                   Notes to Consolidated Financial Statements


The consolidated financial statements include the accounts of Westwood Financial
Corporation  (the "Company") and its wholly owned  subsidiary.  Westwood Savings
Bank  (the  "Savings   Bank").   All  significant   intercompany   balances  and
transactions have been eliminated in consolidation.

These  consolidated  financial  statements  were  prepared  in  accordance  with
instructions  for Form 10-QSB and  therefore,  do not  include  all  disclosures
necessary for a complete  presentation of the statement of financial  condition,
statement  of  operations,  and  statement  of cash  flows  in  conformity  with
generally accepted accounting principles. However, all adjustments which are, in
the opinion of management,  necessary for the fair  presentation  of the interim
financial statements have been included and all such adjustments are of a normal
recurring nature.  The results of operations for the three months ended June 30,
1997 are not necessarily  indicative of the results that may be expected for the
fiscal year March 31, 1998 or any other interim period.

The statements  should be read in conjunction with the  consolidated  statements
and related notes which are  incorporated  by reference in the Company's  Annual
Report on Form 10-KSB for the year ended March 31, 1997.


EARNINGS PER SHARE

In February 1997 the Financial  Accounting  Standards Board issued SFAS No. 128,
Earnings per Share.  This statement,  which is effective for fiscal years ending
after  December 15, 1997,  will require an  institution  to change the method by
which it calculates earnings per share. Earlier application of this statement is
not permitted, however, pro forma earnings per share amounts computed using SFAS
No. 128 is permitted.  This statement  will not have a material  effect upon the
Company's calculation of earnings per share.




                                        5

<PAGE>



                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Westwood  Financial  Corporation,  Inc.  (the  "Corporation")  is a  New  Jersey
corporation  organized  in  December  1995  at the  direction  of the  Board  of
Directors of the Westwood  Savings Bank of New Jersey (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  Corporation  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
("Offering") and issued 261,488 shares in exchange for the outstanding shares of
the Bank held by persons other than the Mutual Holding Company.


Comparison of Financial Condition at June 30 and March 31, 1997
---------------------------------------------------------------

Total assets at June 30, 1997  amounted to $111.4  million,  an increase of $3.4
million or 3.16% over total  assets at March 31,  1997.  The  increase in assets
included  $821,000  or  2.04%  increase  in  loan  receivables  due to new  loan
originations,  a $1.4 million  increase in cash and cash  equivalents and a $1.2
million increase in investment securities.  Funding of asset growth was provided
from the increase in deposit accounts.

Total liabilities and shareholders' equity amounted to $111.4 million at June 30
1997,  an  increase  of  $3.4  million  or  3.16%  over  total  liabilities  and
shareholders'  equity at March 31,  1997.  The  increase in  liabilities  is due
primarily  to a $3.1  million  net  increase in  deposits  due to the  Company's
response to the general  increase in rates offered by other bank's in the market
area.  The net increase in  shareholders'  equity of $217,000 is  primarily  the
result of $237,000 net income for the quarter ended June 30, 1997.

The Bank had no non-performing assets at June 30, 1997 or at March 31, 1997.


                                        6

<PAGE>



Results of  Operations - Comparison of Three Months Ended June 30, 1997 and June
30, 1996
--------------------------------------------------------------------------------

General.  Net income for the three month period ended June 30, 1997 was $237,000
compared  to $169,000  for the three  month  period  ended June 30,  1996.  This
increase was due  primarily  to increased  interest  income  offset  somewhat by
increased interest and non-interest expenses.

Interest  Income.  Total interest income increased to $1.9 million for the three
months ended June 30, 1997 from $1.5 million for the three months ended June 30,
1996.  This  increase of $373,000 or 24.72% was due  primarily to an increase of
$75,000 in interest  earned on loans  receivable  due to  increased  residential
lending,  and $298,000 in income on investments and  mortgage-backed  securities
due to higher yields and increased  average balances of such investments  funded
by increased deposits as well as the receipt of proceeds from the Offering.

Interest  Expense.  Total interest expense increased from $844,000 for the three
months  ended June 30, 1996 to  $1,102,000  for the three  months ended June 30,
1997.  This increase was due primarily to an increase in the average  balance of
deposits  from $81.1  million at June 30, 1996 to $89.7 million at June 30, 1997
and $149,000 of interest expense on borrowings from FHLB.

Net Interest Income.  Net interest income  increased  $115,000 or 17.29% for the
three  months  ended June 30, 1997 as compared to the same period ended June 30,
1996. The increase was due to the investment and mortgage-backed  securities, as
described  earlier.  In addition,  the net interest rate spread (the  difference
between the rate earned on interest earning assets and the rate paid on interest
bearing  liabilities)   decreased  by  27  basis  points  from  2.84%  to  2.57%
respectively,  for the three months ended June 30, 1996 as compared to the three
months ended June 30, 1997. Furthermore,  the ratio of average  interest-earning
assets to average  interest-bearing  liabilities increased from 106.3% to 107.8%
during these periods.

Provision for Loan Losses.  At June 30, 1997,  the Bank  decreased its provision
for loan losses by $27,000 or 77%, from the comparable  period in June 1996. The
Bank maintains a provision for losses on loans based upon management's  periodic
evaluation of known and inherent  risks in the loan  portfolio,  the Bank's past
loss experience,  adverse  situations that may affect the borrower's  ability to
repay  loans,  estimated  value of the  underlying  collateral  and  current and
expected  market  conditions.  Based upon a review of these factors,  management
determined  that the Bank's  allowance for loan loss was adequate in view of the
composition  of the Bank's loan  portfolio.  At June 30,  1997,  the Bank's loan
portfolio  consisted  of  approximately  92.85%  of one  to-four  family  loans.
Management  will continue to review its loan  portfolio to determine the extent,
if any, to which further  additional  loss  provisions may be deemed  necessary.
There can be no  assurance  that the  allowance  for losses  will be adequate to
cover  losses  which may in fact be realized  in the future and that  additional
provisions for losses will not be required.

Non-Interest  Income.  Non-interest  income  increased  $13,000  or  43.3%.  The
increase was  primarily  due to an increase in personal  and  business  checking
accounts which resulted in increased fee income.

Non-Interest  Expense.  Non-interest  expense  increased  $29,000  or 7.2%  from
$402,000  for the three  months  ended June 30, 1996 to  $431,000  for the three
months ended June 30, 1996 to $431,000 for the three months ended June 30, 1997.
this  increase  was  primarily  due to a $13,000  increase in  compensation  and
employee  benefits,  $38,000  in other  expenses  offset by a  decrease  in FDIC
insurance and regulatory  expenses ("FDIC  insurance") of $24,000.  Compensation
and employee  benefits  increased due to the additional hiring of staff and FDIC
insurance  decreased  due to the  recapitalization  of the  Savings  Association
Insurance  Fund of the FDIC. The insurance  deposit  premium rate was lowered to
6.7 cents per $100 of deposits from 23 cents per $100 of deposits.  The increase
in other expense were the result of costs  incurred by the holding  company that
was non-existent in the prior year.

Income Tax Expense.  Income tax expense  increased  $58,000 from $89,000 for the
three month  period  ended June 30, 1996 to $147,000  for the three month period
ended June 30, 1997, due to increased earnings.


                                        7

<PAGE>
Liquidity Resources
-------------------

The Bank's  liquidity is a measure of its ability to fund loans, pay withdrawals
of deposits, and other cash outflows in an efficient, cost effective manner. The
Bank's  primary  sources of funds are deposits and  scheduled  amortization  and
prepayment  of loans and  mortgage-backed  securities.  During the past  several
years,  the Bank has used such funds  primarily to fund maturing time  deposits,
pay savings withdrawals, fund lending commitments, purchase new investments, and
increase  liquidity.   The  Bank  is  currently  able  to  fund  its  operations
internally.  Additionally,  sources  of funds  include  the  ability  to utilize
Federal Home Loan Bank of New York  advances  and the ability to borrow  against
mortgage-backed and investment securities. As of June 30, 1997, the Bank had $10
million  in  borrowed   funds.   Loan   payments,   maturing   investments   and
mortgage-backed  security prepayments are greatly influenced by general interest
rates, economic conditions and competition.

The Bank  anticipates  that it will have sufficient  funds available to meet its
current  commitments.  As of June 30, 1997, the Bank had mortgage commitments to
fund loans of $900,000. Also, at June 30, 1997, there were commitments on unused
lines of credit  relating to home equity loans of $2.4 million.  Certifcates  of
deposit  scheduled to mature in one year or less at June 30, 1997 totaled  $50.0
million.  Based on historical deposit withdrawals and outflows,  and on internal
monthly  deposit  reports  monitored by management,  management  believes that a
majority of such  deposits  will remain with the Bank.  As a result,  no adverse
liquidity effects are expected.
At June 30, 1997, the Bank's total liquidity was 59.20%.

Capital Compliance
------------------

The following table sets forth the  institution's  capital  position at June 30,
1997 as compared to the minimum regulatory capital  requirements  imposed on the
institution by the FDIC at that date. The Bank also met the capital requirements
of the New Jersey Department of Banking.
<TABLE>
<CAPTION>

                                                            At June 30, 1997
                                                            ----------------
                                                         Percentage
                                                           Amount       of Assets
                                                           ------       ---------

<S>                                                       <C>             <C>  
GAAP Capital: ...................................         $10,167          9.13%
                                                          =======         =====

Leverage Capital:(1)(2)
Actual Leverage Capital .........................         $ 7,348          6.84%
Leverage Capital Requirement ....................           3,222          3.00%
                                                          -------         -----
  Excess ........................................         $ 4,126          3.84%
                                                          =======         =====
Tier 1 Capital: (1)(3)
  Actual Tier 1 Capital .........................         $ 7,348         18.68%
  Tier 1 Capital Requirement ....................           1,573          4.00%
                                                          -------         -----
  Excess ........................................         $ 5,775         14.68%
                                                          =======         =====
Total Risk-Based Capital:(1)(3)
  Actual Risk-Based Capital .....................         $ 7,574          9.26%
  Risk-Based Capital Requirement ................           3,147          8.00%
                                                          -------         -----
  Excess ........................................         $ 4,427         11.26%
                                                          =======         =====
</TABLE>

(1)  Regulatory  capital  reflects   modifications  from  GAAP  capital  due  to
     identifiable  intangible  assets and  constraints on allowance for loan and
     lease losses.
(2)  Leverage  Capital is computed as a  percentage  of Average  Total Assets of
     $107,393.
(3)  Tier 1 Capital and Total Risk-Based Capital are computed as a percentage of
     Total Risk-Weighted Assets of $39,334.

                                        8

<PAGE>




Key Operating Ratios
--------------------

THE  TABLE  BELOW  SETS  FORTH  CERTAIN  PERFORMANCE  RATIOS OF THE BANK FOR THE
PERIODS INDICATED.

<TABLE>
<CAPTION>

                                                          FOR THE THREE              FOR THE THREE
                                                          MONTHS ENDED               MONTHS ENDED
                                                          JUNE 30, 1997              JUNE 30, 1996
                                                          -------------              -------------


<S>                                                              <C>                    <C>  
RETURN ON AVERAGE ASSETS (net income
  divided by average total assets) (1)                               0.86%                  0.66%

RETURN ON AVERAGE EQUITY (net income
  divided by average equity) (1)                                     9.37%                  9.16%

AVERAGE EQUITY TO AVERAGE ASSETS
  (average equity divided by average total assets)                   9.15%                  8.28%

EQUITY TO ASSETS AT PERIOD END                                       9.13%                 10.60%

INTEREST RATE SPREAD (1) (2)                                         2.74%                  2.84%

NET INTEREST MARGIN (net yield on average
  interest-earning assets)                                           2.89%                  3.09%

AVERAGE INTEREST-EARNING ASSETS TO
  AVERAGE INTEREST-BEARING LIABILITIES                             107.77%                 106.26%

NET INTEREST INCOME AFTER PROVISION FOR
  LOAN LOSSES TO NON-INTEREST EXPENSE                              140.87%                 128.33%

NON-INTEREST EXPENSE TO AVERAGE ASSETS (1)                           2.11%                  2.36%


</TABLE>

(1)  ANNUALIZED.

(2)  INTEREST RATE SPREAD REPRESENTS THE DIFFERENCE BETWEEN THE WEIGHTED AVERAGE
     YIELD  ON  INTEREST-EARNING   ASSETS  AND  THE  WEIGHTED  AVERAGE  RATE  ON
     INTEREST-BEARING  LIABILITIES.  COMPUTED  ON THE BASIS OF  AVERAGE  MONTHLY
     VALUES.

                                        9

<PAGE>



                           PART II - OTHER INFORMATION
                           ---------------------------



         Item 1.   Legal Proceedings
                   -----------------

                   The Corporation is not involved in any material legal
                   proceedings at June 30, 1997. 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
                   Corporation.

         Item 2.   Changes in Securities
                   ---------------------

                   Not applicable.

         Item 3.   Defaults Upon Senior Securities
                   -------------------------------

                   Not applicable.


         Item 4.   Other Information
                   -----------------

                   Not applicable.

         Item 5.   Exhibits and Reports on Form 8-K
                   --------------------------------

                   (a) List of Exhibits
                        3.1    Articles of Incorporation of Westwood
                               Financial Corporation*
                        3.2    Bylaws of Westwood Financial Corporation*
                        4      Specimen Stock Certificate*
                        11     Statement re:  computation of per share earnings
                        27     Financial Data Schedule (electronic filing only)

                   (b) Reports on Form 8-K  -  None

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


                                       10


<PAGE>






                         WESTWOOD FINANCIAL CORPORATION

                                   SIGNATURES



         Pursuant to the  requirements  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.


                           Westwood Financial Corporation



Date:  8/13/97                  By:  /s/William J. Woods
     ------------------         --------------------------------------------
                                William J. Woods
                                Chief Executive Officer
                                (Principal Executive Officer)



Date:  8/13/97                  By:  /s/ George E. Niemczyk
      -----------------         -------------------------------------------
                                George E. Niemczyk
                                Controller
                                (Principal Accounting and Financial Officer)