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 September 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 November 10, 1997: 645,295



<PAGE>



                         WESTWOOD FINANCIAL CORPORATION

                              INDEX TO FORM 10-QSB

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

Item 1.  Financial Statements

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

         Consolidated Statements of Income for the three and six months
         ended September 30, 1997 and 1996 (unaudited)                         3

         Consolidated Statements of Cash Flows for the three and six months
         ended September 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                                                    12

Item 6.  Exhibits and Reports on Form 8-K                                     12

SIGNATURES


<PAGE>



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

                                                      SEPTEMBER 30, 1997      MARCH 31, 1997
                                                      ------------------      --------------
                                ASSETS
                                ------
<S>                                                       <C>                   <C>          
Cash and cash equivalents                                 $   6,302             $   5,408    
Loans receivable, net                                        40,067                40,340
Interest receivable on loans                                    260                   256
FHLB stock, at cost                                             576                   576
Mortgage-backed securities held-to-maturity,                                   
  (market value of $18,311 and $19,581, respectively)        18,111                19,728
Investment securities held-to-maturity,                                        
  (market value of $41,472 and $38,124, respectively)        42,399                38,903
Investment securities available-for-sale,                                      
  (at market value)                                               2                     2
Interest receivable on investments                              855                   852
Property and equipment, net                                     711                   734
Goodwill                                                      1,085                 1,132
Prepaid expenses and other assets                                57                    50
                                                          ---------             ---------
                                                                               
       TOTAL ASSETS                                       $ 110,425             $ 107,981
                                                          =========             =========
                                                                               
               LIABILITIES AND SHAREHOLDERS' EQUITY                            
               ------------------------------------                            
Liabilities:                                                                   
  Demand deposits                                         $  13,778             $  13,111
  Savings deposits                                           75,967                74,622
  Interest payable on deposits                                  131                   124
  Loans and advances payable                                 10,000                10,000
  Other liabilities                                             194                   142
  Dividends payable                                              65                    32
                                                          ---------             ---------
                                                                               
       Total Liabilities                                    100,135                98,031
                                                          ---------             ---------
                                                                               
Commitments and Contingencies (Note 4)                                         
                                                                               
Shareholders' equity:                                                          
  Common stock ($.10 par value, 747,500                                        
    authorized, 645,241 issued and                                             
    outstanding at September 30, 1997                                          
    and March 31, 1997)                                          65                    65
  Paid in capital                                             3,212                 3,212
  Retained earnings                                           7,013                 6,753
  Unearned stock bonus plan shares                                0                   (80)
                                                          ---------             ---------
         Total Shareholders' Equity                          10,290                 9,950
                                                          ---------             ---------
                                                                               
       TOTAL LIABILITIES AND                                                   
         SHAREHOLDERS' EQUITY                             $ 110,425             $ 107,981
                                                          =========             =========
</TABLE>
                                                                     
                                        2

<PAGE>

                  WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                 FOR THE THREE MONTHS     FOR THE SIX MONTHS
                                                 ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                                ----------------------------------------------
                                                   1997       1996          1997       1996
                                                ---------   ---------    ---------   ---------

<S>                                             <C>         <C>          <C>         <C>      
INTEREST INCOME
Loans receivable                                $     774   $     729    $   1,560   $   1,440
Mortgage-backed securities                            328         225          672         449
Investment securities, including O/N deposits         783         591        1,526       1,158
Dividends on FHLB stock                                10           7           19          14
                                                ---------   ---------    ---------   ---------

Total interest income                               1,895       1,552        3,777       3,061

INTEREST EXPENSE
Deposits                                              983         872        1,936       1,716
Borrowings                                            150           0          299           0
                                                ---------   ---------    ---------   ---------
                                                    1,133         872        2,235       1,716

Net interest income                                   762         680        1,542       1,345

Provision for loan losses                               9           5           17          40
                                                ---------   ---------    ---------   ---------

Net interest income after
provision for loan losses                             753         675        1,525       1,305

NONINTEREST INCOME
Miscellaneous charges and fees                         62          34          103          62
Late charges                                            2           1            4           3
                                                ---------   ---------    ---------   ---------

Total noninterest income                               64          35          107          65

NONINTEREST EXPENSE
Compensation and employee benefits                    244         164          423         330
FDIC insurance and regulatory expenses                 27          54           49         100
SAIF Special Assessment                                 0         454            0         454
Depreciation and amortization                          41          41           82          81
Data Processing                                        37          35           71          69
Occupancy                                              35          29           64          57
Loss on sale of securities                              0          17            0          17
Merger acquisition costs                               69           0           69           0
Other                                                 126         124          252         212
                                                ---------   ---------    ---------   ---------

Total noninterest expense                             579         918        1,010       1,320
                                                ---------   ---------    ---------   ---------

INCOME (LOSS) BEFORE INCOME TAXES                     238        (208)         622          50

INCOME TAX EXPENSE                                    118         (58)         265          31
                                                ---------   ---------    ---------   ---------

NET INCOME (LOSS)                               $     120   $    (150)   $     357   $      19
                                                =========   =========    =========   =========

Weighted Average Earnings Per Share             $    0.19   $   (0.23)   $    0.55   $    0.03
                                                =========   =========    =========   =========

Weighted Average Shares Outstanding               645,268     646,700      645,268     549,038

</TABLE>

                                        3
<PAGE>
                  WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED          SIX MONTHS ENDED
                                                          September 30,               September 30,
                                                       -------------------          ------------------
                                                          1997     1996               1997      1996
                                                       -------    -------           -------    -------
<S>                                                    <C>        <C>               <C>        <C>    
INTEREST OPERATING ACTIVITIES
  NET INCOME                                           $   120    $  (150)          $   357    $    19
                                                       =======     =======           ======    =======
  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
    Depreciation                                            18         18                35         34
    Amortization of good will                               23         23                47         47
    Amortization of stock bonus plan                        68         12                80         24
    Provision for loan losses                                9          5                17         40
    Loss on sale of securities                               0         17                 0         17
  (INCREASE) DECREASE IN ASSETS:
    Interest receivable                                   (187)       (51)               (7)      (122)
    Prepaid income taxes                                     0       (104)                0        (81)
    Prepaid expenses                                        11         (6)               (7)       187
  INCREASE (DECREASE) IN LIABILITIES:
    Interest payable                                       (13)       (11)                7          1
    Taxes payable                                          (46)       (88)               61        (23)
    Accrued expenses                                        41        338                (9)       447
                                                       -------    -------           -------    -------
          TOTAL ADJUSTMENTS                                (76)       153               224        571
                                                       -------    -------           -------    -------

          NET CASH PROVIDED BY OPERATING ACTIVITIES         44          3               581        590
                                                       =======    =======          ========    =======

INVESTING ACTIVITIES:
    Loans made of net repayments                         1,085     (1,628)              256     (4,029)
    Purchase of investments - net of sales                (448)    (1,771)           (1,879)    (3,240)
    Acquisition of goodwill                                  0         12                 0        (42)
    Purchase of office property and equipment               (4)       (11)              (12)        12
                                                       -------    -------           -------    -------
           NET CASH PROVIDED (USED BY)
            INVESTING ACTIVITIES                           633     (3,398)           (1,635)    (7,299)
                                                       -------    -------           -------    -------
FINANCING ACTIVITIES:
    Net increase (decrease) in deposit accounts         (1,107)     2,098             2,012      3,185
    Proceeds from sale of stock and reorganization,
       net of conversion costs                              --         --                --      3,428
    Dividends paid                                         (32)       (32)              (64)       (32)
                                                       -------    -------           -------    -------
     NET CASH PROVIDED (USED BY)
       FINANCING ACTIVITIES                             (1,139)     2,066             1,948      6,581
                                                       -------    -------           -------    -------
     INCREASE (DECREASE) IN CASH
       AND CASH EQUIVALENTS                               (462)    (1,329)              894       (128)

     CASH AND CASH EQUIVALENTS - Beginning of period     6,764      6,409             5,408      5,208
                                                       -------    -------           -------    -------

     CASH AND CASH EQUIVALENTS - End of period         $ 6,302    $ 5,080          $  6,302    $ 5,080
                                                       =======    =======          ========    =======

CASH PAID DURING THE PERIOD FOR:
   Interest                                            $ 1,146    $   883           $ 2,104    $ 1,715
   Income taxes                                        $   164    $   135           $   204    $   135

</TABLE>
                                        4
<PAGE>

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997


NOTE 1:  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Westwood Financial
Corporation  (the  "Corporation")  and its a wholly-owned  subsidiary,  Westwood
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  the  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 six months ended
September  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
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes which are  incorporated by
reference in the  Corporation's  Annual Report on Form 10-KSB for the year ended
March 31, 1997.

NOTE 2:  PROPOSED MERGER

On September  10, 1997,  the  Corporation  and  Lakeview  Financial  Corporation
("Lakeview") the holding company of Lakeview Savings Bank ("Lakeview  Savings"),
Paterson,  New Jersey,  signed a definitive  merger agreement  providing for the
merger of the Corporation into Lakeview and the merger of the Bank into Lakeview
Savings.  Shares of the Corporation will be exchanged for $29.25, payable in the
aggregate in the form of 50% cash and 50% Lakeview Common Stock. The transaction
is subject to certain contingencies  including satisfaction of state and federal
regulatory  approvals,  approval of the  shareholders  of the  Corporation and a
receipt of a fairness  opinion by the  Corporation.  It is anticipated  that the
transaction will occur in the first calendar quarter of 1998. The transaction is
expected to be accounted for under the purchase method.

NOTE 3:  STOCK BONUS PLANS

In  conjunction  with the  signing of the letter of intent to merge,  all shares
remaining  in the stock  bonus  plans  vest  immediately.  This  resulted  in an
additional  $56,000 of  amortization  expense  which is being  recognized in the
current quarter.

NOTE 4:  COMMITMENTS AND CONTINGENCIES

On July 2, 1997, the Savings Bank entered into a contract to purchase a tract of
land for $280,000.  The contract is contingent  upon receiving all municipal and
government  approvals,  as required.  The land may be used for a possible branch
site.



                                        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 the 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 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.

On September 10, 1997, the Corporation and Lakeview Financial Corp. ("Lakeview")
the holding company of Lakeview Savings Bank ("Lakeview Savings"), Paterson, New
Jersey,  signed a definitive  merger  agreement  providing for the merger of the
Corporation  into  Lakeview  and the merger of the Bank into  Lakeview  Savings.
Shares of the Corporation will be exchanged for $29.25, payable in the aggregate
in the  form of 50% cash and 50%  Lakeview  Common  Stock.  The  transaction  is
subject to certain  contingencies  including  satisfaction  of state and federal
regulatory  approvals,  approval of the  shareholders  of the  Corporation and a
receipt of a fairness  opinion by the  Corporation.  It is anticipated  that the
transaction will occur in the first calendar quarter of 1998. The transaction is
expected to be accounted for under the purchase method.

Financial Condition at September 30, 1997
-----------------------------------------

Total assets at September  30, 1997 amounted to $110.4  million,  an increase of
$2.4  million,  or 2.26% over total assets at March 31, 1997.  This increase was
due primarily to a $1.9 million increase in investment  securities,  an increase
of $900,000 in cash and cash  equivalents,  offset by a net decrease of $300,000
in loans  receivable.  Funding of asset growth was provided from the increase in
deposit accounts.  Total liabilities amounted to $100.1 million at September 30,
1997, an increase of $2.1 million, or 2.14%, over total liabilities at March 31,
1997.  The  increase  in  liabilities  is due  primarily  to a $2.0  million net
increase  in  deposits,  which  resulted  in the Bank's  response to the general
increase in rates offered by other bank's in the market area.

On July 2, 1997, the Savings Bank entered into a contract to purchase a tract of
land for $280,000.  The contract is contingent  upon receiving all municipal and
government  approvals,  as required.  The land may be used for a possible branch
site.

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

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

Net Interest Income. Net interest income increased  $82,000,  or 12.06%, for the
three  months  ended  September  30, 1997 as  compared to the same period  ended
September  30,  1996.  The  primary  reason for the  increase  was that  average
balances of cash and  investments  securities  increased  $15.8 million  due  to
the purchase and sales of investment  securities  during the three months  ended
September 30, 1997 compared to the same period in 1996. Declining interest rates
partially offset the increase in net interest  income.  The interest rate spread
and net interest  margin  declined to 2.50% and 2.83%,  respectively  during the
three months ended September 30, 1997 compared to 2.69% and 3.05%,  respectively
for the same period in 1996.  The lower  interest  rate spread and net  interest
margin are primarily due to a lower yield on earning  assets and higher costs of
funds in the second quarter of 1997.


                                        6

<PAGE>



Provision  for Loan  Losses.  At  September  30, 1997,  the Bank  increased  its
provision  for loan losses by $4,000,  from the  comparable  period in September
1996  due to a  potential  loss  on a  consumer  loan.  The  loan  is  currently
performing.

Non-Interest Income. Non-interest income increased $19,000, or 54.29% during the
period ended  September 30, 1997, as compared to the same period ended September
30, 1996.  This increase was  primarily  due to a $9,000  increase in fee income
from  additional  checking  account  activity,  increased ATM fees and increased
prepayment penalties.

Non-Interest  Expense.  Non-interest  expense decreased  $339,000 or 36.93% from
$918,000 for the three months ended September 30, 1996 to $579,000 for the three
months ended  September 30, 1997. This decrease in expenses was primarily due to
the $456,000 one time special SAIF  assessment  that occurred in September 1996,
and a decrease in FDIC insurance and regulatory  expenses of $27,000,  offset by
an $80,000 increase in compensation and employee  benefits and $69,000 in merger
expenses  relating  to legal and  accounting  expenses  regarding  the  proposed
merger.  The increase in compensation and employee benefits was primarily due to
an  additional  $56,000  expense to fully  amortize  the stock bonus  plans.  In
conjunction  with the  signing  of the  letter of intent  to merge,  all  shares
remaining in the stock bonus plans vest immediately.

Results of  Operations - Comparison  of Six Months Ended  September 30, 1997 and
1996
--------------------------------------------------------------------------------

Net Interest Income. Net interest income increased $197,000,  or 14.65%, for the
six months  ended  September  30,  1997 as  compared  to the same  period  ended
September  30,  1996.  The  primary  reason for the  interest  was that  average
balances of cash and investments  securities  increased $16.1 milion due  to the
purchase  and  sales  of  investment  securities  during  the six  months  ended
September 30, 1997 compared to the same period in 1996. Declining interest rates
partially offset the increase in net interest  income.  The interest rate spread
and net interest margin declined to 2.51% and 2.83%, respectively during the six
months ended  September 30, 1997 compared to 2.78% and 3.07%,  respectively  for
the same period in 1996. The lower interest rate spread and net interest  margin
are primarily  due to a lower yield on earning  assets and higher costs of funds
for the first six months of 1997.

Provision  for Loan  Losses.  At  September  30, 1997,  the Bank  decreased  its
provision for loan losses by $23,000 or 57.50%,  from the  comparable  period in
September,  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 losses
was  adequate  in view of the  composition  of the  Bank's  loan  portfolio.  At
September  30,  1997,  the Bank's loan  portfolio  consisted of 88.31% of one-to
four-family loans.

Non-Interest Income.  Non-interest income increased $32,000 from $19,000 for the
six  months  ended  September  30,  1996 to  $65,000  for the six  months  ended
September 30, 1997, primarily due to a $20,000 increase in checking account fees
and a $10,000 increase in ATM fees.

Non-Interest Expense.  Non-interest expense decreased $310,000 from $1.3 million
to $1.0 million  during the  comparable  periods  ending  September 30, 1996 and
1997, respectively. This decrease was primarily due to the one-time SAIF special
assessment of $454,000 made in 1996 offset by a $93,000 increase in compensation
and  employee  benefits,  $69,000  in  merger  expenses  relating  to legal  and
accounting  expenses of the proposed merger and $40,000 in other  expenses.  The
increase in compensation and employee benefits was primarily due to amortization
of the stock bonus plans as  previously  discussed  and the hiring of additional
staff.  In regard  to the  increase  in other  expenses,  there  was no  expense
included in this category that increased materially.


                                        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 September 30, 1997, the Bank
had $10 million in borrowed funds.

The Bank  anticipates  that it will have sufficient  funds available to meet its
current commitments. As of September 30, 1997, the Bank had mortgage commitments
to fund  loans  of $1.1  million.  Also,  at  September  30,  1997,  there  were
commitments  on unused  lines of credit  relating to home  equity  loans of $2.6
million.  Certificates  of  deposit  scheduled  to mature in one year or less at
September  30,  1997  totaled  $52.5  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
September 30, 1997, the Bank's total liquidity was 59.27%.

                                        8

<PAGE>




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

The following table sets forth the  institution's  capital position at September
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 September 30, 1997
                                             ------------------------------
                                             Amount               of Assets
                                             ------               ---------

<S>                                          <C>                     <C>          
GAAP Capital:                                $10,290                 9.32%        
                                             =======                =====
                                                                 
Leverage Capital:(1)(2)                                          
Actual Leverage Capital                      $ 7,760                 7.18%
Leverage Capital Requirement                   3,243                 3.00%
                                             -------                -----
  Excess                                     $ 4,517                 4.18%
                                             =======                =====
Tier 1 Capital: (1)(3)                                           
  Actual Tier 1 Capital                      $ 7,760                19.22%
  Tier 1 Capital Requirement                   1,615                 4.00%
                                             -------                -----
  Excess                                     $ 6,145                15.22%
                                             =======                =====
Total Risk-Based Capital:(1)(3)                                  
  Actual Risk-Based Capital                  $ 7,995                19.80%
  Risk-Based Capital Requirement               3,230                 8.00%
                                             -------                -----
  Excess                                     $ 4,765                11.80%
                                             =======                =====
</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
     $108,112.
(3)  Tier 1 Capital and Total Risk-Based Capital are computed as a percentage of
     Total Risk-Weighted Assets of $40,370.

                                        9

<PAGE>




Key Operating Ratios

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

                                                FOR THE THREE MONTHS   FOR THE SIX MONTHS
                                                ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                -------------------    -------------------

                                                  1997      1996       1997      1996
                                                  ----      ----       ----      ----

<S>                                             <C>      <C>         <C>       <C>  
RETURN ON AVERAGE ASSETS (net income
  divided by average total assets) (1)            0.43%    (0.65%)     0.65%     0.04%

RETURN ON AVERAGE EQUITY (net income
  divided by average equity) (1)                  4.67%    (6.19%)     7.00%     0.44%

INTEREST RATE SPREAD (1) (2)                      2.50%     2.69%      2.51%     2.78%

NET INTEREST MARGIN (net yield on average
  interest-earning assets)                        2.83%     3.05%      2.83%     3.07%

NON-PERFORMING ASSETS TO TOTAL ASSETS              N/A       N/A        N/A       N/A

AVERAGE INTEREST-EARNING ASSETS TO
  AVERAGE INTEREST-BEARING LIABILITIES          107.91%   109.20%    107.84%   107.50%

NET INTEREST INCOME AFTER PROVISION FOR
  LOAN LOSSES TO NON-INTEREST EXPENSE           130.05%    79.20%    150.99%    97.47%

NON-INTEREST EXPENSE TO AVERAGE ASSETS (1)        2.10%     3.62%      1.83%     3.00%

</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.




                                       10

<PAGE>



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


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

                           The  Corporation  was not  involved  in any  material
                           legal  proceedings  at September 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.           Submission of Matters to a Vote of Security Holders
                           ---------------------------------------------------

                           The Annual Meeting of Shareholders of the Corporation
                           was held on July 15,  1997  and the  following  items
                           were acted upon:

                           1.      Election of  directors  William J. Woods  and
                           Harry Randall, Jr. for a term of three  years  ending
                           in 2000.  Messrs. Woods and Randall were both elected
                           for a term of three years by the following vote:
<TABLE>
<CAPTION>

                                                              FOR                         WITHHELD
                                                   --------------------------     ----------------------------
                                                   # of Votes     % of Shares     # of Votes     % of Shares

<S>                        <C>                       <C>              <C>              <C>            <C>
                           William J. Woods          555,762          99%              6030           1%


                           Harry Randall, Jr.        555,712          99%              6080           1%
</TABLE>

                           2. The ratification of the 1997 Directors Stock Plan.
                           The number of abstention and the percentage of shares
                           were  12,929  and   2.3%,   respectively.   The  1997
                           Directors  Stock Plan was  ratified by the  following
                           vote:

<TABLE>
<CAPTION>
                                                              FOR                         WITHHELD
                                                   --------------------------     -----------------------------
                                                   # of Votes     % of Shares     # of Votes     % of Shares

<S>                                                  <C>            <C>             <C>               <C>
                                                     481,691        85.71%          67,222            12%

</TABLE>
                                       11

<PAGE>





                           3. The ratification of the appointment of RD Hunter &
                           Company LLP as auditors for the  Corporation  for the
                           fiscal  year  ending  March 31,  1998.  The number of
                           abstention  and the percentage of shares were 631 and
                           1%,  respectively.  RD  Hunter  &  Company  LLP   was
                           ratified  as  the   Corporation's   auditors  by  the
                           following vote:
<TABLE>
<CAPTION>
                                                              FOR                          WITHHELD
                                                   --------------------------     ----------------------------

                                                   # of Votes     % of Shares     # of Votes     % of Shares

<S>                                                  <C>             <C>             <C>            <C> 
                                                     555,161         98.8%           6,050          .01%
</TABLE>


         Item 5.           Other Information
                           -----------------
                           Not applicable.

         Item 6.           Exhibits and Reports on Form 8-K
                           --------------------------------
<TABLE>
<CAPTION>
                           (a)     List of Exhibits

<S>                        <C>     <C>
                           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)

</TABLE>
----------------------
*      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
                                   On September 10, 1997, the Corporation  filed
                                   a Form 8-K reporting  the announcement of the
                                   definitive  merger  agreement  with  Lakeview
                                   Financial Corp.



                                       12

<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: 11/12/97                     By:  /s/William J. Woods
     ---------                     ---------------------------------------------
                                   William J. Woods
                                   Chief Executive Officer
                                   (Principal Executive Officer)
                            
                            
                            
Date: 11/12/97                By:  /s/George E. Niemczyk
     ---------                     ---------------------------------------------
                                   George E. Niemczyk
                                   Controller
                                   (Principal Accounting and Financial Officer)