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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K\A

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ended December 31, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from                   to
                                        -----------------   -----------------
         Commission file number 0-24120


                       WESTERN OHIO FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                              31-1403116
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

                  28 East Main Street
                  Springfield, Ohio                           45501-0719
         (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (513) 325-4683

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES X . NO   .
                                      ---    ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K.[ ]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, computed by reference to the closing price of such stock on
the Nasdaq National Stock Market as of February 21, 1997, was approximately
$49.7 million. (The exclusion from such amount of the market value of the shares
owned by any person shall not be deemed an admission by the registrant that such
person is an affiliate of the registrant.)

         As of February 21, 1997, there were issued and outstanding 2,312,088
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV of Form 10-K - Portions of the Annual Report to Stockholders for
the fiscal year ended December 31, 1996.

Part III of Form 10-K - Portions of the Proxy Statement for Annual Meeting of
Stockholders.




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                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on
             Form 8-K

         (a) (1)  Financial Statements:

         The following information appearing in the Company's Annual Report to
Stockholders for the year ended December 31, 1996, is incorporated by reference
in this Annual Report on Form 10-K as Exhibit 13.

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                                                                                                           Pages in
                                                                                                             Annual
              Annual Report Section                                                                         Report
              ---------------------                                                                         ------

<S>                                                                                                         <C> 
Consolidated Balance Sheets at
  December 31, 1996 and 1995..........................................................................        25
Consolidated Statements of Income for the Years Ended
  December 31, 1996, 1995 and 1994....................................................................      26 - 27
Consolidated Statements of Changes in Stockholders' Equity
  for the Years Ended December 31, 1996, 1995 and 1994................................................      28 - 29
Consolidated Statements of Cash Flows for Years Ended
  December 31, 1996, 1995 and 1994....................................................................      30 - 31
Notes to Consolidated Financial Statements............................................................      32 - 57
Independent Auditors' Report..........................................................................        24
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         (a) (2)  Financial Statement Schedules:

         All financial statement schedules have been omitted as the information
is not required under the related instructions or is inapplicable.



                                       44

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     (a) (3)  Exhibits:

                                                         Reference to Prior
Regulation                                               Filing or Exhibit
S-K Exhibit                                               Number Attached
  Number                  Document                             Hereto
-----------               --------                       ------------------ 
     2          Plan of acquisition, reorganization,            None
                arrangement, liquidation or
                succession
   3 (i)        Certificate of Incorporation                     *
   3 (ii)        Bylaws                                           *
     4          Instruments defining the rights of               *
                security holders, including
                indentures
     9          Voting trust agreement                          None
    10          Material contracts:
                (a)    1995 Stock Option and                     **
                       Incentive Plan
                (b)    Management Recognition Plan               **
                (c)    Employment Agreement with                 **
                       C. William Clark
                (d)    Employment Agreement with                 **
                       Jerry R. Mills
                (e)    Employment Agreement with                 **
                       Thomas A. Estep
                (f)    Employment Agreement with                ***
                       Philip W. Christman
                (g)    Employment Agreement with                ***
                       John T. Heckman
    11          Statement re computation of per                 None
                share earnings
    12          Statements re computation of ratios             None
    13          Annual report to security holders                13
    16          Letter re change in certifying                  None
                accountant
    18          Letter re change in accounting                  None
                principles


                                       45

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                                                             Reference to Prior
Regulation                                                   Filing or Exhibit
S-K Exhibit                                                   Number Attached
  Number                  Document                                 Hereto
-----------     -------------------------------------        ------------------
    21          Subsidiaries of the registrant                       21
    22          Published report regarding matters                  None
                submitted to vote of security holders
    23          Consents of experts and counsel                      23
    24          Power of attorney                                   None
    27          Financial data schedule                              27
    99          Additional exhibits                                 None


----------
*        Incorporated by reference to the Company's Registration Statement
         No. 33-76734.

**       Incorporated by reference to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1994.

***      Incorporated by reference to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended June 30, 1995.

         (b)  Reports on Form 8-K:

         On November 14, 1996, the Company filed a current report on Form 8-K
reporting the acquisition of Seven Hills. No other reports on Form 8-K were
filed during the quarter ended December 31, 1996.

                                       46

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                                   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.

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<S>                                                                 <C>
                                                                    WESTERN OHIO FINANCIAL CORPORATION



Date: March 31, 1997                                                By:  /s/John T. Heckman
                                                                         -----------------------------------------------------
                                                                         John T. Heckman, Interim President and Chief
                                                                         Executive Officer
                                                                         (Duly Authorized Representative)


         Pursuant to the requirements 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 and on the dates indicated.

By:    /s/John T. Heckman                                           By:  /s/David L. Dillahunt
       --------------------------------------------------                -----------------------------------------------------
       John T. Heckman, Interim President and                            David L. Dillahunt, Chairman of
       Chief Executive Officer                                           the Board
       (Principal Executive Officer)

Date:  March 31, 1997                                               Date: March 31, 1997



By:    /s/Howard V. Dodds                                           By:  /s/John E. Field
       --------------------------------------------------                -----------------------------------------------------
       Howard V. Dodds, Director                                         John E. Field, Director

Date: March 31, 1997                                                Date: March 31, 1997



By:    /s/Carl. E. Mumma                                            By:  /s/William N. Scarff
       --------------------------------------------------                -----------------------------------------------------
       Carl. E. Mumma, Director                                          William N. Scarff, Director

Date: March 31, 1997                                                Date: March 31, 1997


By:                                                                 By:
       /s/Jeffrey L. Levine                                              /s/Thomas A. Estep
       --------------------------------------------------                -----------------------------------------------------
       Jeffrey L. Levine, Director                                       Thomas A. Estep, Vice President, Treasurer
                                                                            and Chief Financial Officer
                                                                         (Principal Financial and Accounting Officer)

Date:  March 31, 1997                                               Date: May 2, 1997
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