As Filed With the Securities and Exchange Commission on June 10, 2005

Registration No. 333-_________

11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 258-5880

(Address, including Zip Code, and telephone number,
including area code, of Registrant’s principal executive offices)

Donald J. Stephens
Wauwatosa Holdings, Inc
11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 258-5880

(Name, address, including zip Code, and telephone number,
including area code, of agent for service)

     Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after this registration statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ______

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ______

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ______

     If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o ______

Calculation of Registration Fee

      The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section  8(a) , may determine.

Wauwatosa Holdings, Inc.

     Wauwatosa Savings Bank, Wauwatosa, Wisconsin, is reorganizing into the mutual holding company form of organization. Wauwatosa Savings Bank will become a wholly-owned subsidiary of Wauwatosa Holdings, Inc., a Wisconsin stock corporation to be formed as part of the reorganization that will be the direct holder of all of the shares of Wauwatosa Savings Bank’s stock. As part of the reorganization, Wauwatosa Holdings is offering for sale up to 7,935,000 shares of its common stock. The shares being offered represent 30% of Wauwatosa Holdings’ outstanding common stock following the offering. In addition, we intend to issue shares of Wauwatosa Holdings common stock as a contribution to a charitable foundation equal to 5.50% of the total of the shares sold in the offering and those contributed to the charitable foundation, or 1.65% of all shares issued and outstanding following the offering. After the offering, approximately 68.35% of Wauwatosa Holdings’ outstanding common stock will be owned by Lamplighter Financial, MHC, our Wisconsin-chartered mutual holding company parent to be formed as part of the reorganization.

     We must sell a minimum of 5,865,000 shares in order to complete the offering, and we will terminate the offering if we do not sell the minimum number of shares. We may sell up to 9,125,250 shares because of regulatory considerations or changes in market or economic conditions without resoliciting subscribers. The offering is scheduled to terminate at noon, Wisconsin time, on                      , 2005. We may extend the termination date without notice to you, until                      , 2005, unless the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation approve a later date, which may not be beyond                      ___, 200_.

     The minimum purchase is 25 shares of common stock. The maximum purchase that an individual may make through a single deposit account is $500,000, and no person by himself, or with an associate or group of persons acting in concert may purchase more than $500,000. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond                      , 2005. If the offering is extended beyond                      , 2005, subscribers will have the right to modify or rescind their stock purchase orders. Funds received prior to the completion of the offering will be held in an account at Wauwatosa Savings Bank and will bear interest at our regular savings rate, which is currently 0.50% APY. If the offering is terminated, subscribers will have their funds returned promptly, with interest.

     Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. Subscribers will not pay any commissions to purchase shares of common stock in the offering. There is currently no public market for the common stock. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in the common stock, but is under no obligation to do so. We expect that the common stock of Wauwatosa Holdings will be quoted on the Nasdaq National Market under the symbol “___”.

This investment involves risk, including the possible loss of principal.

     THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE WISCONSIN DEPARTMENT OF FINANCIAL INSTITUTIONS, THE FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR HAS DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                         
Keefe, Bruyette & Woods
For information on how to subscribe, call the Stock Information Center at (___) ___ -______.
The date of this prospectus is                      , 2005

[MAP]

TABLE OF CONTENTS

SUMMARY

      The following summary explains selected information regarding the reorganization, the offering of common stock by Wauwatosa Holdings, Inc. and the business of Wauwatosa Savings Bank. We have included a summary of material information; however, no summary can contain all the information that may be important to you. For additional information, you should read this prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements.

Our Reorganization

     Wauwatosa Savings Bank is reorganizing into the mutual holding company form of organization. As part of the reorganization, we will form Wauwatosa Holdings, Inc., a mid-tier stock holding company, and Lamplighter Financial, MHC, a mutual holding company. As part of the transaction, Wauwatosa Savings Bank will convert from a mutual to a stock savings bank. At the conclusion of the reorganization, Wauwatosa Holdings will own all of the stock of Wauwatosa Savings Bank and, in turn, will be partially owned by Lamplighter Financial, MHC. In this prospectus, we refer to Wauwatosa Savings Bank, both before and after the reorganization, as Wauwatosa Savings, and to Wauwatosa Holdings, Inc. as Wauwatosa Holdings.

     The same directors who manage Wauwatosa Savings will manage Wauwatosa Holdings and Lamplighter Financial, MHC. Certain of the officers from Wauwatosa Savings will serve as officers of both Wauwatosa Holdings and Lamplighter Financial, MHC, without additional compensation.

     This chart shows our current ownership structure.

     This chart shows our new ownership structure, which is commonly referred to as the two-tier mutual holding company structure. The new structure reflects completion of the reorganization and the stock offering.

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The Companies

      Lamplighter Financial, MHC

     As part of our reorganization, Wauwatosa Savings will organize Lamplighter Financial, MHC as a Wisconsin-chartered mutual savings bank holding company which will be registered as a bank holding company with the Federal Reserve. After the completion of the stock offering, Lamplighter Financial, MHC is expected to own 68.35% of Wauwatosa Holdings’ outstanding common stock. So long as Lamplighter Financial, MHC exists, it is required to own a majority of the voting stock of Wauwatosa Holdings. As a result, shareholders other than Lamplighter Financial, MHC will not be able to exercise voting control over most matters put to a vote of shareholders of Wauwatosa Holdings. Lamplighter Financial, MHC, through its Board of Directors, will be able to exercise voting control over most matters put to a vote of shareholders. Lamplighter Financial, MHC’s main office is located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

      Wauwatosa Holdings, Inc.

     Upon completion of the reorganization and offering, Wauwatosa Holdings will be the Wisconsin-chartered mid-tier stock holding company for Wauwatosa Savings, and will own 100% of the common stock of Wauwatosa Savings. Wauwatosa Holdings will not initially have any significant assets other than the stock of Wauwatosa Savings and the proceeds retained from the stock offering. Wauwatosa Holdings has not engaged, and does not currently intend to engage in any business activity after the offering other than owning the common stock of Wauwatosa Savings and investing in marketable securities. Wauwatosa Holdings’ main office is located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

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      Wauwatosa Savings Bank

     Wauwatosa Savings Bank is a Wisconsin-chartered savings bank headquartered in Wauwatosa, Wisconsin, a suburb of Milwaukee. Wauwatosa Savings was originally founded in 1921 as a state-chartered building and loan association. Wauwatosa Savings conducts substantially all of its business from six banking offices. Wauwatosa Savings’ executive officers are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

     At March 31, 2005, we had total assets of $1.34 billion, total deposits of $ 1.09 billion and equity of $130 million. Our principal business activities include the origination of mortgage loans secured by one- to four-family residential real estate, over four-family real estate, commercial real estate, and residential construction loans. Wauwatosa Savings offers a variety of deposit accounts, including non-interest- and interest-bearing demand deposits, savings and money market deposits and certificates of deposit. Deposits, particularly certificates of deposit, are our primary source of funds for our lending and investing activities.

Business Strategy

     Some highlights of our business strategy are as follows:

	•	Remaining a Community-Oriented Institution . Our focus will be to retain our essentially mutual, community oriented charter and reinvest the proceeds of the offering consistent with our historical and continued commitment to meet the financial needs of the communities we serve and provide quality personal service to our customers.
	•	Continuing Emphasis on Residential Real Estate Lending. We intend to continue our emphasis on the origination of residential real estate loans, especially over four-family loans. Expanded product offerings will help leverage our planned branch network expansion.
	•	Expansion within Our Market Area. We plan to expand our branch network in the next few years by adding one to two branches each year within our existing market area, defined as Milwaukee and Waukesha counties and each of the other six contiguous counties. The additional capital raised in the offering will provide support for this growth.
	•	Maintaining High Asset Quality . We have emphasized maintaining strong asset quality by following conservative underwriting criteria, and by exclusively originating loans secured by real estate in relatively favorable economic and real estate market conditions.

     For a more detailed description of our products and services see “BUSINESS OF WAUWATOSA SAVINGS BANK” beginning on page ___. See also “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

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OPERATIONS—Business Strategy” beginning on page ___ for a discussion of our business strategy.

The Plan of Reorganization and Minority Stock Issuance

     The Board of Directors of Wauwatosa Savings adopted the Plan of Reorganization, including the Stock Issuance Plan, on May 17, 2005, as amended on June 3, 2005, under which: (i) Wauwatosa Holdings and Lamplighter Financial, MHC will be formed and (ii) Wauwatosa Holdings will issue a minority of its capital stock to persons other than Lamplighter Financial, MHC as described immediately below. Upon completion of the reorganization, Wauwatosa Holdings will own 100% of the common stock of Wauwatosa Savings. Lamplighter Financial, MHC will own a majority of the shares and will have control of Wauwatosa Holdings. Wauwatosa Savings, Wauwatosa Holdings, and Lamplighter Financial, MHC will all be Wisconsin chartered.

The Stock Offering

     State and federal law require that Lamplighter Financial, MHC own a majority of the outstanding shares of common stock of Wauwatosa Holdings. Accordingly, the shares that we are permitted to sell in the stock offering must represent a minority of our outstanding shares of common stock. Based on these restrictions, Wauwatosa Savings’ Board of Directors has decided to sell 30% of Wauwatosa Holdings’ outstanding shares of common stock in the stock offering. In addition, we intend to contribute shares of common stock, equal to 1.65% of the shares outstanding following the offering, to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, a local charitable foundation. The remaining 68.35% will be held by Lamplighter Financial, MHC.

     Lamplighter Financial, MHC has no plans, understandings or agreements, whether written or oral, to sell or otherwise dispose of its majority ownership interest in the common stock of Wauwatosa Holdings. However, Lamplighter Financial, MHC may convert to stock form in the future by offering its interest in Wauwatosa Holdings for sale to depositors and others in a subscription and community offering. Lamplighter Financial, however, has no plans to convert to stock form.

Reasons for the Reorganization and the Stock Offering

     The primary reasons for the reorganization and our decision to conduct the offering are to: (1) change our form of organization into a stock form, which will provide us with greater operating flexibility and allow us to better compete with other financial institutions; (2) increase our capital to support future growth and profitability; (3) offer our depositors, employees, management and directors an equity ownership interest in Wauwatosa Holdings and thereby obtain an economic interest in its future success; and (4) retain the characteristics of a mutual organization. The mutual holding company structure will allow our mutual holding company to retain voting control over most decisions to be made by Wauwatosa Holdings shareholders.

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     The reorganization and the capital raised in the offering is expected to:

	(1)	Help us remain an independent community bank by giving us the financial strength to grow our bank and better enable us to serve our customers in our market area;
	(2)	Enable us to increase lending limits and support our emphasis on over four-family real estate lending;
	(3)	Provide additional funding to continue the growth of our branch network in our market area;
	(4)	Help us retain and attract qualified management through stock-based compensation plans; and
	(5)	Enhance our ability to support the communities we serve through the funding of the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation.

Terms of the Offering

     We are offering between 5,865,000 and 7,935,000 shares of common stock of Wauwatosa Holdings to qualified depositors, tax-qualified employee plans, members, officers, directors, and employees of Wauwatosa Savings and to the public to the extent shares remain available. The offering price of the shares of common stock is $10.00 per share.

     The maximum number of shares we sell in the offering may increase by up to 15%, to 9,125,250 shares, as a result of regulatory considerations, strong demand for the shares of common stock in the offering, or positive changes in financial markets in general and with respect to financial institution stocks in particular. Unless the pro forma market value of Wauwatosa Holdings decreases below $195.5 million or increases above $304.2 million, you will not have the opportunity to change or cancel your stock purchase order.

     Keefe, Bruyette & Woods, Inc., our marketing advisor in connection with the offering, will use its best efforts to assist us in selling our shares of common stock, but Keefe, Bruyette & Woods, Inc. is not obligated to purchase any shares in the offering.

     We also intend to contribute shares of common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, equal to 5.50% of the total of the shares sold in the offering, representing 1.65% of all shares issued and outstanding after the offering.

Persons Who May Order Stock in the Offering

     We are offering the shares of common stock of Wauwatosa Holdings in a “subscription offering” in the following descending order of priority:

(1)

Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on April 30, 2004;

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	(2)	The tax-qualified employee benefit plans of Wauwatosa Savings (including our employee stock ownership plan);
	(3)	Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on                      , 2005 who do not qualify under priority (1) above;
	(4)	Depositors on                      , 2005, who do not qualify under priorities (1) or (3) above; and
	(5)	Employees, officers and directors of Wauwatosa Savings or Wauwatosa Holdings who do not qualify under one of the previous priorities.

     Our employee stock ownership plan intends to purchase 8% of the total of the shares sold in the offering and those contributed to the charitable foundation if sufficient shares remain following the satisfaction of orders from subscribers in the first category. If insufficient shares remain, our employee stock ownership plan intends to purchase such shares in the open market following the reorganization.

     If any shares of our common stock remain unsold in the subscription offering, we will offer such shares for sale in a community offering. Natural persons residing in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Jefferson, Walworth and Racine Counties, Wisconsin will have a purchase preference in any community offering. Shares also may be offered to the general public. The community offering, if any, may commence concurrently with, during or promptly after, the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Keefe, Bruyette & Woods, Inc. and would commence as soon as practicable after the termination of the subscription offering and would be open to the general public beyond the local community. We have the right to accept or reject, in our sole discretion, any orders received in the community offering and the syndicated community offering.

     To ensure a proper allocation of stock, each eligible account holder must list on his or her stock purchase order form all deposit accounts in which he or she had an ownership interest on the earliest of the three qualifying dates. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. We will strive to identify your ownership in all accounts, but cannot guarantee that we will identify all accounts in which you have an ownership interest. Our interpretation of the terms and conditions of the Plan of Reorganization and Stock Issuance Plan and of the acceptability of the stock purchase order forms will be final.

Limits on the Amount of Common Stock You May Purchase

     The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account, may purchase more than $500,000 (50,000 shares of common stock). If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $500,000 (50,000 shares of common stock):

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	•	Your parents, spouse, sisters, brothers, children, or anyone married to any of these persons, who live in the same house as you;
	•	Persons exercising subscription rights through qualifying deposits registered to the same address;
	•	Companies, trusts or other entities in which you have a 10% or greater financial interest or hold a management position; or
	•	Other persons who may be acting together with you as associates or persons acting in concert.

     A detailed discussion of the limitations on purchases of common stock by an individual and persons acting together is set forth under the caption “THE REORGANIZATION AND STOCK OFFERING—Limitations on Common Stock Purchases” beginning on page ___.

     Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation without regard to these purchase limitations.

How We Determined to Offer Between 5,865,000 Shares and 7,935,000 Shares and the $10.00 Price Per Share

     We decided to offer between 5,865,000 shares and 7,935,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC, a firm experienced in appraisals of financial institutions. RP Financial is of the opinion that as of May 20, 2005, the estimated pro forma market value of the common stock of Wauwatosa Holdings on a fully converted basis was between $195.5 million and $264.5 million with a midpoint of $230.0 million. The term “fully converted” means that RP Financial assumed that 100% of our common stock had been sold to the public, rather than the 31.65% that will be issued in the offering and contributed to the charitable foundation.

     In preparing its appraisal, RP Financial considered the information contained in this prospectus, including our consolidated financial statements. RP Financial also considered the following factors, among others:

	•	the present and projected operating results and financial condition of Wauwatosa Holdings and Wauwatosa Savings and the economic and demographic conditions in Wauwatosa Savings’ existing market area;
	•	certain historical, financial and other information relating to Wauwatosa Savings;
	•	a comparative evaluation of the operating and financial statistics of Wauwatosa Savings with those of other similarly situated publicly traded savings banks and mutual holding companies;
	•	the aggregate size of the common stock offering;

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	•	the impact of the stock offering on Wauwatosa Holdings’ consolidated equity and earnings potential; and
	•	the trading market for securities of comparable institutions and general conditions in the market for such securities.

     In addition, we intend to issue shares of common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation. The shares will be equal to 5.50% of the total of the shares sold in the offering, representing 1.65% of all shares issued and outstanding after the offering. The contribution of common stock to the charitable foundation will have the effect of reducing our pro forma valuation. See “COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION” beginning on page ___of this prospectus.

     In reviewing the appraisal, our Board of Directors considered the methodologies and the appropriateness of the assumptions used by RP Financial in addition to the factors listed above, and our Board of Directors believes that these assumptions were reasonable.

     The Board of Directors determined that the common stock should be sold at $10.00 per share and that 31.65% of the shares of our common stock should be issued in the offering (including the shares issued to the charitable foundation), and 68.35% should be held by Lamplighter Financial, MHC, after giving effect to the contribution of common stock to the charitable foundation. Based on the estimated valuation range and the purchase price, the number of shares of our common stock that will be outstanding upon completion of the stock offering will range from 19,550,000 to 26,450,000 (subject to adjustment to 30,417,500), and the number of shares of our common stock that will be sold in the stock offering will range from 5,865,000 shares to 7,935,000 shares (subject to adjustment to 9,125,250 shares), with a midpoint of 6,900,000 shares. The number of shares that Lamplighter Financial, MHC will own after the offering will range from 13,362,425 shares to 18,078,575 shares (subject to adjustment to 20,790,361 shares). The estimated valuation range may be amended with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, if required, or if necessitated by subsequent developments in the financial condition of Wauwatosa Savings or market conditions generally.

     The appraisal will be updated before we complete the stock offering. If the pro forma market value of the common stock (including the shares retained by Lamplighter Financial, MHC) at that time is either below $195.5 million or above $304.2 million, then, after consulting with the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, we may: terminate the stock offering and return promptly all funds; extend or hold a new subscription or community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. Under such circumstances, we will notify you, and you will have the opportunity to change or cancel your stock purchase order. In no event may the stock offering be extended beyond                      ___, 200_.

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     Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price to the issuer’s annual net income. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity and represents the difference between the issuer’s assets and liabilities. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded mutual holding companies that RP Financial considered to be comparable to us.

     The following table presents a summary of selected pricing ratios for the peer group companies and for us utilized by RP Financial in its appraisal. These ratios are based on earnings for the 12 months ended March 31, 2005 and book value as of March 31, 2005.

     The following table presents a summary of selected pricing ratios for the peer group companies with such ratios adjusted to their fully converted equivalent basis, and the resulting pricing ratios for Wauwatosa Holdings on a fully converted equivalent basis (i.e., the pro forma market value of Wauwatosa Savings assuming that 100% of the shares of Wauwatosa Savings were sold in a public offering). Compared to the average fully converted pricing ratios of the peer group, Wauwatosa Holdings’ pro forma fully converted pricing ratios at the maximum of the offering range indicated a premium of 6.7% on a price-to-earnings basis and a discount of 18.8% on a price-to-book basis. At the minimum and maximum of the valuation range a share of common stock is priced at 21.11 times and 28.50 times Wauwatosa Holdings’ earnings. The peer group companies, as of May 20, 2005, traded on average at 26.70 times earnings. The median trading price of the peer group common stock was at 26.53 times earnings. At the minimum and maximum of the valuation range, the common stock is valued at 66.97% and 75.77%, respectively, of Wauwatosa Holdings’ pro forma book value. This represents a discount to the average trading price to book value of peer group companies, which as of May 20, 2005, averaged 93.36%. As of May 20, 2005, the median trading price of peer group companies was 91.20% of the book value of these companies.

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     In preparing the fully converted pricing ratio analysis, RP Financial assumed offering expenses equal to 2.0% of the gross proceeds, a pre-tax reinvestment rate of 3.43% of the net proceeds of the offering, a tax rate of 36.50%, purchases by the employee stock ownership plan equal to 8.0% of the offered shares, funded with a loan from Wauwatosa Holdings with a 10 year term, purchases by the recognition and retention plan equal to 4.0% of the offered shares with a five-year vesting scheduled and the adoption of a stock option plan equal to 10.0% of the offered shares. Shares of common stock purchased by the recognition and retention plan were assumed at $10.00 per share. The stock options were assumed to be granted with an exercise price of $10.00 per share, vest over a five-year period and have a term of 10 years.

      The independent appraisal does not indicate stock market value. Do not assume or expect that Wauwatosa Holdings’ valuation as indicated above means that the common stock will trade at or above the $10.00 purchase price after the stock offering.

After-Market Performance of Mutual-to-Stock Conversions

     The following table provides information regarding the after market performance of the “first step” mutual holding company offerings completed from January 1, 2004 through May 20, 2005. As part of its appraisal of our pro forma market value, RP Financial considered the after market performance of mutual-to-stock conversions completed in the three months prior to May 20, which was the date of its appraisal report. RP Financial considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.

“First-Step” Mutual Holding Company Offerings with
Completed Closing Dates between January 1, 2004 and May 20, 2005

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      This table is not intended to be indicative of how our stock may perform. Furthermore, this table presents only short-term price performance with respect to several companies that only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies. Stock price appreciation is affected by many factors, including, but not limited to general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Wauwatosa Holdings, the pricing ratios for their stock offerings may be different from the pricing ratios for Wauwatosa Holdings common stock and the market conditions in which these offerings were completed may be different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “RISK FACTORS” beginning on page ___.

     You should be aware that, in certain market conditions, stock prices of thrift IPOs have decreased. For example, as the above table illustrates, the stock of 10 companies traded at or below their initial offering price at various times through May 20, 2005. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent first-step mutual holding company offerings.

Our Issuance of Shares of Common Stock to the Charitable Foundation

     To further our responsibility to our local community, we intend to contribute shares of our common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation. We will issue shares of our common stock, ranging from 322,575 shares at the

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minimum of the valuation range to 501,889 shares at the maximum, as adjusted, of the valuation range, having an initial market value of $3.2 million at the minimum of the valuation range and $5.0 million at the maximum, as adjusted, of the valuation range, to the charitable foundation. We do not expect, at the present time, to issue additional shares of common stock or make other contributions to the charitable foundation in the future. As a result of the issuance of shares to the charitable foundation, we will record an after-tax expense of approximately $2.0 million at the minimum of the valuation range and of approximately $3.2 million at the maximum, as adjusted, of the valuation range, during the quarter in which the stock offering is completed. The Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation is dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate.

     Contributing shares of common stock to the charitable foundation will:

	•	dilute the voting interests of purchasers of shares of our common stock in the offering; and
	•	result in an expense, and a reduction in earnings during the quarter in which the offering closes and the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

     The funding of the charitable foundation has been unanimously approved by the disinterested members of the board of directors of Wauwatosa Savings.

     See “RISK FACTORS—The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income” on page ___,“COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION” on page ___, and “WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.” on page ___.

How You May Pay for Your Shares

     In the subscription offering and the community offering you may pay for your shares only by:

	(1)	personal check, bank check or money order; or
	(2)	authorizing us to withdraw money from your deposit account(s) maintained with Wauwatosa Savings.

     If you wish to use your individual retirement account at Wauwatosa Savings to pay for your shares, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Wauwatosa Savings. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible. Contact the Stock Information Center for further information. Also, please be aware that Wauwatosa Savings is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering.

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     You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment, provided we receive the stock order form before noon, Wisconsin time,                      , 2005, when the offering will end. We will pay interest at Wauwatosa Savings’ regular savings rate from the date funds are received until completion or termination of the offering. Withdrawals from certificates of deposit at Wauwatosa Savings for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty and will continue to earn interest at the contract rate until the offering is completed. All funds authorized for withdrawal from deposit accounts with Wauwatosa Savings must be in the deposit accounts at the time the stock order form is received. However, funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive an order, the order cannot be revoked or changed, except with our consent. Payment may not be made by wire transfer or any other electronic transfer of funds. In addition, we are not required to accept copies or facsimiles of order forms.

     For a further discussion regarding the stock ordering procedures see “THE REORGANIZATION AND STOCK OFFERING—Prospectus Delivery and Procedure for Purchasing Shares” on page ___.

You May Not Sell or Transfer Your Subscription Rights

     If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe sells or gives away his or her subscription rights. We will not accept your stock order if we have reason to believe that you sold or transferred your subscription rights. We have the right to reject any order submitted in the offering by a person we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan of Reorganization and Stock Issuance Plan.

Deadline for Orders of Common Stock

     If you wish to purchase shares of common stock, we must receive your properly completed stock order form, together with payment for the shares, no later than noon, Wisconsin time, on                      , 2005, unless we extend this deadline. You may submit your stock order form by mail using the return envelope provided, by overnight courier to the indicated address on the stock order form, or by bringing your stock order form to our Stock Information Center or any of our full-service offices during regular business hours. Once submitted, your stock order is irrevocable unless the offering is terminated or extended beyond                      , 2005.

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Termination of the Offering

     The subscription offering will terminate at noon, Wisconsin time, on                      , 2005. We expect that the community offering, if commenced, would terminate at the same time. We may extend this expiration date without notice to you, until                      , 2005, unless regulators approve a later date, which may not be beyond                      ___, 200___. If the subscription offering and/or community offerings extend beyond                      ___, 2005, we will be required to resolicit subscriptions before proceeding with the offering. In such event, if you choose not to subscribe for the common stock, your funds will be promptly returned to you with interest.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 5,865,000 shares of common stock, we may take steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may (i) increase the purchase limitations; and/or (ii) seek regulatory approval to extend the offering beyond the                      ___, 2005 expiration date, provided that any such extension will require us to resolicit subscriptions received in the offering; and/or (iii) attempt to sell shares of common stock in a syndicated community offering.

Our Policy Regarding Dividends

     Following completion of the offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. In the future, our Board intends to consider a policy of paying cash dividends on the common stock. However, no decision has been made with respect to the amount and timing of dividend payments. The payment of dividends, if at all, will depend upon a number of factors, including the following:

	•	regulatory capital requirements,
	•	our financial condition and results of operations,
	•	tax considerations,
	•	statutory and regulatory limitations, and
	•	general economic conditions.

     Some holding companies that are chartered by other regulatory agencies waive dividends. As a mutual holding company regulated by the Federal Reserve Board under current Federal Reserve policies, Lamplighter Financial, MHC would be prohibited from waiving dividends declared and paid by Wauwatosa Holdings. If Wauwatosa Holdings pays dividends to its shareholders, it therefore will be required to pay dividends to Lamplighter Financial, MHC. The fact that dividends must be paid to Lamplighter Financial, MHC may act to reduce the level of dividends paid.

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Market for the Common Stock

     We anticipate that the common stock sold in the offering will be quoted on the Nasdaq National Market under the symbol “___.” Keefe, Bruyette & Woods, Inc. currently intends to make a market in the shares of common stock, but it is under no obligation to do so.

How We Intend to Use the Proceeds We Raise from the Offering

     Assuming we sell 7,935,000 shares of common stock in the offering, and we generate net proceeds of approximately $77.1 million, we intend to use the net proceeds as follows:

	•	Approximately $38.6 million (50% of the net proceeds) will be contributed to Wauwatosa Savings;
	•	Approximately $38.6 million (50% of the net proceeds) will be retained by Wauwatosa Holdings; and
	•	Of the amount retained by Wauwatosa Holdings, approximately $6.7 million (8.7% of the net proceeds) will be loaned to the employee stock ownership plan to fund its purchase of 8% of the total of the shares sold in the offering and those contributed to the charitable foundation.

     Wauwatosa Savings may use the proceeds it receives to expand its banking franchise internally, through expanded branches, or through acquisitions, to make loans, to support new products and services, to purchase securities, and for general corporate purposes. Wauwatosa Holdings may use the proceeds it receives to finance the purchase of common stock in the offering by our employee stock ownership plan, purchase securities, repurchase its securities, acquire other financial institutions or financial services businesses, and for general corporate purposes. See “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page ___. Neither Wauwatosa Savings nor Wauwatosa Holdings is considering any specific acquisition transaction at this time.

Once Submitted, Your Purchase Order May Not Be Revoked Unless the Offering is Terminated or Extended Beyond                      , 2005

     Funds that you use to purchase shares of our common stock in the offering will be held in an interest bearing account until the termination or completion of the offering, including any extension of the expiration date. The Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation approved the offering on                      , 2005 and                      , 2005, respectively; however, because completion of the offering will be subject to an update of the independent appraisal, among other reasons, there may be one or more delays in the completion of the offering. Any orders that you submit to purchase shares of our common stock in the offering are irrevocable, and you will not have access to subscription funds unless the stock offering is terminated, or extended beyond                      , 2005.

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Our Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Offering

     We intend to establish an employee stock ownership plan, and we intend to seek shareholder approval to implement a stock option plan and a recognition and retention plan. The Board of Directors of Wauwatosa Savings has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. The Board of Directors of Wauwatosa Holdings will, at the completion of the offering, ratify the action to make the employee stock ownership plan loan and to issue the common stock, if available, to the employee stock ownership plan.

     Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. If our tax-qualified benefit plans are not able to purchase shares in the stock offering because depositors with prior subscription rights have purchased all available shares, our tax-qualified benefit plans intend to make purchases of shares in the open market following completion of the offering.

     In addition to the employee stock ownership plan, we may grant awards under one or more stock benefit plans, including a stock option plan and a recognition and retention plan, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The stock option plan and recognition and retention plan cannot be established sooner than six months after the offering and would require the approval of our shareholders by a majority of the votes eligible to be cast (excluding the votes eligible to be cast by Lamplighter Financial, MHC), unless another vote requirement is permitted or required by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The number of options granted or shares awarded under any stock option plan or recognition and retention plan are limited by regulation and may not exceed 10% and 4%, respectively, of the total of the shares sold in the offering and those contributed to the charitable foundation, if such plans are adopted within one year from the date of completion of the offering. If the stock option plan or recognition and retention plan is adopted after one year from the date of the completion of the offering, such plans may be permitted to grant or award a greater number of options and shares of common stock, subject to shareholder approval.

     The employee stock ownership plan and the recognition and retention plan will increase our future compensation costs. We will have to expense the fair value of shares granted under the recognition and retention plan, thereby reducing our earnings. In addition, under newly adopted financial reporting rules, companies such as Wauwatosa Holdings are required to expense the fair value of stock options granted to officers, directors and employees, effective for all fiscal years beginning after June 15, 2005. Based upon the new statement, we will have to expense the fair value of stock options, which will increase our compensation costs. Additionally, shareholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and the recognition and retention plan. See “RISK FACTORS—The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income” on page ___and “MANAGEMENT—Future Stock Benefit Plans,” on page ___.

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     The following table summarizes the stock benefits that our officers, directors and employees may receive following the offering, at the maximum of the offering range. The table assumes that we initially implement a stock option plan granting options to purchase 10% of the total of the shares sold in the offering and those contributed to the charitable foundation and a recognition and retention plan awarding shares of common stock equal to 4% of that total (the maximum amount of shares if such plans are adopted within one year from the date of completion of the offering):

     The fair value of the shares obtained for the recognition and retention restricted stock plan will be based on the price of Wauwatosa Holdings’ common stock at the time those shares are purchased or issued, which, subject to shareholder approval, cannot be implemented until at least six months after the offering. The following table presents the total value of all shares to be available for award and issuance under the restricted stock plan, assuming the shares for the plan are purchased or issued in a range of market prices from $8.00 per share to $14.00 per share.

Restrictions on the Acquisition of Wauwatosa Holdings

     Wisconsin law, as well as provisions contained in the Plan of Reorganization and Stock Issuance Plan, and Wauwatosa Holdings’ articles of incorporation and bylaws, restrict the ability of any person, firm or entity to acquire Wauwatosa Holdings or its respective capital stock. These restrictions include the requirement that for a period of five years from the completion of the offering, a potential acquirer of common stock obtain prior regulatory approval before acquiring in excess of 10% of the voting stock of Wauwatosa Holdings. Because a majority of the shares of outstanding common stock of Wauwatosa Holdings must be owned by Lamplighter Financial, MHC, any acquisition of Wauwatosa Holdings must be approved by Lamplighter

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Financial, MHC; Lamplighter Financial, MHC would not be required to pursue or approve a sale of Wauwatosa Holdings even if such sale were favored by a majority of Wauwatosa Holdings’ public shareholders.

Possible Conversion of Lamplighter Financial, MHC to Stock Form

     In the future, Lamplighter Financial, MHC may convert from a mutual to capital stock form, in a transaction commonly known as a “second step” conversion. In a second step conversion, depositors of Wauwatosa Savings would have subscription rights to purchase common stock of Wauwatosa Holdings or its successor equal to the value of Lamplighter Financial, MHC’s interest in Wauwatosa Holdings, and the public shareholders of Wauwatosa Holdings would be entitled to exchange their shares of common stock for an equal percentage of shares of the stock holding company resulting from the conversion. This percentage may be adjusted to reflect any assets owned by the MHC, and there can be no assurance as to whether or when such a conversion would occur.

     The Board of Directors has no current plan to undertake a second step conversion transaction.

Proposed Stock Purchases by Management

     Wauwatosa Holdings’ directors and executive officers and their associates are expected to seek to purchase approximately [___] shares of common stock in the offering, which represents [___]% of the total shares to be sold in the offering to the public and those contributed to the charitable foundation and [___]% of the total shares to be outstanding at the midpoint of the offering range. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the offering. These shares will be counted in determining whether the minimum of the range of the offering is reached.

How You May Obtain Additional Information Regarding the Offering

     If you have any questions regarding the offering, please call the Stock Information Center at (___) ___-___, 11200 West Plank Court, Wauwatosa, Wisconsin, Monday through Friday between 8:00 a.m. and 5:00 p.m., Wisconsin time.

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RISK FACTORS

Risks Associated With the Business of Wauwatosa Savings

Changing Interest Rates May Hurt Our Profits.

     Interest rates were recently at historically low levels. However, since June 30, 2004, the U.S. Federal Reserve has increased its target for the federal funds rate seven times from 1.25% to 3.00%. If interest rates continue to rise, and if our cost of deposits and borrowings reprice upwards faster than the interest income we receive on our loans and investments, we would experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability. Specifically, at March 31, 2005, $973.8 million, or 89.7% of our deposits, were held in certificate of deposit accounts, of which $574.3 million will mature within one year. As these deposits mature, our cost of funds will significantly increase if interest rates are significantly higher. Furthermore, we have $117.6 million of deposits which are more volatile brokered deposits. In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. Most of our loans are originated as adjustable rate mortgage loans. While Wauwatosa Savings has historically not raised the rates on its adjustable rate mortgage loans secured by one- to four-family owner-occupied residences, it reserves the right to do so. Wauwatosa Savings has historically raised the rates on all other adjustable rate mortgage loans in response to market rate conditions. As interest rates increase, borrower costs increase, which in turn may result in higher levels of delinquencies and a deterioration in our asset quality may occur.

     Wauwatosa Savings’ loans receivable are either variable-rate or fixed for short terms generally not exceeding five years. The variable-rate loan product, commonly known as a Wisconsin escalator, is adjustable at the discretion of Wauwatosa Savings. However, management believes that increasing the rate on an owner-occupied loan, even in a sharply rising interest rate environment, would significantly undermine the future marketability of the product and thus the long-term viability of Wauwatosa Savings. As such, Wauwatosa Savings has not raised rates on existing owner-occupied mortgage loans since 1981. This has the effect of making these variable-rate loans perform like fixed-rate loans in a rising interest rate environment. In addition, Wauwatosa Savings has reduced rates on a portfolio-wide basis for all variable-rate loans when market conditions so warrant. Thus, in a declining rate environment, Wauwatosa Savings’ loans outstanding have historically performed more like a variable-rate loan. Unlike with respect to the owner-occupied portfolio, rates are raised on non-owner-occupied mortgage loans from time to time as market interest rates rise. At March 31, 2005, the majority of loans receivable, 65.3%, are non-owner-occupied mortgage loans and 34.7% of loans receivable are owner-occupied mortgage loans. The average life of a Wauwatosa Savings owner-occupied mortgage loan was 4.7 years for the four year period beginning January 1, 2001.

     See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Management of Market Risk” on page ___.

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We Have Opened New Branches and Expect to Open Additional New Branches Which Will Reduce Our Profitability In the Near Term as They Generate New Deposit and Loan Portfolios.

     Wauwatosa Savings opened new branch offices in Oconomowoc in 2003 and Pewaukee in 2004. Wauwatosa Savings intends to continue to expand through de novo branching. The expense associated with building and staffing new branches will significantly increase our noninterest expenses, with compensation and occupancy costs constituting the largest amount of increased costs. Losses are expected from these new branches for some time as the expenses associated with them are largely fixed and are typically greater than the income earned as the branches build up their customer base. Wauwatosa Savings management has projected that it will take a full 24 months for a new branch to become profitable. Neither the Oconomowoc nor the Pewaukee branches, which were opened within the past 24 months, are currently profitable. All other Wauwatosa Savings full-service branches are individually profitable. There can be no assurance that our branch expansion will result in increased earnings, or that it will result in increased earnings within a reasonable period of time. We expect that the success of our branching strategy will depend largely on the ability of our staff to market the deposit and loan products offered at the branches. Depending upon locating acceptable sites, we anticipate opening one or two branches in each of the next several years.

Wisconsin Tax Developments Could Reduce Our Net Income.

     Like many financial institutions located in Wisconsin, Wauwatosa Savings transferred investment securities and mortgage loan participations to a wholly-owned subsidiary located in Nevada. Because the subsidiary holds and manages those assets and is located in the state of Nevada, income from its operations has not been subject to Wisconsin taxation. The investment subsidiary has not filed returns with, or paid income or franchise taxes to, Wisconsin. The Wisconsin Department of Revenue (the “Department”) recently implemented a program to audit Wisconsin financial institutions which have formed and contributed assets to subsidiaries located outside of Wisconsin, and the Department has generally indicated that it may assess franchise taxes on the income of the out-of-state investment subsidiaries of Wisconsin financial institutions. However, the Department has not yet asserted a claim or issued an assessment against Wauwatosa Savings. Wauwatosa Savings is currently being audited by the Department for the years 1998 through 2003.

     Prior to the formation of the investment subsidiary, Wauwatosa Savings sought and obtained private letter rulings from the Department confirming that the Nevada subsidiary’s income would not be taxed in Wisconsin. Wauwatosa Savings believes that it has complied in all respects with Wisconsin law and the private rulings received from the Department. Should a Wisconsin tax assessment be issued, Wauwatosa Savings intends to defend its position through the available administrative appeals process at the Department and through other judicial remedies if necessary. Although Wauwatosa Savings will oppose any such assessment, there can be no assurance that the Department will not be successful in whole or in part in its efforts to tax the income of Wauwatosa Savings’ Nevada investment subsidiary. During the nine months ended March 31, 2005, Wauwatosa Savings accrued an estimated state liability, including interest, of $2.8 million for its estimate of the probable assessment amount on the basis of facts known at that time. A deferred federal tax benefit of $1.0 million was also established as a result

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of this accrual. Wauwatosa Savings intends to continue accruing state income taxes on future investment subsidiary earnings consistent with the accrual previously described until such time as the dispute is resolved.

     Depending upon the terms and circumstances, an adverse resolution of these matters could result in additional Wisconsin tax obligations for prior periods and/or higher Wisconsin taxes going forward, with a substantial negative impact on the earnings and operating cash flows of Wauwatosa Holdings. We may also need to incur costs in the future to address any action taken against us by the Wisconsin Department of Revenue.

If Our Allowance for Loan Losses is Not Sufficient to Cover Actual Loan Losses, Our Earnings Could Decrease.

     We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loss and delinquency experience on different loan categories and we evaluate existing economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance which would decrease our net income. Although we are unaware of any specific problems with our loan portfolio that would require any increase in our allowance at the present time, it may need to be increased further in the future due to our emphasis on loan growth and on increasing our portfolio of commercial real estate loans.

     In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, although we are unaware of any reason for them to do so at the present time. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our results of operations and financial condition.

If Economic Conditions Deteriorate, Our Results of Operations and Financial Condition Could Be Adversely Affected as Borrowers’ Ability to Repay Loans Declines and the Value of the Collateral Securing Our Loans Decreases.

     Our financial results may be adversely affected by changes in prevailing economic conditions, including decreases in real estate values, changes in interest rates which may cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral. At March 31, 2005, loans secured by real estate represented 99.9% of our total loans, substantially all of which are secured by properties located in Southeastern Wisconsin. Adverse changes in the economy also may have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

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A Large Portion of Our Loan Portfolio Is Relatively Unseasoned Over Four-Family Loans, Which May Be Individually Riskier Than One- To Four-Family Loans.

     One of the drivers of our recent loan portfolio growth is an increase in the amount of our over four-family loans. Loans secured by over four-family real estate generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by over four-family properties are often dependent on successful operation or management of the properties and the cash flow received from rents, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. As the amount of our over four-family loans increases, we will also increase our allowance for loan losses. If borrowers default on their over four-family loans, our allowance for loan losses may be inadequate, and such defaults may adversely affect the profitability of Wauwatosa Savings.

Strong Competition Within Our Market Area May Limit Our Growth and Profitability.

     Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Many of these competitors have substantially greater resources and lending limits than we have and offer certain services that we do not or cannot provide. Our profitability depends upon our continued ability to successfully compete in our market area. The greater resources and deposit and loan products offered by our competitors may limit our ability to increase our interest earning assets. For additional information see “BUSINESS OF WAUWATOSA SAVINGS BANK—Competition” on page ___.

We Operate in a Highly Regulated Environment and We May Be Adversely Affected by Changes in Laws and Regulations.

     We are subject to extensive regulation, supervision and examination by the Wisconsin Department of Financial Institutions, as our chartering authority, by the Federal Deposit Insurance Corporation, as insurer of deposits, and by the Federal Reserve Board as regulator of our two holding companies. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.

Risks Related to this Offering

The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income.

     We anticipate that our employee stock ownership plan will purchase in the stock offering, or in the open market following the reorganization, an amount equal to 8% of the total of the

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shares sold in the offering and those contributed to the charitable foundation. The purchases will be funded through borrowings from Wauwatosa Holdings. The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $5.0 million at the minimum of the offering range and $7.7 million at the adjusted maximum of the offering range using the $10.00 per share offering price, and may be more if purchased in the open market following the reorganization. We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees as the loan is repaid. If the common stock appreciates in value over time, compensation expense relating to the employee stock ownership plan will increase.

     We also intend to ask shareholders to approve a recognition and retention plan and a stock option plan after the offering. We intend to grant awards under one or more stock benefit plans, including the recognition and retention plan and stock option plan, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The number of options granted or shares awarded under any initial stock option plan or recognition and retention plan may not exceed 10% and 4%, respectively, of the number of shares of common stock held by persons other than Lamplighter Financial, MHC, if such plans are adopted within one year from the date of completion of the offering. However, these limits may not apply to plans adopted after one year from the date of the completion of the offering, and larger grants would increase our costs further. The recognition and retention plan and stock option plan cannot be implemented until at least six months after the offering, and if they are adopted within 12 months after the offering, they will be subject to certain additional restrictions regarding vesting and allocation of awards.

     In the event that a portion of the shares used to fund the recognition and retention plan and/or satisfy the exercise of options from our stock option plan, is obtained from authorized but unissued shares, the issuance of additional shares will decrease our net income per share and shareholders’ equity per share.

The Implementation of Our Stock-Based Benefit Plans Also May Dilute Your Ownership Interest.

     We intend to adopt a stock option plan and recognition and retention plan following the offering. These stock benefit plans will be funded either through open market purchases, if permitted, or from the issuance of authorized but unissued shares. Shareholders would experience a reduction in ownership interest (including shares held by Lamplighter Financial, MHC) totaling 4.2% in the event newly issued shares are used to fund the exercise of stock options under the stock option plan and awards made under the recognition and retention plan in an amount equal to 10% and 4%, respectively, of the total of the shares sold in the offering and those contributed to the charitable foundation.

Our Return on Equity Will Be Low Compared to Other Financial Institutions. This Could Negatively Affect the Trading Price of Our Common Stock.

     Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. We expect our return on equity to remain below the industry average until we are able to leverage our increased

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equity from the offering. Our return on equity will be reduced not only as a result of the capital raised in the offering, but also by higher expenses from the costs of being a public company and added expenses associated with our employee stock ownership plan and stock plans that we intend to establish in the future. We will initially invest the net proceeds obtained in the offering in cash, cash equivalents, and investments, which generally carry lower interest rates, until we can deploy some of those funds into higher interest rate loans. Until we can increase our net interest income and noninterest income, we expect our return on equity to be below the industry average, which may reduce the value of our common stock. For the most current 12 month period data available as of May 20, 2005, our peer group average return on average equity was 4.98%. This compares to an average return on average equity of 7.91% for all publicly traded savings institutions for the same period. On a pro forma basis, based on net income for the twelve months ended March 31, 2005, our return on equity assuming shares are sold at the maximum, was 4.64%.

Persons Who Purchase Stock in the Offering Will Own a Minority of Wauwatosa Holdings’ Common Stock and Will Not Be Able to Exercise Voting Control over Most Matters Put to a Vote of Shareholders.

     Public shareholders will own a minority of the outstanding shares of Wauwatosa Holdings common stock. As a result, shareholders other than Lamplighter Financial, MHC will not be able to exercise voting control over most matters put to a vote of shareholders. Lamplighter Financial, MHC will own a majority of Wauwatosa Holdings’ common stock after the offering and, through its Board of Directors, will be able to exercise voting control over most matters put to a vote of shareholders, including possible acquisitions. The same directors who will govern Wauwatosa Holdings and Wauwatosa Savings also will govern Lamplighter Financial, MHC. The only matters as to which shareholders other than Lamplighter Financial, MHC will be able to exercise voting control are those requiring a majority or other portion of disinterested or non-Lamplighter Financial, MHC shareholders, such as any proposal to implement a recognition and retention stock plan or stock option plan following the completion of the offering.

Our Stock Value May be Negatively Affected by Regulations Restricting Takeovers and our Mutual Holding Company Structure.

      The Mutual Holding Company Structure May Impede Takeovers. Lamplighter Financial, MHC, as the majority shareholder of Wauwatosa Holdings, will be able to control the outcome of most matters presented to shareholders for their approval, including a proposal to acquire Wauwatosa Holdings. Accordingly, Lamplighter Financial, MHC may prevent the sale of control or merger of Wauwatosa Holdings or its subsidiaries even if such a transaction were favored by a majority of the public shareholders of Wauwatosa Holdings and/or shareholders would receive a premium for their shares. Also, the Articles of Incorporation of Lamplighter Financial, MHC contain several provisions which make such a transaction more difficult to achieve than otherwise.

      Federal and Wisconsin Regulations Restricting Takeovers. The Change in Bank Control Act and the Bank Holding Company Act together with Federal Reserve Board regulations promulgated under those laws, require that a person obtain the consent of the Federal

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Reserve Board before attempting to acquire control of a bank holding company. In addition, the Wisconsin Business Corporation Law, as well as the articles of incorporation and bylaws of Wauwatosa Holdings, contain various provisions that may have anti-takeover effects. See “RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK” on page      for a discussion of applicable regulations regarding acquisitions.

The Future Price of the Common Stock May Be Less Than the Purchase Price in the Offering.

     We cannot assure you that if you purchase shares of common stock in the offering you will be able to sell them later at or above the purchase price in the offering. The final aggregate purchase price of the shares of common stock in the offering will be based on an independent appraisal. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock or a prediction of the market price. The valuation is based on estimates and projections of a number of factors, all of which are subject to change from time to time.

If We Declare Dividends on Our Common Stock, Lamplighter Financial, MHC Will be Prohibited from Waiving the Receipt of Dividends by Current Federal Reserve Board Policy.

     Wauwatosa Holdings’ Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. If Wauwatosa Holdings pays dividends to its shareholders, it also will be required to pay dividends to Lamplighter Financial, MHC, unless Lamplighter Financial, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a bank holding company to waive dividends declared by its subsidiary. Accordingly, because dividends will be required to be paid to Lamplighter Financial, MHC along with all other shareholders, the amount of dividends available for all other shareholders will be less than if Lamplighter Financial, MHC were permitted to waive the receipt of dividends.

The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income.

     In connection with the stock offering, we intend to make a contribution to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation in the form of shares of Wauwatosa Holdings common stock. At the midpoint of the offering range, we will contribute 379,500 shares of common stock to the charitable foundation, which equals 5.50% of the shares of common stock to be sold in the offering, representing 1.65% of all shares issued and outstanding after the offering. The contribution will also have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution will reduce net income by approximately $2.4 million at the midpoint of the offering range. Persons purchasing shares in the offering will have their ownership and voting interests in Wauwatosa Holdings diluted by 5.2% due to the issuance of additional shares of common stock to the charitable foundation.

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There Will Be a Limited Trading Market in Our Common Stock, Which Will Hinder Your Ability to Sell Our Common Stock and May Lower the Market Price of the Stock.

     Wauwatosa Holdings has never issued stock and, therefore, there is no current trading market for the shares of common stock. We expect that our common stock will be quoted on the Nasdaq National Market under the symbol “___”. There is no guarantee that an active and liquid trading market in shares of our common stock will develop. Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop or sell them at a price equal to or above the initial purchase price of $10.00 per share even if a liquid trading market develops. This limited trading market for our common stock may reduce the market value of the common stock and make it difficult to buy or sell our shares on short notice. For additional information see “MARKET FOR OUR COMMON STOCK” on page ___.

We Will Need to Manage Costs to Implement Additional Finance and Accounting Systems, Procedures and Controls in Order to Satisfy Our New Public Company Reporting Requirements.

     As a result of the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations for the Securities and Exchange Commission require that we file annual, quarterly and current reports and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert our management’s attention from our operations. Compliance with the Sarbanes-Oxley Act of 2002, particularly Section 404 of the Sarbanes-Oxley Act regarding required internal controls and procedures, and the related rules and regulations of the Securities and Exchange Commission will require us to reinforce our internal controls and procedures and reevaluate our accounting systems. In addition, we will need to hire additional internal audit, compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. Failure to comply with these standards may affect the market for, and price of, our shares.

We Have Broad Discretion in Allocating the Proceeds of the Offering. Our Failure to Effectively Utilize Such Proceeds Could Reduce Our Profits.

     Wauwatosa Holdings intends to retain 50% of the net proceeds from the offering and contribute the remainder of the net proceeds of the offering to Wauwatosa Savings. Wauwatosa Holdings will use a portion of the net proceeds it retains to lend to the employee stock ownership plan and may use the remaining net proceeds to pay dividends to shareholders, repurchase shares of common stock, purchase investment securities, acquire other financial services companies or for other general corporate purposes. Wauwatosa Savings may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, or for general corporate purposes. We have not, however, allocated specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Although we are not aware of any

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reason why we should not be able to utilize these funds effectively in a timely manner, our failure to do so could reduce our profitability.

     Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We discuss these and other uncertainties in “RISK FACTORS” beginning on page ___. You should also carefully read other parts of this prospectus for other factors which could affect Wauwatosa Holdings’ operations in the future.

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HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

     Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $56.6 million and $77.1 million, or $88.9 million if the offering is increased by 15%.

     Wauwatosa Holdings intends to distribute the net proceeds from the offering as follows:

     The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and any community offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Wauwatosa Savings’ deposits.

     We are undertaking the offering at this time in order to increase our capital and have the capital resources available to expand and diversify our business. For further information, see “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Business Strategy” on page ___. The offering proceeds will increase our capital resources and the amount of funds available to us for lending and investment purposes. The proceeds will also give us greater flexibility to diversify operations and expand our branch network and the products and services we offer to our customers.

Wauwatosa Holdings may use the proceeds it retains from the offering:

	(1)	to finance the purchase of common stock in the offering by our employee stock ownership plan;
	(2)	to invest in securities;
	(3)	to repurchase its shares of common stock;

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	(4)	to finance acquisitions of financial institutions and other financial services businesses, although no specific acquisition transactions are being considered at this time; and
	(5)	for general corporate purposes.

     The loan that will be used to fund the purchases by the employee stock ownership plan will accrue interest.

Wauwatosa Savings may use the proceeds it receives from the offering:

	(1)	to expand our branch network and otherwise expand our retail banking franchise;
	(2)	to fund new loans and otherwise increase our loan portfolio;
	(3)	to support new products and services;
	(4)	to invest in securities; and
	(5)	for general corporate purposes.

     The use of the proceeds outlined above may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions or other opportunities to expand our operations, and overall market conditions.

OUR POLICY REGARDING DIVIDENDS

     Following completion of the offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. In the future, our Board intends to consider a policy of paying cash dividends on the common stock. However, no decision has been made with respect to the timing or level of dividend payments. The payment of dividends will depend upon a number of factors, including capital requirements, Wauwatosa Holdings’ and Wauwatosa Savings’ financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions and regulatory restrictions that affect the payment of dividends by Wauwatosa Savings to Wauwatosa Holdings and the receipt from the Federal Reserve Board of a waiver of dividends to our mutual holding company. No assurances can be given that any dividends will be paid or that, if paid, they will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by applicable policy and regulation, may be paid in addition to, or in lieu of, regular cash dividends. Accordingly, it is anticipated that any cash distributions made by Wauwatosa Holdings to its shareholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes.

     Dividends from Wauwatosa Holdings will depend, in part, upon receipt of dividends from Wauwatosa Savings, because Wauwatosa Holdings initially will have no source of income other than dividends from Wauwatosa Savings, earnings from the investment of proceeds from

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the sale of shares of common stock, and interest payments with respect to Wauwatosa Holdings’ loan to the employee stock ownership plan. Wisconsin law generally will allow Wauwatosa Savings to pay dividends to Wauwatosa Holdings equal to up to 50% of Wauwatosa Savings’ net profit in the current year without prior regulatory approval and above such amount, including out of retained earnings, with prior regulatory approval.

     If Wauwatosa Holdings pays dividends to its shareholders, it will be required to pay dividends to Lamplighter Financial, MHC. The Federal Reserve Board’s current policy prohibits the waiver of dividends by mutual holding companies. Accordingly, we do not currently anticipate that Lamplighter Financial, MHC will be permitted by the Federal Reserve Board to waive dividends paid by Wauwatosa Holdings. See “RISK FACTORS – If We Declare Dividends on Our Common Stock, Lamplighter Financial, MHC May Be Prohibited From Waiving the Receipt of Dividends” on page ___, and “SUPERVISION AND REGULATION-Dividend Waivers by Lamplighter Financial, MHC” on page ___.

MARKET FOR OUR COMMON STOCK

     Wauwatosa Holdings has never issued capital stock to the public. We anticipate that our common stock will be quoted on the Nasdaq National Market. We will try to get at least three market makers to make a market in our common stock. Keefe, Bruyette & Woods, Inc., Inc. has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in our common stock, there can be no assurance that we will be successful in obtaining such commitments.

     The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. We cannot assure you that an active trading market for the common stock will develop or that, if it develops, it will continue. Nor can we assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share. See “RISK FACTORS –There Will Be a Limited Trading Market in Our Common Stock, Which Will Hinder Your Ability to Sell Our Common Stock and May Lower the Market Price of the Stock” on page ___.

REGULATORY CAPITAL COMPLIANCE

     At March 31, 2005, Wauwatosa Savings exceeded all regulatory capital requirements. The following tables set forth Bank compliance, as of March 31, 2005, with the regulatory capital standards, on a historical and pro forma basis, assuming that the indicated number of shares of common stock were sold as of such date at $10.00 per share, Wauwatosa Savings received 50% of the estimated net proceeds and 50% of the net proceeds are retained by Wauwatosa Holdings. Of the amount retained by Wauwatosa Holdings, 9% of the net proceeds will be loaned to the employee stock ownership plan. Accordingly, net proceeds received by Wauwatosa Savings have been assumed to be $28.3 million, $33.4 million, $38.6 million and $44.5 million at the minimum,

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midpoint, maximum and adjusted maximum of the offering range, respectively. The Wauwatosa Holdings table is presented on a consolidated basis. For a discussion of the applicable capital requirements, see “SUPERVISION AND REGULATION—Federal Regulations—Capital Requirements” on page ___.

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UNAUDITED PRO FORMA DATA

     We cannot determine the actual net proceeds from the sale of the common stock until the offering is completed. However, we estimate that net proceeds will be between $56.6 million and $77.1 million, or $88.9 million if the offering range is increased by 15%, based upon the following assumptions:

	•	we will sell all shares of common stock in the subscription offering;
	•	our employee stock ownership plan will purchase 8% of the total of the shares sold in the offering and issued to the charitable foundation with a loan from Wauwatosa Holdings. The loan will be repaid in substantially equal principal payments over a period of 10 years;
	•	Keefe, Bruyette & Woods, Inc. will receive a fee equal to 1.0% of the dollar amount of shares of common stock sold in the offering. No fee will be paid with respect to shares of common stock contributed to the charitable foundation, purchased by our qualified and non-qualified employee stock benefit plans or by our officers, directors and employees, and their immediate families; and
	•	total expenses of the offering, including the marketing fees to be paid to Keefe, Bruyette & Woods, Inc. will be between $2.0 million at the minimum of the offering range and $2.3 million at the maximum of the offering range, as adjusted.

     We calculated the pro forma consolidated net income and stockholders’ equity of Wauwatosa Holdings for the nine months ended March 31, 2005 and the year ended June 30, 2004, as if the shares of common stock had been sold at the beginning of each period and as if the estimated net proceeds we received had been invested at assumed interest rates of 3.43% and 2.09% for the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively, which represented the one-year U.S. Treasury rate as of those dates. We believe that the one-year treasury rate more accurately reflects the pro forma reinvestment rate than an arithmetic average method in light of current market interest rates. The related after-tax rates are 2.18% and 1.33%, respectively.

     The effect of withdrawals from deposit accounts for the purchase of shares of common stock has not been reflected. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of common stock. No effect has been given in the pro forma stockholders’ equity calculations for the assumed earnings on the net proceeds. It is assumed that Wauwatosa Holdings will retain between $28.3 million and $38.6 million of the estimated net proceeds in the offering, or $44.5 million if the offering range is increased by 15% prior to the loan to the employee stock ownership plan. Of the amount retained by Wauwatosa Holdings, it will lend $5.0 million, $6.7 million and $7.7 million to the employee stock ownership plan at the minimum, maximum, and adjusted maximum of the offering range. The actual net proceeds from the sale of shares of common stock will not be determined until the offering is completed. However, we currently estimate the net proceeds to be between $56.6 million and $77.1 million, or $88.9 million if the

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offering range is increased by 15%. It is assumed that all shares of common stock will be sold in the subscription and community offerings.

     The pro forma table gives effect to the implementation of a recognition and retention plan. Subject to the receipt of shareholder approvals, we have assumed that the recognition and retention plan will acquire an amount of common stock equal to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation because, under federal regulation, this is the maximum amount of shares that may be granted if such a plan is adopted within one year from the date of completion of the offering. In preparing the table below, we assumed that shareholder approval has been obtained and that the recognition and retention plan purchases in the open market a number of shares equal to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period. The stock issuance plan provides that we may grant awards under one or more stock benefit plans (exclusive of shares awarded under one or more tax-qualified employee stock benefit plans) in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. We may decide to establish a recognition and retention plan that awards more than 4% of the shares sold in the offering and those contributed to the charitable foundation.

     As discussed under “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page ___, Wauwatosa Holdings intends to retain 50% of the net proceeds from the offering and to contribute the remaining net proceeds from the offering to Wauwatosa Savings. Wauwatosa Holdings will use a portion of the proceeds it retains to make a loan to the employee stock ownership plan, and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

	•	shares of common stock to be reserved for issuance under the stock option plan;
	•	withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the offering;
	•	Wauwatosa Holdings’ results of operations after the offering; or
	•	changes in the market price of the common stock after the offering.

     The following pro forma information may not represent the financial effects of the offering at the date on which the offering actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of assets and liabilities of Wauwatosa Savings computed in accordance with generally accepted accounting principles. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the common stock, and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of tax bad debt reserves in the event we are liquidated.

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