20549-0408

                           July 29, 2005


Donald J. Stephens
President
Wauwatosa Holdings, Inc.
11200 West Plank Court
Wauwatosa, Wisconsin  523226

Re: Wauwatosa Holdings, Inc.
       Form S-1, amendment number 1 filed July 19, 2005
       File Number 333-125715

Dear Mr. Stephens:

      We have reviewed your amended Form S-1 and have the
following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information we may have
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.


How We Determined to Offer..., page 6

1. At the end of the first full paragraph on page 7 revise the
text
to explain that if subscribers do not affirm their purchase
decision
their funds will be returned.


Recent Results o Operations, page 15

2. In the first paragraph, please briefly disclose what the
referenced dispute is about.





Sources of Funds - Deposits, page 70

3. Please revise the table that sets forth the maturity of
outstanding certificates of deposit in amounts greater than or
equal
to $100,000 to reconcile with the balance of $274.6 million
disclosed
in the previous sentence.



      *  *  *  *  *


Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Direct any questions on accounting matters to Matthew Komar
at
202-551-3781, or to Don Walker, Senior Assistant Chief Accountant,
at
202-551-3490.  Please direct any other questions to David Lyon at
202-551-3421, or to me at 202-551-3418.


      						Sincerely,



							William C-L Friar
      Senior Financial Analyst


By fax: Hoyt R. Stastney
	Fax number 414-978-8968

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Wauwatosa Holdings, Inc.
July 27, 2005
Page 2