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Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-4497

Telephone: 414-277-5000

Fax: 414-203-0190

                    July 19, 2005

VIA EDGAR

Mr. William C-L Friar

Senior Financial Analyst

Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20002

    Re:

    Wauwatosa Holdings, Inc.

    Form S-1 filed June 10, 2005

    File Number 333-125715

Dear Mr. Friar:

     With this letter, on behalf of Wauwatosa Holdings, Inc., we are transmitting for filing via
EDGAR Amendment No. 1 (the “Amendment”) to the Form S-1 Registration Statement (File No.
333-125715) of Wauwatosa Holdings, Inc. The Amendment responds to your comment letter dated July
8, 2005. With a paper copy of this letter, we have also enclosed two marked copies of the
Amendment, showing changes from the original filing. For sake of clarity, references in this
letter to “we” refer to Wauwatosa Holdings and/or its affiliates, except as the context otherwise
may require.

     Set forth below are the headings and numbered paragraphs from your July 8 letter, each of
which is immediately followed by Wauwatosa Holdings’ response, including any supplemental
information requested, or a reference to the location in the Amendment where we have made changes
in response to your comment.

Wauwatosa Savings Bank – page 7

    1.

    Where appropriate in the summary please describe the local economy in which you do business.
For example, you may want to include state figures relative to those of the local economy.
Describe any trends and discuss the underlying
reasons for this situation. We note the distinctly different environments in which you
operate, discussed in the appraisal.

July 19, 2005

Page 2

    Response:

    We have expanded our discussion in the summary of the local economies in which we operate to
include local, state and national economic figures and to address trends that we perceive
occurring in these economies. We believe the expanded discussion clarifies the various
environments in which we operate.

    Confirming Documentation

    Revisions contained on pages 2-3 of Amendment No. 1 to Form S-1 Registration Statement (Reg.
No. 333-125715) as filed on July 19, 2005 (hereinafter referred to as the “Amended
Registration Statement”) under heading “Wauwatosa Savings Bank.”

    2.

    Where appropriate, either in the summary or risk factors section, please discuss your recent
declining net income and the reasons for this situation.

    Response:

    We have included a summary of our net income results for the nine months ended March 31,
2005 and the fiscal years ended June 30, 2004 and 2003 in the summary section of the
prospectus under the heading “Recent Results of Operations,” and have included in that
discussion the material reasons for the declining net income over recent periods.

    Confirming Documentation

    Revisions contained on page 15 of the Amended Registration Statement under the heading
“Recent Results of Operations.”

Reasons for the Reorganization... — page 8

    3.

    Please clarify, as disclosed later in the filing, that the offering will allow the company to
grow while remaining within regulatory capital requirements.

    Response:

    We have made the corresponding clarification as requested in the summary section of the
prospectus.

July 19, 2005

Page 3

    Confirming Documentation

    Revisions contained on page 4 of the Amended Registration Statement under the heading
“Reasons for the Reorganization and the Stock Offering.”

How We Determined to Offer... — page 11

    4.

    Reference is made to the penultimate sentence on page 12. Please confirm that under such
circumstances the company understanding that it must return all funds unless a subscriber
positively reconfirms their order.

    Response:

    We understand that in the event of a resolicitation, we will be required to refund
subscription funds to all subscribers who do not positively reconfirm their orders. We have
amended the applicable language to clarify this understanding.

    Confirming Documentation

    Revisions contained on page 7 of the Amended Registration Statement under the heading “How
We Determined to Offer Between 5,865,000 Shares and 7,935,000 Shares and the $10.00 Price
Per Share.”

    5.

    Disclose whether the companies referenced in the next to last bulleted item on page 6 are
fully converted or not. Please also provide the same information for the peer group
referenced in the second paragraph on page 13. If not otherwise clear, explain the
significant difference between the figures on page 13 and the top of page 14.

    Response:

    We have revised the bulleted item at issue to clarify that the entities to which we are
drawing a comparison are in the mutual holding company form of ownership, like we will be
following the reorganization. Similarly, we have expanded the discussion of our peer group
on page 7 to clarify that such group consists of publicly-traded
mutual holding companies. Finally, we have amended the lead-in paragraph to the chart on
page 8 to more clearly put readers on notice that the chart on page 8 presents pro forma pricing ratios
for our peer group companies, assuming that they had completed a second-step conversion,
rather than the first-step conversion table presented on page 7. We believe the amended
disclosures will explain more clearly the differences between the
charts on pages 7 and 8.

July 19, 2005

Page 4

    Confirming Documentation

    Revisions contained on pages 7 and 8 of the Amended Registration Statement under the
heading “How We Determined to Offer Between 5,865,000 Shares and 7,935,000 Shares and the
$10.00 Price Per Share.”

Our Issuance of Shares of Common Stock to the Charitable Foundation – page 15

    6.

    Please indicate whether you plan to make any contributions to the foundation in the future.

    Response:

    We have revised the applicable disclosure to clarify that we have no current intent to issue
additional shares of common stock or make other contributions to the charitable foundation
in the future.

    Confirming Documentation

    Revisions contained on page 10 of the Amended Registration Statement under the heading “Our
Issuance of Shares of Common Stock to the Charitable Foundation” and corresponding revisions
contained on page 117 of the Amended Registration Statement under the heading “WAUKESHA
COUNTY COMMUNITY FOUNDATION, INC.—Tax Considerations.”

Tax Consequences

    7.

    Please briefly summarize the tax consequences of the conversion.

    Response:

    We have added a discussion of the tax consequences of the reorganization to the summary
contained at the beginning of the prospectus.

    Confirming Documentation

    Revisions contained on page 11 of the Amended Registration Statement under the heading
“Federal and Wisconsin Income Tax Consequences of the Reorganization.”

July 19, 2005

Page 5

Changing Interest Rates... — page 23

    8.

    You seem to discuss two different risks at this heading, regarding your deposit base and your
loan portfolio. Please consider discussing these issues under separate heading.

    Response:

    The intent of this risk factor is to show the impact of changes in interest rates on
Wauwatosa Savings’ interest sensitive assets and liabilities. As such, we believe that the
discussion of both deposits and loans are inextricably joined and should be presented as one
risk factor. We believe that it is important, from the perspective of potential investors
understanding our business, to present these interrelated risks together. However, we have
amended and considerably shortened this risk factor to focus on the material risk involved
and its potential consequences on our business.

    Confirming Documentation

    Revisions contained on page 16 of the Amended Registration Statement under the risk factor
entitled “Changing Interest Rates May Hurt Our Profits.”

The Implementation of Our Stock Benefit Plans Will Increase Our Costs... — page 26

    9.

    In the second paragraph note whether or not the MHC intends to vote in favor of the plan, and
if they do that it will be approved.

    Response:

    Under applicable banking regulations, the MHC will not be allowed to vote on the approval of
our recognition and retention plan or stock option plan, if such plans are adopted, as
currently contemplated, within one year following our reorganization. We have amended the
applicable disclosure in the summary to reflect this more clearly.

    Confirming Documentation

    Revisions contained on page 19 of the Amended Registration Statement under the risk factor
entitled “The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will
Reduce Our Income.”

July 19, 2005

Page 6

How We Intend To Use The Proceeds From The Offering...page 34

    10.

    Please be more specific in the use of proceeds. For example, how much do you intend to use
to support new products and services and how much to fund new loans or how much does it cost
to open a new branch.

    Response:

    To the extent possible, we have quantified our disclosures regarding use of proceeds. For
instance, we have included the range of expenses related to the opening of new branches.
However, management believes that the amount of many of the potential uses of proceeds
cannot be readily quantified. We have amended the discussion to clarify this issue as well.

    Confirming Documentation

    Revisions contained on pages 25 and 26 of the Amended Registration Statement under the
heading “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING.”

Our Policy Regarding Dividends... — page 35

    11.

    Unless you include additional specific information, please delete sentence two as we assume
that every board would make this statement. Make similar changes on page 18.

    Response:

    We have deleted the sentence at issue and have expanded the disclosures to clarify that our
Board has not currently considered a policy of paying cash dividends on our common stock and
that, if it does make such consideration in the future, there can be no assurance that the
Board will determine to pay dividends.

    Confirming Documentation

    Revisions contained on page 26 of the Amended Registration Statement under the heading “OUR
POLICY REGARDING DIVIDENDS” and corresponding
revisions contained in the summary on page 12 of the Amended Registration Statement.

July 19, 2005

Page 7

Unaudited Pro Forma Data...page 39

    12.

    We note the ‘Offering price to pro-forma net income per share’ does not appear to be based on
the $10 offering price as indicated on page 9 of Form S-1. Please explain to us the
components used in calculating the ‘Offering price to pro-forma net income per share’ and
revise where appropriate.

    Response:

    The “Offering price to pro forma net income per
share” calculation on page 33 is based on a
$10.00 per share offering price divided by an annualized pro forma net income per share.
For instance, in arriving at a ratio of 22.73x at the minimum of the offering range, the
$10.00 per share offering price was divided by $0.44, which is the annualized pro forma net
income per share where the nine-month pro forma net income per share is $0.33. To clarify
this issue, we have relabeled the appropriate line in the chart on
page 33 as “Offering
price to annualized pro forma net income per share.”

    Confirming Documentation

    Revisions contained in the table on page 33 of the Amended Registration Statement under the
heading “UNAUDITED PRO FORMA DATA.”

    13.

    Please revise to include a description of how you determined the number of shares considered
outstanding in calculating pro forma net income per share.

    Response:

    We have made an appropriate disclosure in the footnotes to the unaudited pro forma data
tables addressing this issue.

    Confirming Documentation

    Revisions contained in footnote (3) on page 35 of the Amended Registration Statement under
the heading “UNAUDITED PRO FORMA DATA.”

    14.

    Please revise the footnote reference related to the Common stock acquired by recognition and
retention plan on the Pro-Forma data to reference the correct footnote.

July 19, 2005

Page 8

    Response:

    We have revised the footnote references regarding common stock acquired by the recognition
and retention plan on pages 33 through 35 to reference the correct footnote.

    Confirming Documentation

    Revisions to the footnote references contained in the
tables on pages 33-35 of the Amended
Registration Statement under the heading “UNAUDITED PRO FORMA DATA.”

    15.

    Please revise to explain why you use a tax rate of 36.5% for tax effects on Pro-forma
adjustments when the statutory rate in your financial statements is 35%.

    Response:

    Wauwatosa Holdings uses an effective tax rate of 36.5% in the pro forma data as that is the
current effective rate being accrued by Wauwatosa Savings on a monthly basis. The 36.5%
effective tax rate is the combined federal and state rate, including the on-going effect of
the dispute with the Wisconsin Department of Revenue, as described elsewhere in the
registration statement.

    Note (9) beginning on page F-19 of the consolidated financial statements indicates that the federal
statutory rate is 35%. As described in the table on page F-20, the effect of state taxes is
also included in calculating the effective tax rate.

    We have expanded the disclosure in the introductory paragraphs to the pro forma data table
to clarify that an effective tax rate of 36.5% has been applied in calculating the pro forma
data, unless otherwise indicated.

    Confirming Documentation

    Revisions on page 31 of the Amended Registration Statement under the heading “UNAUDITED PRO
FORMA DATA.”

July 19, 2005

Page 9

    16.

    Please revise to provide dilutive earnings per share in the Pro Forma Data.

    Response:

    We have revised footnotes (4) and (6) to the pro forma data to include calculations of pro
forma net income per share and pro forma stockholders’ equity per share for the nine months
ended March 31, 2005 and the year ended June 30, 2004.

    Confirming Documentation

    Revisions to footnotes (4) and (6) on page 36 of the Amended Registration Statement under
the heading “UNAUDITED PRO FORMA DATA.”

Comparison of Valuation and Pro Forma Information With and Without the Foundation...page 44

    17.

    Please revise to clarify how your Pro Forma Data ‘Without the Foundation’ is calculated. We
are unable to recalculate the numbers in your chart based on the current information. Provide
annotated footnotes as appropriate.

    Response:

    On July 12, 2005, our counsel Quarles & Brady LLP had discussions with Messrs. Don Walker
and Matthew Komar of the SEC regarding this comment. As a result of those discussions,
Messrs. Walker and Komar stated that no additional disclosures would be required.

    Confirming Documentation

    None required.

Sources of Funds – Deposits...page 90

    18.

    Please revise the table that sets forth the maturity of outstanding certificates of deposit
in amounts greater than or equal to $100,000 to comply with the maturity ranges required by
Guide 3 (V)D.

    Response:

    We have revised the maturity ranges in the applicable table, as required by Guide 3(V)D, to
include the following ranges: (i) three months or less; (ii) over

July 19, 2005

Page 10

    three months through six
months; (iii) over six months through 12 months; and (iv) over 12 months.

    Confirming Documentation

    Revisions to table on page 71 of the Amended Registration Statement under the heading
“Sources of Funds—Deposits.”

Employment Agreements...page 119

    19.

    Discuss the terms and duration of the employment agreement with Mr. Stephens.

    Response:

    We have expanded the disclosure regarding the employm