Eighteen months after fending off a takeover attempt, Oliver W. Waddell on Tuesday announced his retirement as chairman of Star Banc Corp., Cincinnati, solidifying power in the hands of successor Jerry A. Grundhofer.

Mr. Grundhofer, a former vice chairman of BankAmerica Corp., was named president and chief executive of the &7.6 billion-asset banking company this summer. He will assume the additional duties of chairman upon Mr. Waddell's departure at yearend.

Mr. Waddell said a "major factor" in the timing of his retirement is the successful creation of a new senior management team under Mr. Grundhofer.

Held Off Buyout Bid

The new chairman will be responsible for further boosting Star Banc's performance and preserving its independence.

Mr. Waddell was thrust into the national headlines in the spring of 1992, when hometown rival Fifth Third Bancorp went public with an unsolicited buyout offer.

Though placed under huge pressure to sell Mr. Waddell repulsed the overtures and stepped up a corporate overhaul.

His efforts bore fruit in 1993, as expenses fell and fee revenue rose. Star Banc's $3.8 million of earnings for the first time months traslates into an annualized return on assets of 1.31%, accompanied with 1.09% during the same period of 1992.

Retail a Priority

However, Star Banc common stoc has been trading at roughly $34 per share, just slightly above its 52-week low. Analysts attributed this malaise to concerns about growth prospects and to the slide in bank stock prices.

Fifth Third's offer was valued at $42 per share, based on trading values in mid-1992.

After putting most components of his renovation in place, Mr. Waddell this spring indicated he would take early retirement, citing a desire to spend more time with his wife.

Mr. Grundhofer made retail banking a priority at Star Banc, where commercial lending had formerly been emphasized.

Ex-Colleagues Hired

Fleshing out his new team, the executive recruited two former BankAmerica collegues, Richard K. Davis, who became head of consumer banking, and David M. Moffett, now chief financial officer.

Mr. waddell joined Star Banc predecessor First National Bank of Cincinnati in 1957, rising to become chairman and chief executive in October 1983.

He assumed the additional title of president of August 1990.

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