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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2) *
Patapsco Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
702898 10 7
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 pages<PAGE>
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CUSIP No. 702898 10 7 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Patapsco Bancorp, Inc. Employee Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
52-2004618
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 41,341
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 41,341
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 41,341
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.7%
12. TYPE OF REPORTING PERSON:* EP
SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 702898 10 7 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Thomas P. O'Neill
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 786
6. SHARED VOTING POWER 36,744
7. SOLE DISPOSITIVE POWER: 786
8. SHARED DISPOSITIVE POWER: 40,087
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 40,873
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.5%
12. TYPE OF REPORTING PERSON:* IN
SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 702898 10 7 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS:
S. Robert Kinghorn
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 1,182
6. SHARED VOTING POWER 41,144
7. SOLE DISPOSITIVE POWER: 1,182
8. SHARED DISPOSITIVE POWER: 40,087
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 42,326
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.9%
12. TYPE OF REPORTING PERSON:* IN
SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 702898 10 7 13G Page 5 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Theodore Patterson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 1,062
6. SHARED VOTING POWER 40,894
7. SOLE DISPOSITIVE POWER: 1,062
8. SHARED DISPOSITIVE POWER: 40,087
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 41,956
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.8%
12. TYPE OF REPORTING PERSON:* IN
SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 702898 10 7 13G Page 6 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Patapsco Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1301 Merritt Boulevard
Dundalk, Maryland 21222-2194
ITEM 2(a) NAME OF PERSON(S) FILING.
Patapsco Bancorp, Inc. Employee Stock Ownership Plan
Trust ("ESOP"), and the following individuals who serve as its
trustees: S. Robert Kinghorn, Thomas P. O'Neill, and Theodore
Patterson.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i) and (j) are not
applicable. This Schedule 13G is being filed on behalf of the
ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters. <PAGE>
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Page 7 of 8 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
The ESOP Committee has the power to determine whether
dividends on allocated shares that are paid to the ESOP trust are
distributed to participants or are used to repay the ESOP loan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and belief,
the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.<PAGE>
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Page 8 of 8 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
PATAPSCO BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Thomas P. O'Neill February 16, 1999
__________________________________ _________________
Thomas P. O'Neill Date
/s/ S. Robert Kinghorn February 16, 1999
__________________________________ ________________
S. Robert Kinghorn, as Trustee Date
/s/ Theodore Patterson February 16, 1999
__________________________________ ________________
Theodore Patterson, as Trustee Date
/s/ Thomas P. O'Neill February 16, 1999
_________________________________________ ________________
Thomas P. O'Neill Date
Stockholder
/s/ S. Robert Kinghorn February 16, 1999
_________________________________________ ________________
S. Robert Kinghorn, as an Individual Date
Stockholder
/s/ Theodore Patterson February 16, 1999
_________________________________________ ________________
Theodore Patterson, as an Individual Date
Stockholder
