FIRST ALLEN PARISH BANCORP INC
SC 13D/A, 1996-10-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                AMENDMENT NO. 1*


                        First Allen Parish Bancorp, Inc.
                        --------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                   317938108
                                   ---------
                                 (CUSIP Number)
<TABLE>
<CAPTION>

<S>                                         <C>
Mr. Jonathan Brooks                            Richard Goldberg, Esq.
950 Third Avenue                               Shereff, Friedman, Hoffman & Goodman, LLP
20th Floor                                     919 Third Avenue
New York, New York 10022 (212) 421-2600        New York, New York 10022 (212) 758-9500
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                               September 30, 1996
                               ------------------
            (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*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
disclosures provided in a prior cover page.

The information required on 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>




                                  SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No.     317938108                              Page  2  of  3  Pages
          --------------------                            ---    ---
- -------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Jonathan Brooks
- -------------------------------------------------------------------------------

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]
                                                                      (b) [ ]

- -------------------------------------------------------------------------------
3        SEC USE ONLY

- -------------------------------------------------------------------------------
4        SOURCE OF FUNDS*
         PF
- -------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)                                   [ ]

- -------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION
         United States
- -------------------------------------------------------------------------------

      NUMBER OF        7       SOLE VOTING POWER
       SHARES                           20,000
    BENEFICIALLY  -------------------------------------------------------------
      OWNED BY         8       SHARED VOTING POWER
        EACH                                 0
      REPORTING   -------------------------------------------------------------
       PERSON          9       SOLE DISPOSITIVE POWER
         WITH                           20,000
                  -------------------------------------------------------------
                      10       SHARED DISPOSITIVE POWER
                                             0

- -------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                                    20,000
- -------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                  [ ]
- -------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                      7.6%
- -------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*
                                        IN
- -------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 3






    
<PAGE>


                          SCHEDULE 13D AMENDMENT NO. 1
                        FIRST ALLEN PARISH BANCORP, INC.

          This Amendment No. 1 to the Statement on Schedule 13D (the
"Initial Schedule 13D") filed by Jonathan Brooks, is being filed solely to
correct an error in the number of outstanding shares of Common Stock of the
Company reflected in the Initial Schedule 13D.

Item 5. Interest in Securities of the Issuer.

        Item 5 of the Initial Schedule 13D is hereby amended to read in its
entirety as follows:

        As of October 10, 1996, Mr. Brooks is the beneficial owner of an
aggregate of 20,000 shares of Common Stock, which represents 7.6% of the
outstanding Common Stock of the Company. Mr. Brooks possesses the sole power to
vote and direct the disposition of all of the shares of Common Stock
beneficially owned by him.

        The number of shares beneficially owned by Mr. Brooks and the
percentage of outstanding shares represented thereby, have been computed in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The percentage ownership of Mr. Brooks assumes that there are 264,506
outstanding shares of Common Stock of the Company, as reported by the Company
on October 10, 1996.

        The following transactions were conducted by Mr. Brooks
during the past sixty days:

          a.   On September 30, 1996, Mr. Brooks purchased 5,000 shares of
               Common Stock at a price of $10.00 in the Company's initial
               public offering.

          b.   On September 30, 1996, Mr. Brooks purchased 15,000 shares of
               Common Stock at a price of $13.083 in an over the counter
               transaction.

               No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of the Common
Stock beneficially owned by Mr. Brooks.


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.


Dated:  October 21, 1996


                                                       /s/    Jonathan Brooks
                                                       ----------------------
                                                              Jonathan Brooks








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