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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Life Financial Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
_________________________________________________________________
Title of Class of Securities)
53184P101
_________________________________________________________________
(CUSIP Number)
John M. Stein
507 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
(513) 241-6166
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1997
_________________________________________________________________
(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 schedule because of Rule 13d-1(b)(3) or
(4), check the following box ___.
*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 1 of 4 Pages
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CUSIP No. 531 84 P101 13D 2 of 6 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Financial Stocks Inc.
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ___
(b) X
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
_________________________________________________________________
6) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| | |
| NUMBER OF SHARES | 7) Sole Voting Power 586,425 |
| BENEFICIALLY OWNED |________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 35,075 |
| PERSON WITH |________________________________________|
| | 9) Sole Dispositive Power 586,425 |
| |________________________________________|
| | 10) Shared Dispositive Power 35,075 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
621,500
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
9.5%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
IA
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This statement relates to the Common Stock $.01 par
value ("Common Stock"), of Life Financial Corporation (the
"Issuer"). The name and address of the principal executive
offices of the Issuer are as follows:
Life Financial Corporation
1598 East Highland Avenue
San Bernadino, CA 92404
The person filing this statement is Financial Stocks
Inc., an Ohio corporation ("FSI"). FSI's business address is 507
Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202.
FSI is a registered investment advisor and acts as
general partner of Financial Stocks Limited Partnership ("FSLP")
and as an investment advisor for Rising Stars Offshore Fund L.P.
("Rising Stars").
This filing further amends the Schedule 13D previously
filed by FSI with respect to the Issuer, as previously amended.
Item 5 of such Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
------------------------------------
The following table sets forth information with respect
to the shares of Common Stock of which FSI has or shares
beneficial ownership:
Percent of
Record Owner Number of Shares Outstanding
- ------------ ---------------- -----------
FSLP 586,425 (1) 8.9
Rising Stars 35,075 (2) .5
(1) As general partner of FSLP, FSI has sole voting power and
dispositive power with respect to these shares.
(2) As an investment advisor to Rising Stars, FSI shares voting
power and dispositive power with respect to these shares.
The following table sets forth information with respect
to all transactions with respect to the Common Stock in which FSI
has engaged in the last 60 days which have not been previously
reported.
Date Shares Purchased Price Per Share
- ---- ---------------- ---------------
3/12/98 30,000 $19.50
The shares described above were purchased in open market
transactions.
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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.
FINANCIAL STOCKS INC.
March 13, 1998 By: /s/ John M. Stein
- -------------- -------------------------------
Date John M. Stein
President
