POCAHONTAS BANCORP INC
SC 13G, 2000-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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. 1)*


                            Pocahontas Bancorp, Inc.
                            -----------------------
                                (Name of Issuer)


                     Common Stock, $.01 par value per share
               ---------------------------------------------------
                         (Title of Class of Securities)

                                   730234-10-1
                               ------------------
                                 (CUSIP Number)

                                December 31, 1999
                                -----------------
             (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)

         |_|      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 5 Pages


<PAGE>


CUSIP NO.   730234 10 1                                        Page 2 of 5 Pages



================================================================================
1        NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Pocahontas Federal Savings and Loan Association
                  401 (k) Savings and Employee Stock Ownership Plan
                  IRS ID No.  71-0753842
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a)   |_|
                                                                       (b)   |_|
- --------------------------------------------------------------------------------
3        SEC USE ONLY


- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Arkansas
- --------------------------------------------------------------------------------
                     |     5                 SOLE VOTING POWER
                     |
                     |                       244,353
                     |
                     |
                     |
                     |
                     | ---------------------------------------------------------
                     |     6                 SHARED
                     |                       VOTING
                     |                       POWER
                     |
    NUMBER OF        |
      SHARES         |                       310,816
   BENEFICIALLY      | ---------------------------------------------------------
     OWNED BY        |     7                 SOLE
       EACH          |                       DISPOSITIVE
    REPORTING        |                       POWER
   PERSON WITH       |
                     |
                     |                       555,169
                     | ---------------------------------------------------------
                     |     8                 SHARED
                     |                       DISPOSITIVE
                     |                       POWER
                     |
                     |
                     |                       0
- --------------------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                555,169
- --------------------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*

                                                                             |_|
- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  10.1% of 5,510,614 shares of Common Stock outstanding as of December 31, 1999.
- --------------------------------------------------------------------------------
12       TYPE IN REPORTING PERSON*

                  EP
================================================================================



<PAGE>


CUSIP NO.   730234 10 1                                        Page 3 of 5 Pages



Item 1(a).        Name of Issuer:

                  Pocahontas Bancorp, Inc.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  203 West Broadway
                  Pocahontas, Arkansas 72455-3420

Item 2(a).        Name of Person Filing:

                  Pocahontas Federal Savings and Loan Association
                  Employee Stock Ownership Plan
                  Trustee: N. Ray Campbell
                             Marcus Van Camp
                             Ralph B. Baltz
                             Charles Ervin
                             Robert Rainwater

Item 2(b).        Address of Principal Business Office:

                  203 West Broadway
                  Pocahontas, Arkansas 72455-3420

Item 2(c).        Citizenship or Place of Organization:

                  Arkansas

Item 2(d).        Title of Class of Securities:

                  Common Stock, par value $.01 per share

Item 2(e).        CUSIP Number:

                  730234 10 1

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| This person is an Employee Benefit Plan,  Pension Fund
                  which is subject to the provisions of the Employee  Retirement
                  Income Security Act of 1974; see 13d-1(b)(1)(ii)(F).

Item 4.           Ownership:



<PAGE>


CUSIP NO.   730234 10 1                                        Page 4 of 5 Pages



             As of December 31, 1999,  the  reporting  person  beneficially
             owned  555,169  shares of the  Issuer.  This  number of shares
             represents  10.1% of the  common  stock,  par  value  $.01 per
             share,  of the  Issuer,  based upon  5,510,614  shares of such
             common  stock  outstanding  as of  December  31,  1999.  As of
             December 31, 1999, the reporting person has sole power to vote
             or to direct  the vote of 244,353  shares and shared  power to
             vote or to direct the vote of 310,816  shares.  The  reporting
             person has sole power to dispose or to direct the  disposition
             of 555,169 shares of common stock.

Item 5.      Ownership of Five Percent or Less of a Class:

             Not applicable

Item 6.      Ownership of More Than Five Percent on Behalf of Another Person:

             Not applicable

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:

             The  reporting  person is an employee  benefit plan subject to
             the provisions of the Employee  Retirement Income Security Act
             of 1974.

Item 9.      Notice of  Dissolution of Group:

             Not applicable

Item 10.     Certification:

             By signing  below I certify  that, to the best of my knowledge
             and belief, the securities  referred to above were acquired in
             the ordinary  course of business and were not acquired for the
             purpose  of  and  do  not  have  the  effect  of  changing  or
             influencing  the control of the issuer of such  securities and
             were not acquired in connection  with or as a  participant  in
             any transaction having such purposes or effect.


<PAGE>


CUSIP NO. 730234 10 1                                          Page 5 of 5 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.



Date: February 14, 2000                     POCAHONTAS FEDERAL SAVINGS AND
                                            LOAN ASSOCIATION 401(K) SAVINGS AND
                                            EMPLOYEE STOCK OWNERSHIP PLAN


                                            /s/ Ralph B. Baltz
                                            ------------------------------------
                                            Ralph B. Baltz
                                            Trustee




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