UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lexford Residential Trust
________________________________________________________________
(Name of Issuer)
Common Shares of Beneficial Interest, $.01 par value per share
________________________________________________________________
(Title of Class of Securities)
528933 10
______________________________________
(CUSIP Number)
James J. Henson
Managing Director and General Counsel
BOCP Holdings Corporation
150 East Gay Street, 24th Floor
Columbus, OH 42315
(614) 217-1111
________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 1999
______________________________________
(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 that is the subject
of this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7 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. 528933 10 Page 1 of 7
-------------------- ------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BOCP Holdings Corporation, an Ohio corporation 31-1384400
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF (WC of corporate parent)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
NUMBER
OF - 0 -
SHARES -------------------------------------------------------
BENEFI- 8 SHARED VOTING POWER
CIALLY
OWNED BY - 0 -
EACH ------------------------------------------------------
REPORT- 9 SOLE DISPOSITIVE POWER
ING
PERSON - 0 -
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
---------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
Page 2 of 7
ATTACHMENT TO SCHEDULE 13D
FILED ON BEHALF OF BOCP HOLDINGS CORPORATION
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 is filed solely by BOCP Holdings
Corporation, an Ohio corporation ("BOCP"). To the extent
that BOCP previously may have been deemed a member of a
"group" for purposes of reporting under Section 13(d) of the
Act, as of June 17, BOCP is no longer a member of the group.
BOCP made its voting and dispositive decisions regarding
Lexford Resident Trust (the "Issuer") common shares it sold
since the original 13-D was filed independently of any other
person. With this Amendment No. 1, BOCP terminates
reporting its less than 5% position on this form.
ITEM 4. PURPOSE OF TRANSACTION
As set forth in Exhibit A, Banc One Capital Markets,
Inc., an affiliate of BOCP, requested, by letter dated
December 3, 1998, that the Issuer's board of directors
consider the appointment of an independent director to the
board. As of the date of this filing, BOCP has received no
notice from the Issuer that the composition of its board has
changed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ITEM 5(C). Transactions by BOCP for its own account
for the past sixty (60) days are shown on the table attached
as Exhibit B.
ITEM 5(E). As of June 17, 1999 BOCP owns no shares of
the Issuer's common shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Letter of James S. Chapman, Vice Chairman,
Banc One Capital Markets, Inc. to Joseph
Madigan, Chairman of the Board of Directors
of Lexford Residential Trust, dated December
3, 1998.
Exhibit B Summary of transactions by BOCP in the
Issuer's shares in the previous sixty (60)
days.
<PAGE>
Page 3 of 7
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 as of June 17, 1999.
Date: June 17, 1999 By: /s/ James J. Henson
___________________
Name: James J. Henson
Title: Managing Director
and General Counsel
<PAGE>
Page 4 of 7
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
A A copy of a letter from James S. Chapman, 5
Vice Chairman, Banc One Capital Markets,
Inc. to Joseph Madigan, Chairman of the
Board of Directors of Lexford Residential
Trust, dated December 3, 1998.
B Summary of transactions by BOCP in the 7
Issuer's shares in the previous sixty (60)
days.
Page 5 of 7
Exhibit A
---------
Banc One Capital Markets, Inc.
OH1 0340
150 E. Gay Street, 24th Floor
Columbus, OH 43215
Tel. 614-217-1100
[Banc One logo]
December 3, 1998
Mr. Joseph E. Madigan
Lexford Residential Trust
41 South High Street
Suite 2410
Columbus, OH 43215
Dear Mr. Madigan:
As you know, Banc One Capital Holdings Corporation and
its related affiliates have a substantial share ownership in
Lexford Residential Trust. Our interests, like yours, are
to maximize shareholder value for all shareholders of
Lexford. We are pleased that the Board of Lexford has taken
steps to reduce overhead and improve operating efficiency.
However, we believe that there are further steps which can
and should be taken which will result in a healthier company
and enhanced shareholder value.
On behalf of Banc One Corporation, we manage
approximately $500,000,000 of mezzanine and venture capital
investments. Based on that experience, we know it is often
quite difficult for directors who are focused from day to
day on the management of the company to view the company
solely from the viewpoint of an investor. Our experience
has shown us that the investor's point of view is best
represented by board members who are independent of
management.
Banc One Capital strongly supports adding a new outside
board member to the Lexford board to represent the interests
of Banc One Capital and similarly situated investors. We
know that other investors have expressed a similar
viewpoint. Therefore, we hereby request that the board of
Lexford formally consider the nomination of such an outside
director for inclusion in this year's coming elections.
<PAGE>
Page 6 of 7
We believe that this proposal is in the best interest
of all Lexford stakeholders. We look forward to your prompt
response to our request.
Very truly yours,
/s/ James S. Chapman
_____________________
James S. Chapman
JSC/dml
cc: David R. Meuse
Tom Berlin
Page 7 of 7
Exhibit B
Summary of Lexford Residential Trust Sales
TRADE Gross S.E.C. Net
DATE # shares Price Proceeds Commission Fee Proceeds
________ _______ _______ ___________ __________ ______ ___________
05/10/99 6,000 $17.563 $105,375.00 $300.00 $3.51 $105,067.63
05/11/99 10,500 $17.643 $185,250.45 $525.00 $6.18 $184,715.42
05/12/99 2,000 $17.688 $35,375.00 $100.00 $1.18 $35,273.82
05/13/99 9,400 $17.585 $165,299.94 $470.00 $5.51 $164,824.43
05/17/99 3,000 $17.417 $52,250.10 $150.00 $1.74 $52,098.36
05/18/99 4,000 $17.438 $69,750.00 $200.00 $2.33 $69,547.68
05/19/99 2,600 $17.438 $45,337.50 $130.00 $1.51 $45,205.99
05/20/99 7,000 $17.420 $121,937.20 $350.00 $4.06 $121,583.14
05/21/99 11,000 $17.438 $191,812.50 $550.00 $6.39 $191,256.11
05/24/99 19,000 $17.559 $333,624.80 $950.00 $11.12 $332,663.68
05/25/99 23,200 $17.671 $409,974.16 $1,160.00 $13.67 $408,800.49
05/26/99 10,400 $17.803 $185,150.16 $520.00 $6.17 $184,623.99
05/27/99 7,500 $17.796 $133,468.50 $375.00 $4.45 $133,089.05
05/28/99 4,500 $17.788 $80,046.00 $225.00 $2.67 $79,818.33
06/01/99 10,000 $17.713 $177,130.00 $500.00 $5.90 $176,624.10
06/02/99 9,500 $17.776 $168,874.85 $475.00 $5.63 $168,394.22
06/03/99 33,600 $18.250 $613,200.00 $1,680.00 $20.44 $611,499.56
06/04/99 6,800 $19.042 $129,487.64 $340.00 $4.32 $129,143.32
06/07/99 5,800 $19.070 $110,606.00 $290.00 $3.69 $110,312.31
06/08/99 15,000 $19.233 $288,499.50 $750.00 $9.62 $287,739.88
06/09/99 2,900 $19.703 $57,137.54 $145.00 $1.90 $56,990.64
06/10/99 6,500 $20.108 $130,700.05 $325.00 $4.36 $130,370.69
06/14/99 5,890 $20.021 $117,924.87 $294.50 $3.93 $117,626.44
_______ _____________ __________ _______ _____________
TOTALS: 216,090 $3,908,211.76 $10,804.50 $130.27 $3,897,269.27
