SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Old Second Bancorp, Inc. (Name of
Insurer)
Common Stock (Title of
Class of Securities)
680-277-10-0
(CUSIP Number)
*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).
(Continued on following page(s))
Page 1 of 5 Pages
CUSIP No. 680-277-10-0 13G
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Old Second National Bank of Aurora
36-1577458
2 Check the Appropriate Box if a Member of A Group* (a)/_/
(b)/_/
3 SEC USE ONLY
4 Citizenship or Place of Organization
A National Bank Association, organized under the laws of
the United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With
5 Sole Voting Power
196,226
6 Shared Voting Power
None
7 Sole Dispositive Power
106,294
8 Shared Dispositive Power
212,645
9 Aggregate Amount Beneficially Owned By Each Reporting Person
248,725
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares*
Page 2 of 5 Pages
11 Percent of Class Represented By Amount In Row 9
8.15%
12 Type of Reporting Person*
BK
Item 1(a). Name of Issuer
Old Second Bancorp, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
37 S. River St., Aurora, Il. 60507
Item 2(a). Name of Person Filing
The Old Second National Bank of Aurora
Item 2(b). Address of Principal Business Office
37 S. River St., Aurora, Il. 60507
Item 2(c). Citizenship
A National Banking association organized under
the laws of the United States.
Item 2(d). Title of Class of Securities
Common Stock no par value
Item 2(e). Cusip Number
680 277-10-0
Item 3. Eligibility to File Schedule 13-G
Bank as defined in section 3 (a) (6) of the Act
Page 3 of 5
Item 4. Ownership
(a) Amount Beneficially Owned
248,725
(b) Percent of Class
8.15%
(c) Number of shares as to which such person has
(i) Sole power to vote or to direct the vote -
196,226
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the
disposition of - 106,294
(iv) Shared power to dispose or to direct the
disposition of 212,645
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.
A participant of Old Second's Profit Sharing Plan
and Trust can direct the trustee of the Profit
Sharing Plan and Trust to purchase shares of
Old Second Bancorp, Inc. Common Stock. The Plan
owns 248,725 (8.15%) of the total Old Second
Bancorp, Inc. stock.
Item 7. Identification and Classification of the
Subsidiary which acquired the security being
reported on by the Parent Holding Company.
Not Applicable.
Page 4 of 5
Item 8. Identification and Classification of the members
of the group.
Not Applicable.
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 purpose or effect.
After reasonable inquiry and the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
-------------------------------------------------
Date
_________________________________________________
Signature
Jean A. Pooley, Vice President and CFO
-------------------------------------------------
Name/Title
Page 5 of 5
January 28, 1999
Securities and Exchange Commission
450 Fifth St. Northwest
Washington, D. C. 20549-1004
Attention: Filing Desk
Gentlemen:
Enclosed please find an original and five copies of Schedule 13G
for the Old Second National Bank of Aurora.
Please stamp the enclosed copy of this letter and return it to us
in the self-addressed stamped envelope provided to acknowledge
your receipt of the Schedule 13G.
Sincerely,
Jean A Pooley
Vice President and CFO
