UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Professional Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
743112104
(CUSIP Number)
JoAnn M. Strasser, Esq., Brown, Cummins & Brown Co., L.P.A., 3500 Carew Tower,
441 Vine Street, Cincinnati, Ohio 45202 (513) 381-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1992
(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. [ ]
Check the following box if a fee is being paid with the statement.
[ XX ] (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of equity securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
(Continued on Following Pages)
(Page 1 of 20 Pages)
_____________________________
* 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 and
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. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricia W. Niehoff
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
U.S.
NUMBER OF SHARES 7. SOLE VOTING POWER 97,571
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 97,571
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,571 shares of common stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
Additional Information
Item 1 Security and Issuer:
This schedule relates to the common stock of Professional Bancorp, Inc.
(the "Issuer"), whose principal executive offices are located at 606 Broadway,
Santa Monica, California 90401.
Item 2 Identity and Background:
a. Name: Patricia W. Niehoff
b. Residence Address: One Hill and Hollow Lane,
Cincinnati, Ohio 45208
c. Principal Occupation: student
d. No
e. No
f. Citizenship: United States
Item 3 Source and Amount of Funds or Other Consideration:
This schedule is being filed to disclose the ownership by Reporting
Person of more than 5% of the common stock of Issuer. On December 31, 1992,
Reporting Person purchased 50,000 shares of stock with personal funds totaling
$662,500. This purchase gave Reporting Person a total of 85,000 shares which
represented 7% of the outstanding shares. Reporting Person was not aware that
this purchase caused her to cross the 5% threshold which requires the filing of
this Schedule. Subsequent acquisitions of stock have included a total of 4,500
shares purchased with personal funds totaling $32,673 and a total of 9,071
shares received as stock dividends. Reporting Person was not aware that any
of these purchases were made at a time when Reporting Person's holdings were
above the 5% filing threshold. As soon as Reporting Person became aware of the
fact that she owned over 5% of the outstanding stock of Issuer, she took
immediate steps to procure the filing of this Schedule. Total holdings of
Reporting person as of filing date include 88,500 shares of stock purchased
with personal funds totaling $957,968.50 and 9,071 shares received as stock
dividends.
Item 4 Purpose of the Transaction:
Reporting Person has acquired stock in Issuer for the sole purpose of
personal investment.
Item 5 Interest in Securities of the Issuer:
(a) Reporting Person beneficially owns 97,571 shares of common stock,
representing 7.5% of the outstanding stock of the Issuer.
(b) Reporting Person has sole power to vote or to direct the vote,
and sole power to dispose or to direct the disposition of such Reporting
Person's shares of the Issuer's common stock.
(c) N/A
(d) N/A
(e) N/A
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
Reporting Persons has entered into no contracts, arrangements,
understandings or relationships with respect to securities of the Issuer.
Item 7 Materials to be Filed as Exhibits:
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: August 25, 1996 By: /s/ Patricia W. Niehoff
Patricia W. Niehoff
