SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1(b) AND 13d-
2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
AFFILIATED COMMUNITY BANCORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
008188104
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of 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).
____________________
1The 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 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 Notes).
<PAGE>
CUSIP No. 008188104 13G Page 1 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
SMITH BREEDEN ASSOCIATES, INC.
I.R.S. IDENTIFICATION NO. 48-0938275
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF KANSAS
NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 008188104 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
DOUGLAS T. BREEDEN
S.S.# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
AFFILIATED COMMUNITY BANCORP
Item 1(b). Address of Issuer's Principal Executive Offices:
716 Main Street, Waltham, Massachusetts 02154
Item 2(a). Name of Person(s) Filing:
SMITH BREEDEN ASSOCIATES, INC.
DOUGLAS T. BREEDEN
Item 2(b). Address of Principal Business Office, or, if None,
Residence:
100 Europa Drive, Suite 200, Chapel Hill, NC 27514
Item 2(c). Citizenship:
Smith Breeden Associates, Inc. is a registered
Investment Adviser, organized in the State of
Kansas; Douglas T. Breeden is a citizen of the
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
008188104
Item 3. If this statement is filed pursuant to Rules 13d-1(b)or
13d-2(b), check whether the person filing is a:
(a) Broker or dealer registered under Section 15 of the
Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) X Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Securities Act of 1974 or Endowment Fund; see 13d
1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>
Item 4. Ownership.
(a) Amount beneficially owned:(See Exhibit A attached
hereto) -0-
(b) Percent of class:
0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition
of: -0-
(iv) Shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class. X
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.
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 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.
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.
January 28, 1997
(Date)
/S/ Douglas T. Breeden
(Signature)
Douglas T. Breeden, as
President of the Investment
Adviser and Individually
(Name/Title)
<PAGE>
EXHIBIT A
Smith Breeden Associates, Inc. no longer holds shares of
the Common Stock of Affiliated Community Bancorp (the "Shares").
(Douglas T. Breeden owns 66.27% of the voting stock of Smith
Breeden Associates, and by virtue of this ownership formerly
owned and had control over the Shares.)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1(b) AND 13d-
2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
AFFILIATED COMMUNITY BANCORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
008188104
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of 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).
____________________
1The 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 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>
CUSIP No. 008188104 13G Page 1 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
SMITH BREEDEN ASSOCIATES, INC.
I.R.S. IDENTIFICATION NO. 48-0938275
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF KANSAS
NUMBER OF 5. SOLE VOTING POWER
SHARES 323,500
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
323,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.106%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 008188104 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
DOUGLAS T. BREEDEN
S.S.# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 5. SOLE VOTING POWER
SHARES 323,500
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
323,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.106%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
AFFILIATED COMMUNITY BANCORP
Item 1(b). Address of Issuer's Principal Executive Offices:
716 Main Street, Waltham, Massachusetts 02154
Item 2(a). Name of Person(s) Filing:
SMITH BREEDEN ASSOCIATES, INC.
DOUGLAS T. BREEDEN
Item 2(b). Address of Principal Business Office, or, if None,
Residence:
100 Europa Drive, Suite 200, Chapel Hill, NC 27514
Item 2(c). Citizenship:
Smith Breeden Associates, Inc. is a registered
Investment Adviser, organized in the State of
Kansas; Douglas T. Breeden is a citizen of the
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
008188104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) Broker or dealer registered under Section 15 of the
Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) X Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Securities Act of 1974 or Endowment Fund; see 13d
1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>
Item 4. Ownership.
(a) Amount beneficially owned:(See Exhibit A attached
hereto) 323,500
(b) Percent of class:
6.106%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
323,500
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition
of: 323,500
(iv) Shared power to dispose or to direct the
disposition of: -0-
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.
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 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.
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.
February 13, 1996
(Date)
/S/ Douglas T. Breeden
(Signature)
Douglas T. Breeden, as
President of the Investment
Adviser and Individually
(Name/Title)
<PAGE>
EXHIBIT A
Smith Breeden Associates, Inc. holds 323,500 shares of the
Common Stock of Affiliated Community Bancorp (the "Shares").
Douglas T. Breeden owns 70.8% of the voting stock of Smith
Breeden Associates, and by virtue of this ownership owns and has
control over the Shares.
<PAGE>
