<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: First Oak Brook Bancshares, Inc.
Title of Class of Securities: Class A Common Stock
CUSIP Number: 335847208
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Bennett Lindenbaum, c/o Basswood Partners, 52 Forest Avenue,
Paramus, NJ 07652; (201) 843-3644
(Date of Event which Requires Filing of this Statement)
January 30, 1997
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 line 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
class. See Rule 13d-7).
*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>
CUSIP No.: 335847208
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basswood Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
80,141
9. Sole Dispositive Power:
10. Shared Dispositive Power:
80,141
11. Aggregate Amount Beneficially Owned by Each Reporting Person
80,141
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-2-
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.32%
14. Type of Reporting Person
PN
-3-
<PAGE>
CUSIP No.: 335847208
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Matthew Lindenbaum ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
80,141
9. Sole Dispositive Power:
10. Shared Dispositive Power:
80,141
11. Aggregate Amount Beneficially Owned by Each Reporting Person
80,141
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-4-
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.32%
14. Type of Reporting Person
IN
-5-
<PAGE>
CUSIP No.: 335847208
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Lindenbaum ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
80,141
9. Sole Dispositive Power:
10. Shared Dispositive Power:
80,141
11. Aggregate Amount Beneficially Owned by Each Reporting Person
80,141
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-6-
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.32%
14. Type of Reporting Person
IN
-7-
<PAGE>
The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that the ownership of Basswood
Partners, L.P., Matthew Lindenbaum and Bennett Lindenbaum
(together, the "Reporting Persons") in the Class A Common Stock
(the "Shares"), of First Oak Brook Bancshares (the "Issuer") has
decreased from 9.38% to 4.32% of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of Basswood
Partners, L.P. ("Basswood"), a Delaware limited
partnership, and Matthew and Bennett Lindenbaum, the
sole principals of Basswood Management, Inc., Basswood's
general partner. Basswood's principal office is at 52
Forest Avenue, Paramus, NJ 07652. Basswood is the
general partner of Basswood Financial Partners, L.P. and
Whitewood Financial Partners, L.P. (the "Partnerships"),
the investment manager for Basswood International Fund,
Inc. (the "International Fund") and has investment
discretion over certain managed accounts (the "managed
accounts").
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Matthew Lindenbaum and Bennett Lindenbaum are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 80,141 Shares. All 80,141 Shares
are held by either the Partnerships, the International
Fund or the managed accounts. All the Shares were
purchased in open market transactions. The funds for
the purchase of the Shares held in the Partnerships, the
International Fund or the managed accounts have come
from the working capital of the Partnerships, the
International Fund or the managed accounts. The working
-8-
<PAGE>
capital of these entities includes the proceeds of
margin loans entered into in the ordinary course of
business with Goldman Sachs & Co., such loans being
secured by the securities owned by them.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 80,141 Shares. Based on
information received from the Issuer, as of December 31,
1996 there were 1,854,482 Shares outstanding.
Therefore, the Reporting Persons are deemed to
beneficially own 4.32% of the outstanding Shares. The
Reporting Persons have the power to vote, direct the
vote, dispose of or direct the disposition of all the
Shares that they are deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Persons in the past sixty days were effected in open-
market transactions and are set forth in Exhibit B
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons in the past sixty days is filed
herewith as Exhibit B.
-9-
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
_____________________________
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
_________________________________
Matthew Lindenbaum
/s/ Bennett Lindenbaum
_________________________________
Bennett Lindenbaum
February 10, 1997
-10-
00705003.AG5
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
February 10, 1997 relating to the Class A Common Stock of
First Oak Brook Bancshares shall be filed on behalf of the
undersigned.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
_____________________________
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
_________________________________
Matthew Lindenbaum
/s/ Bennett Lindenbaum
_________________________________
Bennett Lindenbaum
00705003.AG5
<PAGE>
Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
12/31/96 1,000 $23.75
1/8/97 (2,500) 23.50
1/14/97 (6,000) 23.50
1/30/97 (85,000) 23.38
00705003.AG5
