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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: Foothill Independent Bancorp
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 344905104
(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)
September 18, 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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 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).
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CUSIP No.: 344905104
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:
428,607
9. Sole Dispositive Power:
10. Shared Dispositive Power:
428,607
11. Aggregate Amount Beneficially Owned by Each Reporting Person
428,607
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.43%
14. Type of Reporting Person
PN
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CUSIP No.: 344905104
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:
428,607
9. Sole Dispositive Power:
10. Shared Dispositive Power:
428,607
11. Aggregate Amount Beneficially Owned by Each Reporting Person
428,607
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.43%
14. Type of Reporting Person
IN
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CUSIP No.: 344905104
1. Name of Reporting Person
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:
428,607
9. Sole Dispositive Power:
10. Shared Dispositive Power:
428,607
11. Aggregate Amount Beneficially Owned by Each Reporting Person
428,607
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.43%
14. Type of Reporting Person
IN
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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 Common Stock, $.01 par
value (the "Shares"), of Foothill Independent Bancorp (the
"Issuer") has increased from 6.89% to 8.43% of the Shares
outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 428,607 Shares. All 428,607 Shares
are held by either the Partnerships, the International
Fund or the managed accounts. All the Shares were
purchased in open market transactions. The Shares were
purchased for an aggregate purchase price of
$4,340,155.86. 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 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 428,607 Shares. Based on
information received from the Issuer, as of
September 29, 1997 there were 5,086,836 Shares
outstanding. Therefore, the Reporting Persons are
deemed to beneficially own 8.43% 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 since sixty days prior to September 18, 1997
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through the date of this filing 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 since 60 days prior to September 18,
1997 through the date of this filing is filed
herewith as Exhibit B.
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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
September 30, 1997
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00705003.AI1
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
September 30, 1997 relating to the Common Stock of Foothill
Independent Bancorp 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.AI1
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
8/19/97 3,200 $13.5
8/19/97 5,489 13.375
8/22/97 7,500 13.625
8/22/97 1,500 13.875
8/29/97 1,000 14.375
9/18/97 10,190 14
9/19/97 3,000 14.125
9/25/97 16,000 14.375
9/25/97 2,100 14.125
00705003.AI1
