<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.:1
CASTLE BANCGROUP, INC.
-------------------------------------
(Name of Issuer)
COMMON STOCK, $.33 par value
--------------------------------------
(Title of Class of Securities)
14842P107
---------------------------------------
(CUSIP Number)
February 1, 1999
--------------------------------------
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/ x / Rule 13d-1(c)
/ / Rule 13d-1 (d)
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. 14842P107 13G PAGE 2 OF 6
1. Name of Reporting Person
Harry D. Castle
2. Check the Appropriate Box if a Member of a Group (a) / /
Not Applicable (b) / X /
3. SEC Use Only
4. Citizenship of Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 7,674
6. Shared Voting Power: 180,000
7. Sole Dispositive Power: 7,674
8. Shared Dispositive Power: 180,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 187,674
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9): 8.64%
12. Type of Reporting Person: IN
ITEM 1. ISSUER INFORMATION
(a) Name of Issuer: Castle BancGroup, Inc.,
a Delaware Corporation
(b) Address of Issuer's Principal Executive Offices:
121 W. Lincoln Hwy.
DeKalb, Il. 60115
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Harry D. Castle
<PAGE>
CUSIP NO. 14842P107 13G PAGE 3 OF 6
(b) Residence: 4909 Orchard Avenue, Apt 105
San Diego, CA. 92107
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock, $.33 par value per share
(e) CUSIP Number: 14842P107
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b) (1) or
13d-2(b) or (c) check whether the person filing is:
(a) / / Brokers 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 of 1940,
(e) / / Investment adviser in accordance with 13d-1(b)(1)(ii)(E),
(f) / / Employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F),
(g) / / Parent Holding Company or control person, in accordance with
Rule 13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an investment
company under Section 3 (c)(14) of the Investment Company Act
of 1940,
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. / X /
<PAGE>
CUSIP NO. 14842P107 13G PAGE 4 OF 6
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 187,674
(b) Percent of Class: 8.64%
(c) Number of shares as to which person has:
-Sole power to vote or to direct the vote: 7,674
-Shared power to vote or to direct the vote: 180,000
-Sole power to dispose or direct the disposition of: 7,674
-Shared power to dispose or direct the disposition of: 180,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
180,000 shares include 45,000 shares held in the name David
B. Castle 1992 Trust, 45,000 shares held in the name Amy W.
Castle 1992 Trust, 45,000 shares held in the name Harry D.
Castle 1992 Trust, and 45,000 shares held in the name John L.
Castle 1992 Trust. David B. Castle, Amy W. Castle, Harry D.
Castle, and John L. Castle act collectively as trustee for each
of these trusts with shared voting and investment power.
The 180,000 shares are reported in the aggregate in ITEM 4
above as having shared power to vote and shared power to dispose
or direct the disposition of such shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
<PAGE>
CUSIP NO. 14842P107 13G PAGE 5 OF 6
ITEM 10. CERTIFICATIONS
(a) N/A
(b) By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect. <PAGE>
CUSIP NO. 14842P107 13G PAGE 6 OF 6
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.
Dated: February 1, 1999 /s/ Harry D. Castle
----------------- ------------------------
Harry D. Castle
