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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
RCSB Financial, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
749371100
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(CUSIP Number)
*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 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. 749371100 SCHEDULE 13G
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keefe Managers, Inc.
13-361-0107
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
725,200*
Number of Shares
6. Shared Voting Power
Beneficially -0-
Owned by Each
7. Sole Dispositive Power
Reporting Person 725,200*
With
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
725,200*
10. Check if the Aggregate Amount in Row 9
Excludes Certain Shares (See Instructions) / /
11. Percent of Class Represented by Amount in Row 9
4.7%
12. Type of Reporting Person (See Instructions)
IA, CO
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Item 1. (a) Name of Issuer:
RCSB Financial, Inc.
(b) Address of Issuer's Principal Executive Offices or,
if none, Residence:
235 East Main Street
Rochester, New York 14604
Item 2. (a) Name of Person Filing:
KEEFE MANAGERS, INC.
(b) Address of Principal Business Office or, if none,
Residence:
375 Park Avenue (31st Floor)
New York, New York 10152
(c) Citizenship:
Delaware Corporation
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
749371100
Item 3. If this statement is being filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is an:
(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 Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with
13d-1(b)(ii)(G) (Note:
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See Item 7)
(h)[ ] Group, in accordance with 13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: 725,200*
(b) Percent of Class: 4.7%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote -
725,200*
(ii) shared power to vote or direct the vote - 0
(iii) sole power to dispose or direct the
disposition of - 725,200*
(iv) shared power to dispose or direct the
disposition of - 0
* Amounts do not include the 62,200 shares (0.4% of
the outstanding) as to which Rainbow Managers, LLC
("RM"), a Registered Investment Advisor and an
affiliate of Keefe Managers, Inc. ("KMI"), has sole
power to vote or direct the vote or to dispose or
direct the disposition. KMI does not beneficially own
such shares. Such shares were purchased by RM on
behalf of its discretionary client in the ordinary
course of business and not for the purpose of or with
the effect of changing or influencing the control of
the issuer, or in connection with or as a participant
in any transaction having such purpose or effect.
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:
KMI has purchased all of the shares reported in this
statement on behalf of its discretionary clients.
Such clients have the right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of such securities, subject to
KMI's general authority to invest and reinvest the
assets in each account under its management.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security
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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 in the ordinary course of
business and were not 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.
KEEFE MANAGERS, INC.
BY: /s/ Harry V. Keefe, Jr.
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Harry V. Keefe, Jr.
Chairman
Date: February 7, 1997
