CATHAY BANCORP INC
SC 13G/A, 1998-02-11
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       

                                 SCHEDULE 13G
                                       
                                       
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 4)*
                                            
                                       
                                       
                              CATHAY BANCORP, INC.
                   -----------------------------------------
                                (Name of Issuer)
                                       
                                       
                                       
                                       
                         Common Stock, $0.01 par value
                   -----------------------------------------
                         (Title of Class of Securities)
                                       
                                       
                                       
                                       
                                   149150104
                   -----------------------------------------
                                 (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 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 1 of 4 pages
<PAGE>   2

CUSIP NO. 149150104                SCHEDULE 13G        PAGE   2   OF   4   PAGES
         ---------------------                              -----    -----      

  (1)     NAME OF REPORTING PERSON                
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

             CATHAY BANK EMPLOYEE STOCK OWNERSHIP PLAN

          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [   ]
                                                                    (b)   [   ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      

             LOS ANGELES, CALIFORNIA
          ---------------------------------------------------------------------

                       (5)  SOLE VOTING POWER                    
  NUMBER OF               
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)  SHARED VOTING POWER                                
  OWNED BY                                                                     
    EACH                      554,875.739                                      
  REPORTING                                                                    
   PERSON                   Participants have the right to vote the shares
    WITH                    allocated to their accounts; unvoted or unallocated
                            shares will be voted by the Trustees.
                       --------------------------------------------------------
                       (7)  SOLE DISPOSITIVE POWER

                       --------------------------------------------------------
                       (8)  SHARED DISPOSITIVE POWER

                       --------------------------------------------------------
  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

             554,875.739             
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           

             6.21%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*

             EP
          ---------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!



                               Page 2 of 4 pages
<PAGE>   3

Item 1.      (a) NAME OF ISSUER:

                 Cathay Bancorp, Inc., a Delaware corporation ("Issuer")      
                                        
             (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:    

                 777 North Broadway
                 Los Angeles, California 90012                     

Item 2.      (a) NAME OF PERSON FILING:

                 Cathay Bank Employee Stock Ownership Plan

             (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                 777 North Broadway, Los Angeles, CA 90012

             (c) CITIZENSHIP:

                 Los Angeles, California

             (d) TITLE OF CLASS OF SECURITIES:

                 Common Stock, $.01 par value, of Issuer (the "Common Stock"),
                 registered under Section 12 of the Securities Exchange Act of
                 1934, as amended.

             (e) CUSIP Number: 

                 149 150 104

Item 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 
             13d-2(b), or (c), CHECK WHETHER THE PERSON FILING IS:

                 Employee Benefit Plan, which is subject to the provision of the
                 Employee Retirement Security Act of 1974.

Item 4.      OWNERSHIP:

             (a) Amount Beneficially Owned:             554,875.739   

             (b) Percent of Class:                      6.21%           

             (c) Number of shares as to which such 
                 person has shared power to vote or
                 to direct the vote:                     554,875.739

Item 5.      OWNERSHIP OF FIVE PER CENT OR LESS OF A CLASS:

                 Not applicable




                               Page 3 of 4 pages

<PAGE>   4


Item 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                The holdings reported herein are for the benefit
                of participants in the Cathay Bank Employee
                Ownership Plan.

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 A GROUP:

                Not Applicable


Item 10. CERTIFICATION:

                By signing below we certify that, to the best of our 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 have such purposes or effect.




                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.


Dated February 10, 1998              CATHAY BANK EMPLOYEE STOCK OWNERSHIP PLAN
                                        


                                     By:  /s/ DUNSON CHENG
                                          ----------------------------------- 
                                              Dunson Cheng, Trustee


                                     By:  /s/ ANTHONY M. TANG
                                          ----------------------------------- 
                                              Anthony M. Tang, Trustee




                               Page 4 of 4 pages




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