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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ES&L Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
269079 10 9
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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 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 the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages<PAGE>
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CUSIP No. 269079 10 9 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON: Elmira Savings & Loan, F.A.
Incentive Savings Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
16-1242898
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 78,061
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 78,061
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
78,061
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.2%
12. TYPE OF REPORTING PERSON: EP
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Page 3 of 5 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) NAME OF ISSUER.
ES&L Bancorp, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
300 W. Water Street
Elmira, New York 14901
Item 2(a) NAME OF PERSON(S) FILING.
Elmira Savings & Loan, F.A. Incentive Savings Plan
("Plan").
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
Item 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for the reporting person.
Item 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
Item 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for the reporting person.
Item 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] 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),
Item (a) (b) (c) (d) (e) (g) (h) - not applicable.
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Page 4 of 5 Pages
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of the
cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover
page provided for each reporting person.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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.
This Schedule 13G is being filed on behalf of the Plan
identified in Item 2(a), filing under the Item 3(f)
classification.
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.<PAGE>
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Page 5 of 5 Pages
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.
ELMIRA SAVINGS & LOAN, F.A.
INCENTIVE SAVINGS PLAN
By Elmira Savings & Loan, F.A., as Plan Administrator
/s/ William A. McKenzie February 4, 1997
__________________________________ _______________
William A. McKenzie, President Date
