SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MNB Bancshares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
553103102
(CUSIP Number)
Susan E. Roepke
800 Poyntz Avenue
Manhattan, Kansas 66502
(913) 565-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13 G to report the acquisition which is the
subject of his Schedule 13D, and is filing this schedule
because of Rule 13d-I(b)(3) or (4), check the following
box:
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent to thereto reporting beneficial
ownership of less than five percent of such class. See
Rule 13d-7.)
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 disclosures provided in a prior cover page.
The information required on 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.)
CUSIP NO. 13D
553103102
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE
PERSON
Rolla W. Goodyear
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP A_____ B_____
N/A
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) ______
N/A
6. CITIZENSHIP OR PLACE OF ORIGINATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 53,295.96
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 53,295.96
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
53,295.96
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
8.3%
14. TYPE OF REPORTING PERSON
IN
Background of this Amendment
ITEM 1. Security and Issuer
Common stock, $.01 par value
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, KS 66502
ITEM 2. Identity and Background
This Schedule is being filed by:
(a) Rolla W. Goodyear
(b) 1741 N Washington
Auburn, KS 66402
(c) President, Auburn Facility, Security National
Bank, and Director, Security National Bank
Director, MNB Bancshares, Inc.
(d) N/A
The Reporting Person, during the last five years,
has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors),
or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
Federal or state securities laws or fining any violation
with respect to such laws.
ITEM 3. Source and Amount of Funds or Other
Consideration
Personal funds of Twila L. Shideler Trust,
Rolla W. Goodyear, Trustee, U/A
Dated 7/2/82
ITEM 4. Purpose of Transaction
The common stock was purchased by the
Reporting Person solely for investment
purposes. The Reporting Person has no
present plan or proposal which relates to
or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization, or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors
or management of the Issuer, including any
plans or proposals to change the number or
term of directors or to fill any existing vacancies
on the Board, except that the Reporting Person
has resigned the office of Presidency of Security
National Bank, Auburn facility;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or other
actions which may impede the acquisition
of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to
be quoted in an inter-dealer quotation
system of a registered national securities
association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. Interest in Securities of the Issuer
(a) Amount Beneficially Owned
(i) 53,295.96
Percent of class -- 8.3%
(b) Number of shares as to which such person
has:
(i) sole power to vote or to direct the vote
53,295.96
(ii) sole power to dispose or to direct the disposition of:
53,295.96
In addition to the shares described herein, the Reporting
Person's spouse has 1,064 shares of the Issuer's Common
Stock. The Reporting Person does not have any voting or
dispositive power with respect to such shares, and the
Reporting Person disclaims beneficial ownership of such
shares.
(c) Description of Transactions during the
Past 60 Days
A total of 5,324 shares purchased 5/13/97 at
$22.50 per share in a private party transaction.
526.59 shares - 1995 ESOP Allocation
Notification dated 4/29/97
585.37 shares - 1996 ESOP Allocation
Notification dated 5/6/97
(d) Interest of Other Persons
N/A
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
None.
ITEM 7. Material to be Filed as Exhibits.
None.
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.
May 22, 1997
/s/ Rolla W. Goodyear
Director
