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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
Washington, D.C. 20549 Estimated average burden
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
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Catskill Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
149348104
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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
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).
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CUSIP No. 149348104
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KEEFE MANAGERS, INC.
13-361-0107
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) / /
(b) / /
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
DELAWARE
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SOLE VOTING POWER
5
242,600*
NUMBER OF --------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
EACH
REPORTING --------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7
242,600*
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SHARED DISPOSITIVE POWER
8
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 242,600*
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
/ /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.1%*
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TYPE OF REPORTING PERSON (See Instructions)
12
IA, CO
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Cusip No. 149348104
Item 1. (a) Name of Issuer: Catskill Financial Corporation
(b) Address of Issuer's Principal Executive Offices or,
if none, Residence:
341 Main Street
Catskill, New York 12414
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: 149348104
Item 3. If this statement is 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)
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(g) [ ] Parent Holding Company, in accordance with
13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with paragraph 13d-1(b)
(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: 242,600 *
(b) Percent of Class: 5.1% *
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 242,600 *
(ii) shared power to vote or direct the vote - 0
(iii) sole power to dispose or direct the
disposition of - 242,600 *
(iv) shared power to dispose or direct the
disposition of - 0
* Amounts do not include the 18,000 shares (0.38% 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.
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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 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 9, 1998
