<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)<F1>
CBES Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
124794 10 8
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1 (b)(3) or (4), check the following box / /.
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.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of 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 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 7 Pages
<PAGE>
CUSIP No. 124797 10 8
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power 49,700*<F2>
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 49,700*<F2>
ing Person 10. Shared Dispositive
with Power -0-
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 49,700*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 4.85%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
<PAGE>
CUSIP No. 124794 10 8
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 49,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 49,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 49,700*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 4.85%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement, Susan B. Davis may be deemed, pursuant to Rules
13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of 49,700 shares of
the Company's Common Stock, par value $.01 per share, held in the
name of her husband, Jerome H. Davis.
Page 3 of 7 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of
Jerome H. Davis, with respect to the Common Stock, par value $.01
per share ("Common Stock") of CBES Bancorp, Inc., a Delaware
corporation ("CBES") is hereby amended as set forth below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby supplemented by the
addition of the following:
"The disposition of Common Stock as set forth in
Schedule A attached hereto reflects investment decisions
consistent with the purposes for which such shares were acquired.
Except as previously disclosed, Mr. and Mrs. Davis do not have
any plan or proposal which relates to or would result in any of
the actions enumerated in Item 4 of Schedule 13D, except that Mr.
and Mrs. Davis may dispose of some or all of the Common Stock or
may acquire additional shares of Common Stock, from time to time,
depending upon price and market conditions, evaluation of
alternative investments, and other factors."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for the
purposes of this Statement is 49,700 shares, representing 4.85
percent of the outstanding shares of Common Stock based on
1,024,958 shares of Common Stock disclosed by CBES as outstanding
on October 14, 1997. All such shares are held in the name of Mr.
Davis.
(b) (i) Subject to the matters referred to in
paragraph (a) hereof, Mr. Davis has the sole power to vote or
direct the vote and the sole power to dispose or direct the
disposition of the 49,700 shares of Common Stock owned by him.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis may be deemed to
have shared power to vote or direct the vote and shared power to
dispose or direct the disposition of the 49,700 shares of Common
Stock owned by Mr. Davis."
Page 4 of 7 Pages
<PAGE>
B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"Mr. Davis sold an aggregate of 47,500 shares of Common
Stock owned by him through a standard brokerage account
maintained by him and received aggregate consideration of
$1,056,875.00. A description of all transactions in the shares
of Common Stock which have been effected by Mr. Davis since
February 18, 1997 (the date of the filing of the most recent
amendment to the Statement) is set forth in Schedule A attached
hereto and is incorporated herein by reference."
C. Item 5 of the Statement is hereby supplemented by
adding paragraph (e) to read in its entirety as follows:
"On October 15, 1997, Mr. Davis directed the sale
of 7,500 shares of Common Stock beneficially owned by him and
Mrs. Davis in an open market transaction and as a result thereof
they ceased to have five percent (5%) or more of a beneficial
ownership interest in the outstanding shares of Common Stock.
Currently, Mr. and Mrs. Davis own 4.85% of the outstanding shares
of Common Stock."
Page 5 of 7 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
10/16/97 Jerome H. Davis
Date (Signature)
10/16/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of CBES Bancorp, Inc.
by Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. Davis:
1. 10/14/97 (40,000) $22.25 OTC *<F4>
3. 10/15/97 (7,500) 22.25 OTC *<F4>
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr.
Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
