<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)<F1>
AMB Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
001984103
(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)
May 13, 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. 001984103
_________________________________________________________________
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 1,400
Shares 8. Shared Voting
Beneficially Power 24,000*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 1,400
ing Person 10. Shared Dispositive
with Power 24,000*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 25,400*<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) 2.50%
_________________________________________________________________
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. 001984103
_________________________________________________________________
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 25,400*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 25,400*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 25,400*<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) 2.50%
_________________________________________________________________
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 1,400 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 (this "Statement") of
Jerome H. Davis with respect to the Common Stock, par value $.01
per share ("Common Stock") of AMB Financial Corp., a Delaware
corporation ("AMB Financial"), is hereby amended as set forth
below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby supplemented by the addition
of the following:
"Mr. Davis paid an aggregate of $18,816.00 for an
aggregate of 1,400 shares of Common Stock owned by him. All shares
were purchased in an over-the-counter transaction through a
standard brokerage account maintained by Mr. Davis. All such
shares were purchased with personal funds of Mr. Davis."
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 on
Schedule A hereto, reflects investment decisions consistent with
the purpose for which the shares were acquired. Mr. and Mrs.
Davis may, at any time and from time to time, review or
reconsider their position with respect to AMB Financial and may
acquire and/or dispose of additional shares of Common Stock for
investment purposes and/or formulate plans or proposals with
respect to any of such matters, but have no present intention to
do so."
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 25,400 shares, representing 2.50
percent of the outstanding shares of Common Stock based on
1,014,524 shares of Common Stock disclosed by AMB Financial as
outstanding as of April 30, 1997. Of such shares, 1,400 (.14%) are
held in the name of Mr. Davis, and 24,000 (2.36%) are held in the
name of Mr. and Mrs. Davis.
Page 4 of 7 Pages
<PAGE>
(b) (i) Subject to the matters referred to in paragraph
(a) hereof, Mr. Davis has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the 1,400 shares
of Common Stock owned by him, and shared power to vote or direct
the vote and shared power to dispose or direct the disposition of
the 24,000 shares of Common Stock jointly owned by him and Mrs.
Davis.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis has shared power to
vote or direct the vote and shared power to dispose or direct the
disposition of the 24,000 shares of Common Stock jointly owned by
her and Mr. Davis, and may be deemed to have shared power to vote
or direct the vote and shared power to dispose or direct the
disposition of the 1,400 shares of Common Stock owned by Mr.
Davis."
B. Paragraph (c) of Item 5 of the Statement is
hereby supplemented by the addition of the following:
"(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. Davis and
jointly by Mr. and Mrs. Davis since filing Amendment No. 2
to the Statement is set forth in Schedule A attached hereto
and is incorporated herein by reference."
C. Paragraph (e) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"(e) On May 13, 1997, Mr. and Mrs. Davis ceased to
be the beneficial owners of more than 5% of the outstanding shares
of Common Stock. They currently own under 3% 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.
5/13/97 Jerome H. Davis
Date (Signature)
5/13/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of AMB Financial Corp. 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>
Mr. Davis:
1. 4/7/97 1,400 $13.44 OTC **<F4>
2. 5/13/97 (15,000) $14.45 OTC **<F4>
Mr. and Mrs. Davis:
3. 5/13/97 (20,000) 14.45 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN
</TABLE>
Page 7 of 7 Pages
