<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>
Washington Bancorp
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
937262 10 3
(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)
July 3, 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 10 Pages
<PAGE>
CUSIP No. 937262 10 3
_________________________________________________________________
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 -0-
Shares 8. Shared Voting
Beneficially Power 8,500*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 8,500*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 8,500*<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) 1.34%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 10 Pages
<PAGE>
CUSIP No. 937262 10 3
_________________________________________________________________
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 8,500*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 8,500*<F2>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 8,500*<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) 1.34%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 10 Pages
<PAGE>
This is Amendment No. 2 to 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
Washington Bancorp, an Iowa corporation ("Washington").
This Amendment No. 2 sets forth, in its entirety,
the information contained in Mr. Davis' Statement with regard to
the Common Stock of Washington, as required pursuant to the
provisions of Rule 13d-2(c) under the Securities Exchange Act of
1934, as amended and for purposes hereof "Rule 13d-2(c)".
Prior to this Amendment No. 2 to the Statement, Mr. and
Mrs. Davis filed an Amendment No. 1 to the Statement on January 6,
1997 ("Amendment No. 1"). Mr. and Mrs. Davis' original Statement
was filed with the Securities and Exchange Commission ("SEC") on
June 26, 1996. Information contained in Amendment No. 1 and the
original Statement which comprises a part of this Statement is
identified below where applicable.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of Mr. Davis' original Statement, and is restated herein as
required pursuant to Rule 13d-2(c).
"The class of equity securities to which this Statement
on Schedule 13D (this "Statement") relates is the Common
Stock, par value $.01 per share ("Common Stock") of
Washington Bancorp, Inc., an Iowa corporation ("Washington")
with its principal executive offices located at 102 East
Main Street, Washington, Iowa 52353."
Item 2. IDENTITY AND BACKGROUND.
The information set forth below was disclosed in Item 2
of Mr. Davis' original Statement, and is restated herein as
required pursuant to Rule 13d-2(c).
"(a) This Statement is jointly filed by Susan B. Davis
and Jerome H. Davis, wife and husband.
(b) Residence: 11 Baldwin Farms North, Greenwich,
Connecticut 06831.
(c) Mrs. Davis is an investor in antiques operating
out of her home. Mr. Davis is a self-employed investment
analyst and works out of his home.
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding
(excluding traffic or similar misdemeanors).
Page 4 of 10 Pages
<PAGE>
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceedings 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 finding any violation
with respect to such laws.
(f) Mr. Davis and Mrs. Davis are each citizens of the
United States."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. The information set forth in the following paragraph
was disclosed in Item 3 of Mr. Davis' original Statement, and is
restated herein pursuant to Rule 13d-2(c).
"Pursuant to a stock subscription for Common Stock of
Washington, Mr. Davis paid $60,000.00 for an aggregate of
6,000 shares of Common Stock. Additionally, Mr. and Mrs.
Davis paid an aggregate of $229,618.75 for an aggregate of
20,700 shares of Common Stock in over-the-counter
transactions through standard brokerage accounts maintained
by them. Finally, Mr. Davis purchased 18,000 shares of
Common Stock in private transactions for a total purchase
price of $189,000.00. All shares were purchased with
personal funds of Mr. and Mrs. Davis."
B. The information set forth in the following
paragraph was added to the disclosure in Item 3 pursuant to
Amendment No. 1, and is restated herein pursuant to Rule 13d-
2(c).
"Mr. Davis and Mrs. Davis paid an aggregate of
$71,980.00 for an aggregate of 6,500 shares of Common Stock
owned by them. All shares were purchased in over-the-
counter transactions through standard brokerage accounts
maintained by them. All such shares were purchased with
personal funds of Mr. and Mrs. Davis."
C. The information set forth in Item 3 is hereby
supplemented by the following:
"On May 6, 1997, Mr. and Mrs. Davis paid an aggregate of
$28,250 for an aggregate of 2,000 shares of Common Stock owned
by them. All shares where purchased in an over-the-counter
transaction through a standard brokerage account maintained by
them. ODDFOOTER:
All such shares where purchased with personal funds of
Mr. and Mrs. Davis."
Page 5 of 10 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth in the following
paragraph was disclosed in Item 4 pursuant Mr. Davis' original
Statement, and is restated herein pursuant to Rule 13d-2(c).
"Mr. and Mrs. Davis have acquired the shares of Common
Stock for investment and not with the purpose of changing or
influencing the control of Washington. 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 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
Washington and may acquire and dispose of additional shares
of Common Stock of Washington 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 (e) 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 8,500 shares, representing 1.34
percent of the outstanding shares of Common Stock based on
631,219 shares of Common Stock disclosed by Washington as
outstanding on July 7, 1997. All such shares are held in the
name of Mr. and Mrs. Davis.
(b) Subject to the matters referred to in paragraph (a)
hereof, Mr. and Mrs. Davis have shared power to vote or direct
the vote and shared power to dispose or direct the disposition
of the 8,500 shares jointly held by them.
Page 6 of 10 Pages
<PAGE>
(c) A description of all transactions in the shares of
Common Stock which have been effected jointly and/or
separately by Mr. and Mrs. Davis is set forth in Schedule A
attached hereto and is incorporated herein by reference.
(d) - Not applicable.
(e) Mr. and Mrs. Davis ceased to be beneficial owners of
more than 5% of the Common Stock of Washington on July 3,
1997. Mr. and Mrs. Davis presently own 8,500 shares of Common
Stock, which represents 1.34% of the outstanding shares of
Common Stock of Washington."
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth below was disclosed in Item 6
pursuant to Mr. Davis' original Statement, and is restated herein
pursuant to Rule 13d-2(c).
"There are no relevant contracts, arrangements,
undertakings or relationships between Mr. and/or Mrs. Davis
(except that Mr. Davis and Mrs. Davis are husband and wife
and Mr. Davis generally directs Mrs. Davis' investment
decisions with respect to any of the securities) and/or with
any other person with respect to any securities of
Washington."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
No. 1 to the Statement was disclosed in Mr. Davis' original
Statement, and is restated herein pursuant to Rule 13d-2(c).
"1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis."
Page 7 of 10 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.
7/7/97 Jerome H. Davis
Date (Signature)
7/7/97 Susan B. Davis
Date (Signature)
Page 8 of 10 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Washington Bancorp 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 Davis:
1. 3/11/96 6,000 $10.00 Wash- *<F3>
ington
Bancorp
Mr. and Mrs.
Davis:
2. 4/29/96 9,000 11.125 OTC **<F4>
3. 4/29/96 7,000 11.125 OTC **<F4>
4. 5/22/96 2,500 11.1875 OTC **<F4>
5. 6/19/96 1,200 10.75 OTC **<F4>
6. 6/19/96 1,000 10.75 OTC **<F4>
__________________________________
<FN>
<F3>
* Purchased directly from Washington Bancorp in an
initial public offering pursuant to a stock subscription.
</FN>
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis or Mr.
and Mrs. Davis.
</FN>
</TABLE>
Page 9 of 10 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<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:
7. 6/19/96 6,000 $10.50 PT ***<F5>
8. 6/19/96 6,000 10.50 PT ***<F5>
9. 6/19/96 6,000 10.50 PT ***<F5>
Mr. and Mrs. Davis:
10. 8/2/96 4,500 10.69 OTC **<F4>
11. 9/25/96 1,000 11.00 OTC **<F4>
12. 1/2/97 1,000 12.875 OTC **<F4>
13. 5/6/97 2,000 14.125 OTC **<F4>
14. 7/3/97 (20,700) 16.625 OTC **<F4>
Jerome H. Davis:
15. 7/3/97 (24,000) 16.625 OTC **<F4>
_________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis or Mr.
and Mrs. Davis.
</FN>
<FN>
<F5>
*** Purchased directly from a shareholder of Washington Bancorp in
a private transaction ("PT").
</FN>
</TABLE>
The transactions listed in Nos. 13-15 of Schedule A have
not been previously reported.
Page 10 of 10 Pages
