<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>
PS Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74437V 10 9
(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)
January 2, 1998
(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 8 Pages
<PAGE>
CUSIP No. 74437V 10 9
_________________________________________________________________
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 68,000
Shares 8. Shared Voting
Beneficially Power 14,000*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 68,000
ing Person 10. Shared Dispositive
with Power 14,000*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 82,000*<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) 3.95%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 8 Pages
<PAGE>
CUSIP No. 74437V 10 9
_________________________________________________________________
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 82,000*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 82,000*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 82,000*<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) 3.95%
_________________________________________________________________
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 68,000 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 8 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 PS Financial, Inc., a Delaware (the
"Company"), 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 on
Schedule A hereto, reflects investment decisions consistent with
the purpose for which such shares of Common Stock were
acquired. Other than as described above, 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. The information set forth in Paragraphs (a) and (b)
of Item 5 is hereby amended and restated in its 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 68,000 shares, representing 3.95
percent of the outstanding shares of Common Stock based on
2,073,708 shares of Common Stock disclosed by the Company as
outstanding on January 13, 1998. Of such shares, 68,000 (3.28%)
are held in the name of Mr. Davis, and 14,000 (.67%) are held in
the name of Mr. and Mrs. Davis.
(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 68,000
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 14,000 shares of Common Stock jointly owned by
him and Mrs. Davis.
(ii) Subject to the matter referred to in paragraphs
(a) and (b)(i) hereof, Mrs. Davis has shared power to vote or to
direct the vote and shared power to dispose or direct the
disposition of the 14,000 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 68,000 shares of Common Stock owned by Mr.
Davis."
Page 4 of 8 Pages
<PAGE>
B. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"Mr. Davis sold 50,000 shares of Common Stock owned by
him and received aggregate consideration of $1,066,969.00, and also
directed the sale of 65,000 shares of Common Stock jointly owned by
him and Mrs. Davis and received aggregate consideration of
$1,397,562.50. A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis since
August 18, 1997 (the filing date of Mr. and Mrs. Davis' prior
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 January 7, 1998, Mr. Davis directed the sale of
15,000 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 3.95% of the outstanding shares
of Common Stock."
Page 5 of 8 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.
1/13/98 Jerome H. Davis
Date (Signature)
1/13/98 Susan B. Davis
Date (Signature)
Page 6 of 8 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of PS Financial, 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:
1. 12/31/97 (2,000) $20.625 OTC *<F4>
2. 1/2/98 (3,000) 21.875 OTC *<F4>
3. 1/2/98 (5,000) 21.125 OTC *<F4>
Susan Davis
and Jerome Davis:
4. 1/2/98 (5,000) 21.50 OTC *<F4>
5. 1/2/98 (5,500) 22.25 OTC *<F4>
6. 1/2/98 (5,000) 21.875 OTC *<F4>
7. 1/5/98 (5,000) 22.00 OTC *<F4>
8. 1/5/98 (10,000) 21.875 OTC *<F4>
9. 1/5/98 (3,000) 21.875 OTC *<F4>
Jerome Davis:
10. 1/5/98 (5,000) 21.875 OTC *<F4>
11. 1/5/98 (5,000) 22.00 OTC *<F4>
12. 1/5/98 (10,000) 22.0094 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 8 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 Davis
and Susan Davis:
13. 1/6/98 (4,000) $21.625 OTC *<F4>
14. 1/6/98 (2,000) 21.625 OTC *<F4>
15. 1/7/98 (5,000) 21.50 OTC *<F4>
16. 1/7/98 (5,000) 20.875 OTC *<F4>
17. 1/7/98 (5,000) 21.625 OTC *<F4>
Jerome Davis:
18. 1/7/98 (5,000) 21.50 OTC *<F4>
19. 1/7/98 (15,000) 20.50 OTC *<F4>
Jerome Davis
and Susan Davis:
20. 1/8/98 (1,000) 20.5625 OTC *<F4>
21. 1/8/98 (5,000) 20.50 OTC *<F4>
22. 1/8/98 (4,500) 20.25 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 8 of 8 Pages
