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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
First Missouri Bancshares, Inc.
--------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
320937 10 5
--------------------
(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 the disclosures provided
in a prior cover page.
The information required in 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 the 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>
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CUSIP No. 320937 10 5 13G Page 2 of 10 Pages
1. NAME OF REPORTING PERSON: First Missouri Bancshares, Inc.
Employee Stock Ownership Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 43-1665766
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Missouri
NUMBER OF 5. SOLE VOTING POWER 0
SHARES -----
BENEFICIALLY 6. SHARED VOTING POWER 25,043
OWNED BY ------
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING -----
PERSON WITH 8. SHARED DISPOSITIVE POWER: 25,043
------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 25,043
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.6%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 320937 10 5 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSON: Carl E. Bunten
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 12,755
SHARES ------
BENEFICIALLY 6. SHARED VOTING POWER 17,549
OWNED BY ------
EACH 7. SOLE DISPOSITIVE POWER: 12,755
REPORTING ------
PERSON WITH 8. SHARED DISPOSITIVE POWER: 17,549
------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 30,304
------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.4%
----
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 320937 10 5 13G Page 4 of 10 Pages
1. NAME OF REPORTING PERSON: Robert F. Devoy
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 12,755
SHARES ------
BENEFICIALLY 6. SHARED VOTING POWER 17,549
OWNED BY ------
EACH 7. SOLE DISPOSITIVE POWER 12,755
REPORTING ------
PERSON WITH 8. SHARED DISPOSITIVE POWER 17,549
------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
30,304
------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.5%
----
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 320937 10 5 13G Page 5 of 10 Pages
1. NAME OF REPORTING PERSON: Donald D. Hope
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF 5. SOLE VOTING POWER 10,755
SHARES ------
BENEFICIALLY 6. SHARED VOTING POWER 17,549
OWNED BY ------
EACH 7. SOLE DISPOSITIVE POWER 10,755
REPORTING ------
PERSON WITH 8. SHARED DISPOSITIVE POWER: 17,549
------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 28,304
------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.7%
---
12. TYPE OF REPORTING PERSON: IN
<PAGE>
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CUSIP No. 320937 10 5 13G Page 6 of 10 Pages
1. NAME OF REPORTING PERSON: Thomas E. Pitts
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 12,755
SHARES ------
BENEFICIALLY 6. SHARED VOTING POWER 17,549
OWNED BY ------
EACH 7. SOLE DISPOSITIVE POWER 12,755
REPORTING ------
PERSON WITH 8. SHARED DISPOSITIVE POWER 17,549
------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
28,304
------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.4%
----
12. TYPE OF REPORTING PERSON: IN
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Page 7 of 10 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
First Missouri Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
300 West Lockling, P.O. Box 190
Brookfield, Missouri 64628
ITEM 2(a) NAME OF PERSON(S) FILING.
First Missouri Bancshares, Inc. Employee Stock Ownership
Plan ("ESOP"), and the following individuals who serve as
trustees of the trust established under the ESOP: Carl E.
Bunten, Robert F. Devoy, Donald D. Hope, and Thomas E. Pitts.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.`
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page provided for
each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the cover
page provided for each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] 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),
(h) [x] Group, in accordance with Rule 13d-1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
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Page 8 of 10 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, First Missouri
Bancshares, Inc., acting as the ESOP Committee, has the power to
direct the receipt of dividends on shares held in the ESOP trust.
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.
This Schedule 13G is being filed on behalf of the ESOP
identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing under the Item 3(h) classification.
Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
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.<PAGE>
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Page 9 of 10 Pages
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.
FIRST MISSOURI BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Carl E. Bunten January 21, 1997
__________________________________ _______________
Carl E. Bunten, as Trustee Date
/s/ Robert F. Devoy January 21, 1997
__________________________________ _______________
Robert F. Devoy, as Trustee Date
/s/ Donald D. Hope January 21, 1997
__________________________________ _______________
Donald D. Hope, as Trustee Date
/s/ Thomas E. Pitts January 21, 1997
__________________________________ _______________
Thomas E. Pitts, as Trustee Date
/s/ Carl E. Bunten January 21, 1997
_________________________________________ _______________
Carl E. Bunten, as an Individual Date
Stockholder
/s/ Robert F. Devoy January 21, 1997
_________________________________________ _______________
Robert F. Devoy, as an Individual Date
Stockholder
/s/ Donald D. Hope January 21, 1997
_________________________________________ _______________
Donald D. Hope, as an Individual Date
Stockholder
/s/ Thomas E. Pitts January 21, 1997
_________________________________________ _______________
Thomas E. Pitts, as an Individual Date
Stockholder
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Page 10 of 10 Pages
Exhibit A
Identification of Members of Group
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The trustees of the ESOP hold shares of common stock of the
issuer in trust for the benefit of employees participating in the
ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees
vote common stock allocated to participant accounts in accordance
with instructions by participants, (ii) shares of common stock of
the issuer which have not been allocated and allocated stock for
which no voting direction has been received shall be voted by the
trustee in the same proportion that participants direct the
voting of allocated shares, and (iii) if no voting direction has
been received as to allocated shares, the issuer may direct the
trustees as to the voting of all unallocated shares, and if the
issuer gives no direction, the trustees shall vote such shares in
their sole discretion. Pursuant to Section 13.3 of the ESOP, the
trustees exercise investment direction as directed by the issuer
in its capacity as the ESOP Committee. Overall, the trustees
must exercise voting and dispositive power with respect to the
assets held by the ESOP, including common stock of the issuer, in
accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
