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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 4) *
HARBOR FEDERAL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
41151A 10 8
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 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>
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CUSIP No. 41151A 10 8 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS:
Harbor Federal Bancorp, Inc.
Employee Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-1879039
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 186,034
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 113,207
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 186,034
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.4%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 41151A 10 8 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS:
Joseph J. Lacy
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 30,640
6. SHARED VOTING POWER 92,805
7. SOLE DISPOSITIVE POWER: 30,640
8. SHARED DISPOSITIVE POWER: 73,927
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 123,445
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 41151A 10 8 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSONS:
John H. Riehl, III
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 32,499
6. SHARED VOTING POWER 93,905
7. SOLE DISPOSITIVE POWER: 32,499
8. SHARED DISPOSITIVE POWER: 75,027
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 126,404
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 41151A 10 8 13G Page 5 of 8 Pages
1. NAME OF REPORTING PERSONS:
Gideon N. Stieff, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 21,679
6. SHARED VOTING POWER 92,805
7. SOLE DISPOSITIVE POWER 21,679
8. SHARED DISPOSITIVE POWER 73,927
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 114,484
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4%
12. TYPE OF REPORTING PERSON* IN
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Page 6 of 8 Pages
ITEM 1(a) NAME OF ISSUER:
Harbor Federal Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
705 York Road
Baltimore, Maryland 21204-2562
ITEM 2(a) NAME OF PERSON(S) FILING:
Harbor Federal Bancorp, Inc. Employee Stock Ownership Plan
Trust ("ESOP"), and the following individuals who serve as its
trustees: Joseph J. Lacy, John H. Riehl, III, and Gideon N.
Stieff, Jr.
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. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-
1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are
not applicable. 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 pursuant to Rule 13d-1(c) and
applicable SEC no-action letters.
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Page 7 of 8 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.
Harbor Federal Bancorp, Inc., in its capacity as the ESOP
Committee, has the power to determine whether dividends on
allocated shares that are paid to the ESOP trust are distributed
to participants or are used to repay the ESOP loan.
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.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
By signing below, each signatory in his individual capacity
certifies that, to the best of his knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.<PAGE>
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Page 8 of 8 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.
HARBOR FEDERAL BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Joseph J. Lacy January 15, 1999
__________________________________ ________________
Joseph J. Lacy, as Trustee Date
/s/ John H. Riehl, III January 15, 1999
__________________________________ ________________
John H. Riehl, III, as Trustee Date
/s/ Gideon N. Stieff, Jr. January 15, 1999
__________________________________ ________________
Gideon N. Stieff, Jr., as Trustee Date
/s/ Joseph J. Lacy January 15, 1999
_________________________________________ ________________
Joseph J. Lacy, as an Individual Date
Stockholder
/s/ John H. Riehl, III January 15, 1999
_________________________________________ ________________
John H. Riehl, III, as an Individual Date
Stockholder
/s/ Gideon N. Stieff, Jr. January 15, 1999
_________________________________________ ________________
Gideon N. Stieff, Jr., as an Individual Date
Stockholder
