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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)1
FRANKFORT FIRST BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
352128 20 1
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(CUSIP Number)
Don D. Jennings
216 West Main Street
Frankfort, Kentucky 40602
(502) 223-1638
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1998
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(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. [ ]
(Continued on following pages)
(Page 1 of 4 pages)
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1 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 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>
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SCHEDULE 13D
CUSIP No. 352128 20 1 Page 2 of 4 Pages
1. Names of reporting person
I.R.S. Identification Nos. of above persons (entities only):
Don D. Jennings
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Sources of funds: 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: 9,878
shares
beneficially 8. Shared Voting Power: 0
owned by
each 9. Sole Dispositive Power: 9,878
reporting
person with 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person:
9,878
12. Check box if the aggregate amount in Row (11)
excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11):
.61%
14. Type of reporting person: IN
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This amendment No. 1 dated September 30, 1998, to the
Schedule 13D filed on December 31, 1997, on behalf of Don D.
Jennings (the "Reporting Person") relates to the common stock,
par value $.01 per share (the "Common Stock"), of Frankfort
First Bancorp, Inc. (the "Issuer"), and is being filed pursuant
to Rule 13d-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Capitalized terms used but not otherwise
defined shall have the meanings ascribed to such terms in the
Schedule 13D.
Although the Reporting Person will no longer beneficially
own more than 5% of the Issuer's Common Stock, the information in
this Amendment No. 1 has been revised and updated to reflect the
Reporting Person's current beneficial ownership of the Issuer's
Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
2,161 of the 9,878 shares of Common Stock, in which the
Reporting Person has either sole or shared voting and
dispositive power, were purchased by the Reporting Person with
approximately $44,000 in personal funds. In July of 1997, the
Reporting Person received 7,320 shares of Common Stock upon the
termination of the Issuer's Employee Stock Ownership Plan (the
"ESOP"). The remaining shares consist of (i) shares acquired
through the vesting of restricted stock awards, and (ii) shares
acquired under the Issuer's Dividend Reinvestment Option Plan
("DRP").
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Amendment No. 1 to the Schedule
13D, the Reporting Person beneficially owns 9,878 shares
of Common Stock, which constitute approximately .61% of
the 83,948 shares of Common Stock outstanding.
(b) The Reporting Person has sole voting and dispositive power
with respect to 1,350 shares purchased with personal
funds, 7,320 shares received upon termination of the
Issuer's ESOP, 108 shares acquired through the vesting of
restricted stock awards, 94 shares acquired through the
DRP, and 1,006 shares held through the Reporting Person's
IRA. The Reporting Person does not exercise shared voting
and/or dispositive power with respect to shares owned by
the Reporting Person's father (William C. Jennings,
President and Chief Executive Officer of the Issuer), and
shares owned by the Reporting Person's mother (Joyce H.
Jennings, Vice President of the Issuer).
(c) No other transactions in the Issuer's Common Stock were
effected by the Reporting Person during the past 60 days
other than as described herein.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by the
Reporting Person.
(e) As of the date of this report, the Reporting Person's
beneficial ownership (as defined in Rule 13d-3 of the
Exchange Act) of Common Stock will not include any shares
of Common Stock held by the Reporting Person's father and
mother, resulting in the Reporting Person's beneficial
ownership of Common Stock to constitute less than 5% of
the outstanding shares of Common Stock.
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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.
October 5, 1998 /s/ Don D. Jennings
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Date Signature
Don D. Jennings, Vice President
Frankfort First Bancorp, Inc.
