<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
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.
--------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------
(Title of Class of Securities)
352128 20 1
--------------------
(CUSIP Number)
Joyce H. Jennings
216 West Main Street
Frankfort, Kentucky 40602
(502) 223-1638
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 1999
------------------------------------------------------
(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 6 pages)
____________
/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>
<PAGE>
SCHEDULE 13D
CUSIP No. 352128 20 1 Page 2 of 6 Pages
1. Names of reporting person
I.R.S. Identification Nos. of above persons (entities only):
Joyce H. 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: 46,971*
Shares
Beneficially 8. Shared Voting Power: 46,676
Owned By
Each 9. Sole Dispositive Power: 48,971*
Reporting
Person With 10. Shared Dispositive Power: 46,676
11. Aggregate amount beneficially owned by each reporting
person: 95,646*
12. Check box if the aggregate amount in Row (11)
excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11): 5.96%*
14. Type of reporting person: IN
*Includes options granted to the reporting person to purchase
24,116 shares, which options are exercisable. Percent of class
assumes all of such options have been exercised.
<PAGE>
<PAGE>
Item 1. Security and Issuer.
The class of equity security to which this statement relates
is the common stock, par value $.01 per share (the "Common
Stock"), of Frankfort First Bancorp, Inc. (the "Issuer"). The
executive office of the Issuer is located at 216 West Main
Street, Frankfort, Kentucky 40602.
Item 2. Identity and Background.
(a) Name: Joyce H. Jennings
(b) Residence or Business Address: 216 West Main
Street, Frankfort, KY 40602
(c) Present Principal Occupation: Vice President of
the Issuer.
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
11,632 of 95,646 shares of Common Stock were purchased by
the reporting person with approximately $234,000 in personal
funds. The remaining shares consist of (i) shares previously
acquired through the vesting of restricted stock awards, (ii)
shares which the reporting person has the right to acquire under
the Issuer's 1995 Stock Option and Incentive Plan (the "Option
Plan"), (iii) shares beneficially owned by the reporting person's
spouse, and (iv) shares acquired under the Issuer's Dividend
Reinvestment Option Plan ("DRP").
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired for
investment. Depending upon a continuing assessment and upon
future developments, the reporting person may determine, from
time to time or at any time, to purchase additional shares of the
Issuer for investment or dispose of shares of the Issuer's Common
Stock. As Vice President of the Issuer, the reporting person
regularly explores potential actions and transactions which may
be advantageous to the Issuer, including possible mergers,
acquisitions, reorganizations or other material changes in the
business, corporate structure, management policies, governing
instruments, securities or regulatory or reporting obligations of
the Issuer. Except as noted above, the reporting person has no
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
3
<PAGE>
<PAGE>
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's articles of incorporation, bylaws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any
person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this amendment to the Schedule 13D, the
reporting person beneficially owned 95,646 shares, or
5.96%, of the Issuer's outstanding shares of Common Stock,
including 24,116 shares which she has a right to acquire
(within 60 days of the date of this statement) pursuant to
stock options awarded under the Option Plan.
(b) The reporting person has sole voting and dispositive power
with respect to 50 shares purchased with personal funds, 72
shares acquired through the DRP, 20,387 shares held through
the reporting person's IRA, 2,346 shares acquired through
the vesting of restricted stock awards, and 24,116 shares
underlying currently exercisable stock options. The
reporting person exercises shared voting and/or dispositive
powers with respect to 48,676 shares owned by the reporting
person's spouse (William C. Jennings, President and Chief
Executive Officer of the Issuer). The address of the
reporting person's spouse is the same as that of the
reporting person (as disclosed at Item 2(b) above).
(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) Not applicable.
4<PAGE>
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between the reporting person or any other person
with respect to the Issuer's securities, including but not
limited to the transfer or voting of securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving
or withholding of proxies or otherwise, other than ordinary
arrangements and relationships not specifically related to the
Issuer's securities.
Item 7. Material to be Filed as Exhibits.
None.
5<PAGE>
<PAGE>
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.
January 25, 1999 /s/ Joyce H. Jennings
- --------------- ---------------------------------
Date Signature
Joyce H. Jennings
Vice President of Frankfort First
Bancorp, Inc.
6
