PENFED BANCORP INC
NT 11-K, 1996-07-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                                             OMB APPROVAL
                                                      --------------------------
                         UNITED STATES                OMB Number 3235-0058
              SECURITIES AND EXCHANGE COMMISSION      Expires   May 31, 1997
                    Washington, D.C. 20549            Estimated average burden
                                                      hours per response....2.50
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                          FORM 12b-25                 
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                                                           SEC FILE NUMBER
                   NOTIFICATION OF LATE FILING            33-89310
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                                                             CUSIP NUMBER
(Check One):  [_]Form 10-K  [_]Form 20-F  [X]Form 11-K
              [_]Form 10-Q  [_]Form N-SAR                  706875101
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                 For Period Ended:  December 31, 1995
                                  --------------------------
                 [ ]Transition Report on Form 10-K
                 [ ]Transition Report on Form 20-F
                 [ ]Transition Report on Form 11-K
                 [ ]Transition Report on Form 10-Q
                 [ ]Transition Report on Form N-SAR
                 For the Transition Period Ended: 
                                                  ------------------------------
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                   Read Instruction (on back page) Before Preparing Form. 
                    Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify 
the Item(s) to which the notification relates:

 N/A
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PART I - REGISTRANT INFORMATION
 Pendleton Federal Savings Bank Profit Sharing Plan
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Full Name of Registrant

 N/A
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Former Name If Applicable

 215 W. Shelby Street
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Address of Principal Executive Office (Street and Number)

 Falmouth, Kentucky  41031-1210
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City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.(Check box if appropriate)

        (a)  The reasons described in reasonable detail in Part III of this form
             could not be eliminated without unreasonable effort or expense;
        (b)  The subject annual report, semi-annual report, transition report on
             Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
[x]          be filed on or before the fifteenth calendar day following the
             prescribed due date; or the subject quarterly report of transition
             report on Form 10-Q, or portion thereof will be filed on or before 
             the fifth calendar day following the prescribed due date; and
        (c)  The accountant's statement or other exhibit required by 
             Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period.  See Attachment A.


                                                 (Attach Extra Sheets If Needed)
                                                                 SEC 1344 (6/94)
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PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this 
    notification

     David C. Wills                         606                654-6961
    ---------------------------------  ---------------  ------------------------
                (Name)                   (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 
    or 15(d) of the Securities Exchange Act of 1934 or Section
    30 of the Investment Company Act of 1940 during the 
    preceding 12 months or for such shorter period that the
    registrant was required to file such report(s) been filed? 
    If answer is no, identify report(s).                          [X] Yes [_] No

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(3) Is it anticipated that any significant change in results of
    operations from the corresponding period for the last fiscal
    year will be reflected by the earnings statements to be
    included in the subject report or portion thereof?            [_] Yes [X] No

    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.


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          Pendleton Federal Savings Bank Profit Sharing Plan
        --------------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.


Date    June 28, 1996                   By     /s/ David C. Wills
    --------------------------------      ---------------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person 
signing the form shall be typed or printed beneath the signature. If the 
statement is signed on behalf of the registrant by an authorized representative 
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

- -----------------------------------ATTENTION------------------------------------
  Intentional misstatements or omissions of fact constitute Federal Criminal 
                       Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------


                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
   and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
   General Rules and Regulations under the Act. The information contained in or
   filed with the form will be made a matter of public record in the Commission
   files.

3. A manually signed copy of the form and amendments thereto shall be filed with
   each national securities exchange on which any class of securities of the
   registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
   not restate information that has been correctly furnished. The form shall be
   clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to
   timely file a report solely due to electronic difficulties. Filers unable to
   submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T ($232.201 or $232.202 of this chapter) or apply for an
   adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
   ($232.13(b) of this chapter).
<PAGE>
 
Pendleton Federal Savings Bank
Profit Sharing Plan
Form 12b-25
Attachment A to Part III

     The registrant is unable to file the Form 11-K within the prescribed time 
period without unreasonable effort and without incurring unreasonable expense 
related to overtime work by its personnel that would be necessary to file the 
Form 11-K within the prescribed time period.



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