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SEC FILE NUMBER
0-25750
CUSIP NUMBER
706875 10 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[x] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1997
[ ] 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: _______________
Read Instructions (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.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
_________________________________________________________________
PART I -- REGISTRANT INFORMATION
Penfed Bancorp, Inc.
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Full Name of Registrant
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Former Name if Applicable
215 Shelby Street
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Address of Principal Executive Office (Street and Number)
Falmouth, Kentucky 41040-1238
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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)
[x] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreason-
able 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 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.
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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.
The severe flooding of the Licking River in the first quarter of
1997 caused significant damage to Registrant's physical
facilities including its records and computer systems.
Management of the Registrant has spent considerable time
attempting to restore the records of the Registrant and its
wholly-owned subsidiary, and has accordingly experienced a delay
in completing the Registrant's Quarterly Report on Form 10-QSB
for the March 31, 1997 quarter.<PAGE>
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Leann Banta (606) 654-6961
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(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). [ ] YES [X] NO
Annual Report on Form 10-KSB for fiscal year ended
December 31, 1996
___________________________________________________________
(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.
_________________________________________________________________
PENFED BANCORP, INC.
_________________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date May 15, 1997 By /s/ Leann Banta
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Leann Banta, Controller
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. Electric 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 (Subsection 232.201 or Subsection 232.202 of
this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (Subsection 232.13(b)
of this chapter).
