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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) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2) *
Penfed Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
706875 10 1
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(CUSIP Number)
_______________
* 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. 706875 10 1 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Penfed Bancorp, Inc. Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
61-1275478
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Kentucky
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 24,403
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 24,403
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 24,403
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.5%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 706875 10 1 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Larry A. Ritter
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 15,966
6. SHARED VOTING POWER 23,860*
7. SOLE DISPOSITIVE POWER: 15,966
8. SHARED DISPOSITIVE POWER: 27,675*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 43,641*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 13.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Penfed Bancorp, Inc. Management
Recognition Plan Trust as to which the reporting person, as a
trustee, shares voting power and dispositive power over 6,509
shares and 10,324 shares, respectively.
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CUSIP No. 706875 10 1 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS:
John D. Woodhead
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 690
6. SHARED VOTING POWER 32,627*
7. SOLE DISPOSITIVE POWER: 690
8. SHARED DISPOSITIVE POWER: 42,951*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 43,641*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 13.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by the Penfed Bancorp, Inc. Management
Recognition Plan Trust as to which the reporting person, as a
trustee, shares voting power and dispositive power over 6,509
shares and 10,324 shares, respectively.
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Page 5 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Penfed Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
215 Shelby
Falmouth, Kentucky 41040-1238
ITEM 2(a) NAME OF PERSON(S) FILING.
Penfed Bancorp, Inc. Employee Stock Ownership Plan
("ESOP"), and the following individuals who serve as trustees of
the trust established under the ESOP: Larry A. Ritter and John D.
Woodhead.
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. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
Items (a) (b) (c) (d) (e) (g) and (h) - 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 SEC no-action letters. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of
the issuer held directly by these entities.
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Page 6 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.
Pursuant to Section 13.7 of the ESOP, the ESOP committee
has the power to direct the receipt of dividends on shares held
in the ESOP trust.
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 I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.<PAGE>
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Page 7 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.
PENFED BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Larry A. Ritter February 13, 1998
__________________________________ _________________
Larry A. Ritter, as Trustee Date
/s/ John D. Woodhead February 13, 1998
__________________________________ _________________
John D. Woodhead, as Trustee Date
/s/ Larry A. Ritter February 13, 1998
_________________________________________ _________________
Larry A. Ritter, as an Individual Date
Stockholder
/s/ John D. Woodhead February 13, 1998
_________________________________________ _________________
John D. Woodhead, as an Individual Date
Stockholder
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Page 8 of 8 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of the
issuer in trust for the benefit of employees participating in the
ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees
vote common stock allocated to participant accounts in accordance
with instructions by participants, (ii) shares of common stock of
the issuer which have not been allocated and allocated stock for
which no voting direction has been received shall be voted by the
trustee in the same proportion that participants direct the
voting of allocated shares, and (iii) if no voting direction has
been received as to allocated shares, the issuer may direct the
trustees as to the voting of all unallocated shares, and if the
issuer gives no direction, the trustees shall vote such shares in
their sole discretion. Pursuant to Section 13.3 of the ESOP, the
trustees exercise investment direction as directed by the issuer
in its capacity as the ESOP Committee. Overall, the trustees
must exercise voting and dispositive power with respect to the
assets held by the ESOP, including common stock of the issuer, in
accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
