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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
First Federal Bancorporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
319979100
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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 the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 pages<PAGE>
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CUSIP No. 319979100 13G Page 2 of 13 Pages
1. NAME OF REPORTING PERSON:
First Federal Bancorporation Employee Stock Ownership Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
41-1796238
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 68,255
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 68,255
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
68,255
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.7%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 319979100 13G Page 3 of 13 Pages
1. NAME OF REPORTING PERSON:
First Federal Bancorporation 1995 Stock Option and
Incentive Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
41-1848954
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 75,163
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 75,163
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
75,163
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.7%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 319979100 13G Page 4 of 13 Pages
1. NAME OF REPORTING PERSON: Walter R. Fankhanel
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 12,514
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 55,200
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 12,514
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 55,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
67,714
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.7%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 319979100 13G Page 5 of 13 Pages
1. NAME OF REPORTING PERSON: Martin R. Sathre
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 7,647
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 55,200
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 7,647
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 55,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
62,847
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.0%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
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CUSIP No. 319979100 13G Page 6 of 13 Pages
1. NAME OF REPORTING PERSON: James R. Sharp
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 7,047
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 55,200
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 7,047
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 55,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
62,247
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.9%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
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CUSIP No. 319979100 13G Page 7 of 13 Pages
1. NAME OF REPORTING PERSON: Ralph T. Smith
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 17,207
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 55,200
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 17,207
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 55,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
72,407
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.3%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 319979100 13G Page 8 of 13 Pages
1. NAME OF REPORTING PERSON: Dean J. Thompson
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 11,138
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 55,200
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 11,138
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 55,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
66,338
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.5%
12. TYPE OF REPORTING PERSON: IN
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Page 9 of 13 Pages
ITEM 1(a) NAME OF ISSUER.
First Federal Bancorporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
214 5th Street
Bemidji, Minnesota 56601
ITEM 2(a) NAME OF PERSON(S) FILING.
First Federal Bancorporation Employee Stock Ownership Plan
("ESOP"), First Federal Bancorporation 1995 Stock Option and
Incentive Plan ("Option Plan"), and the following individuals who
serve as trustees of the separate trusts established under the
ESOP and the Option Plan: Walter R. Fankhanel, Martin R. Sathre,
James R. Sharp, Ralph T. Smith, and Dean J. Thompson.
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),
(h) [x] Group, in accordance with Rule 13d-
1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
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Page 10 of 13 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, First Federal
Bancorporation, acting as the ESOP Committee, has the power to
direct the receipt of dividends on shares held in the ESOP trust.
Pursuant to the terms of the Option Plan and its
associated trust agreement, the Option Plan's trustees have the
power to direct the receipt of dividends on shares held in the
Option Plan 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.
This Schedule 13G is being filed on behalf of the ESOP and
the Option Plan identified in Item 2(a), filing under the Item
3(f) classification, and by each trustee of the separate trusts
established pursuant to the ESOP and the Option Plan, filing
under the Item 3(h) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of
the issuer held directly by these entities.
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 11 of 13 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.
FIRST FEDERAL BANCORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Walter R. Fankhanel June 24, 1997
__________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre June 24, 1997
__________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp June 24, 1997
__________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith June 24, 1997
__________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson June 24, 1997
__________________________________ _________________
Dean J. Thompson, as Trustee Date
/s/ Walter R. Fankhanel June 24, 1997
_________________________________________ _________________
Walter R. Fankhanel, as an Individual Date
Stockholder
/s/ Martin R. Sathre June 24, 1997
________________________________________ _________________
Martin R. Sathre, as an Individual Date
Stockholder
/s/ James R. Sharp June 24, 1997
_________________________________________ _________________
James R. Sharp, as an Individual Date
Stockholder
/s/ Ralph T. Smith June 24, 1997
_________________________________________ _________________
Ralph T. Smith, as an Individual Date
Stockholder
/s/ Dean J. Thompson June 24, 1997
_________________________________________ _________________
Dean J. Thompson, as an Individual Date
Stockholder
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Page 12 of 13 Pages
FIRST FEDERAL BANCORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
By Its Trustees:
/s/ Walter R. Fankhanel June 24, 1997
__________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre June 24, 1997
__________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp June 24, 1997
__________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith June 24, 1997
__________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson June 24, 1997
__________________________________ _________________
Dean J. Thompson, as Trustee Date
/s/ Walter R. Fankhanel June 24, 1997
_________________________________________ _________________
Walter R. Fankhanel, as an Individual Date
Stockholder
/s/ Martin R. Sathre June 24, 1997
________________________________________ _________________
Martin R. Sathre, as an Individual Date
Stockholder
/s/ James R. Sharp June 24, 1997
_________________________________________ _________________
James R. Sharp, as an Individual Date
Stockholder
/s/ Ralph T. Smith June 24, 1997
_________________________________________ _________________
Ralph T. Smith, as an Individual Date
Stockholder
/s/ Dean J. Thompson June 24, 1997
_________________________________________ _________________
Dean J. Thompson, as an Individual Date
Stockholder
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Page 13 of 13 Pages
Exhibit A
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Identification of Members of Group
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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. Pursuant to Section 5 of
the Option Plan's trust agreement, the trustees of the Option
Plan (i) have sole discretion as to the investment of trust
assets, except that to the extent reasonably practicable, the
trustees shall invest all assets of the trust in common stock of
the issuer, and (ii) exercise voting rights with respect to
common stock of the issuer in accordance with the terms and
conditions for the exercise of voting rights of unallocated
shares under the ESOP. Overall, the trustees must exercise
voting and dispositive power with respect to the assets held by
the ESOP and the Option Plan, 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.
