<PAGE>
<PAGE>
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. 3) *
First Federal Bancorporation
--------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------
(Title of Class of Securities)
319979100
--------------------
(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 13 pages<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 2 of 13 Pages
1. NAMES OF REPORTING PERSONS:
First Federal Bancorporation
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
41-1796238
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 102,382
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 102,382
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 102,382
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: EP
<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 3 of 13 Pages
1. NAMES OF REPORTING PERSONS:
First Federal Bancorporation
1995 Stock Option and Incentive Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
41-1848954
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 129,117
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 129,117
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 129,117
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.9%
12. TYPE OF REPORTING PERSON: EP
<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 4 of 13 Pages
1. NAMES OF REPORTING PERSONS:
Walter R. Fankhanel
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 26,732
6. SHARED VOTING POWER 249,249*
7. SOLE DISPOSITIVE POWER: 26,732
8. SHARED DISPOSITIVE POWER: 264,940*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 291,672*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 26.5%*
12. TYPE OF REPORTING PERSON: IN
* Includes 23,647 shares held by First Federal Bancorporation
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power, and 64,491 shares held
by the First Federal Banking and Savings Grantor Trust as to
which the trustee shares voting and dispositive powers. Also
includes shares held by the First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 89,958 shares and 129,117 shares, respectively.<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 5 of 13 Pages
1. NAMES OF REPORTING PERSONS:
Martin R. Sathre
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 3,622
6. SHARED VOTING POWER 258,909*
7. SOLE DISPOSITIVE POWER: 3,622
8. SHARED DISPOSITIVE POWER: 274,600*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 278,222*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 27.9%*
12. TYPE OF REPORTING PERSON: IN
* Includes 23,647 shares held by First Federal Bancorporation
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power, and 64,491 shares held
by the First Federal Banking and Savings Grantor Trust as to
which the trustee shares voting and dispositive powers. Also
includes shares held by the First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 89,958 shares and 129,117 shares, respectively.
<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 6 of 13 Pages
1. NAMES OF REPORTING PERSONS:
James R. Sharp
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 12,382
6. SHARED VOTING POWER 249,249*
7. SOLE DISPOSITIVE POWER: 12,382
8. SHARED DISPOSITIVE POWER: 264,940*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 277,322*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 27.8%*
12. TYPE OF REPORTING PERSON: IN
* Includes 23,647 shares held by First Federal Bancorporation
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power, and 64,491 shares held
by the First Federal Banking and Savings Grantor Trust as to
which the trustee shares voting and dispositive powers. Also
includes shares held by the First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 89,958 shares and 129,117 shares, respectively.
<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 7 of 13 Pages
1. NAMES OF REPORTING PERSONS:
Ralph T. Smith
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 28,072
6. SHARED VOTING POWER 250,749*
7. SOLE DISPOSITIVE POWER: 28,072
8. SHARED DISPOSITIVE POWER: 266,440*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 294,512*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 29.5%*
12. TYPE OF REPORTING PERSON: IN
* Includes 23,647 shares held by First Federal Bancorporation
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power, and 64,491 shares held
by the First Federal Banking and Savings Grantor Trust as to
which the trustee shares voting and dispositive powers. Also
includes shares held by the First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 89,958 shares and 129,117 shares, respectively.
<PAGE>
<PAGE>
CUSIP No. 319979100 13G Page 8 of 13 Pages
1. NAMES OF REPORTING PERSONS:
Dean J. Thompson
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 18,415
6. SHARED VOTING POWER 249,249*
7. SOLE DISPOSITIVE POWER: 18,415
8. SHARED DISPOSITIVE POWER: 264,940*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 283,355*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 28.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes 23,647 shares held by First Federal Bancorporation
Management Recognition Plan Trust as to which the reporting
person, as a trustee, shares voting power, and 64,491 shares held
by the First Federal Banking and Savings Grantor Trust as to
which the trustee shares voting and dispositive powers. Also
includes shares held by the First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust as to which the reporting
person, as a trustee, shares voting power and dispositive power
over 89,958 shares and 129,117 shares, respectively.
<PAGE>
<PAGE>
Page 9 of 13 Pages
Securities and Exchange Commission
Washington, D.C. 20549
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),
Item (a) (b) (c) (d) (e) (g) and (h) - not applicable. 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
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.
<PAGE>
<PAGE>
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, 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.
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>
<PAGE>
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 February 3, 1998
__________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre February 3, 1998
__________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp February 3, 1998
__________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith February 3, 1998
__________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson February 3, 1998
__________________________________ _________________
Dean J. Thompson, as Trustee Date
/s/ Walter R. Fankhanel February 3, 1998
_________________________________________ _________________
Walter R. Fankhanel, as an Individual Date
Stockholder
/s/ Martin R. Sathre February 3, 1998
________________________________________ _________________
Martin R. Sathre, as an Individual Date
Stockholder
/s/ James R. Sharp February 3, 1998
_________________________________________ _________________
James R. Sharp, as an Individual Date
Stockholder
/s/ Ralph T. Smith February 3, 1998
_________________________________________ _________________
Ralph T. Smith, as an Individual Date
Stockholder
/s/ Dean J. Thompson February 3, 1998
_________________________________________ _________________
Dean J. Thompson, as an Individual Date
Stockholder
<PAGE>
<PAGE>
Page 12 of 13 Pages
FIRST FEDERAL BANCORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
By Its Trustees:
/s/ Walter R. Fankhanel February 3, 1998
__________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre February 3, 1998
__________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp February 3, 1998
__________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith February 3, 1998
__________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson February 3, 1998
__________________________________ _________________
Dean J. Thompson, as Trustee Date
/s/ Walter R. Fankhanel February 3, 1998
_________________________________________ _________________
Walter R. Fankhanel, as an Individual Date
Stockholder
/s/ Martin R. Sathre February 3, 1998
________________________________________ _________________
Martin R. Sathre, as an Individual Date
Stockholder
/s/ James R. Sharp February 3, 1998
_________________________________________ _________________
James R. Sharp, as an Individual Date
Stockholder
/s/ Ralph T. Smith February 3, 1998
_________________________________________ _________________
Ralph T. Smith, as an Individual Date
Stockholder
/s/ Dean J. Thompson February 3, 1998
_________________________________________ _________________
Dean J. Thompson, as an Individual Date
Stockholder
<PAGE>
<PAGE>
Page 13 of 13 Pages
Exhibit A
- ---------
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. The trustees of the
Option Plan have sole discretion as to the investment of trust
assets, pursuant to Section 5 of the Option Plan's trust
agreement, and 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.
