TECHE HOLDING CO
SC 13D, 1999-09-16
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                           (Amendment No. __________)

                              TECHE HOLDING COMPANY
                                (Name of Issuer)

                     Common Stock $0.01 Par Value Per Share
                 ----------------------------------------------
                         (Title of Class of Securities)

                                   878330 10 9
                 ----------------------------------------------
                                 (CUSIP Number)

                          Gregory A. Gehlmann, Esquire
                            Malizia Spidi & Fisch, PC
                       1301 K Street, N.W., Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                -----------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 16, 1999
              -----------------------------------------------------
             (Date of event which requires filing of this Statement)

      If the filing person has previously filed a Statement on Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box |_|.

         Note.  Schedules  filed in paper format shall include a signed original
and five copies of the schedule,  including all exhibits.  See Rule 13d-7(b) for
other parties to whom copies are to be sent.

                         (Continued on following pages.)

                               (Page 1 of 7 pages)


<PAGE>


CUSIP No.  878330 10 9                       13D            Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1            NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Patrick O. Little
- --------------------------------------------------------------------------------
2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) [ ]
                                                                      (b) [ ]
             N/A
- --------------------------------------------------------------------------------
3            SEC USE ONLY
- --------------------------------------------------------------------------------
4            SOURCE OF FUNDS

             PF/00
- --------------------------------------------------------------------------------
5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
               TO ITEM 2(d) or 2(e)                                        [ ]

             N/A
- --------------------------------------------------------------------------------
6            CITIZENSHIP OR PLACE OF ORGANIZATION
             United States
- --------------------------------------------------------------------------------
                   7         SOLE VOTING POWER
 NUMBER OF                               33,525 Shares
   SHARES     ------------------------------------------------------------------
BENEFICIALLY       8         SHARED VOTING POWER
  OWNED BY                              111,885 Shares
    EACH      ------------------------------------------------------------------
 REPORTING         9         SOLE DISPOSITIVE POWER
PERSON WITH                              33,525 Shares
              ------------------------------------------------------------------
                  10        SHARED DISPOSITIVE POWER
                                        111,885 Shares
- --------------------------------------------------------------------------------
11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                       145,410 Shares
- --------------------------------------------------------------------------------
12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
              CERTAIN SHARES                                               [ ]

              N/A
- --------------------------------------------------------------------------------
13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              5.1% (based on 2,830,060 outstanding shares)

- --------------------------------------------------------------------------------
14            TYPE OF REPORTING PERSON

                                     IN
- --------------------------------------------------------------------------------
<PAGE>

Item 1.  Security and Issuer
- ----------------------------

         The class of equity  securities to which this Statement  relates is the
common stock,  $0.01 par value per share (the "Common Stock"),  of Teche Holding
Company (the "Issuer"),  the executive  office of which is located at 211 Willow
Street, Franklin, Louisiana, 70538.

Item 2.  Identity and Background
- --------------------------------

(a)  Name: Patrick O. Little
(b)  Residence or Business  Address:  211 Willow  Street,  Franklin,  Louisiana,
     70538.
(c)  Present Principal  Occupation or Employment:  President and Chief Executive
     Officer of Teche Holding Company, 211 Willow Street,  Franklin,  Louisiana,
     70538.
(d)  None.
(e)  None.
(f)  Citizenship: United States

Item 3.  Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------

         The purchase of the Common  Stock has made with the  personal  funds of
Mr. Little, through compensation awards as president and chief executive officer
of the Issuer and through a gift from his  father.  Mr.  Little has  exercisable
options to purchase  63,480 shares which were granted  pursuant to  compensation
plans of the Issuer.

Item 4.  Purpose of Transaction
- -------  ----------------------

         All of the shares reported on this Schedule 13D as  beneficially  owned
by Mr. Little were acquired for  investment.  Mr. Little may, from time to time,
depending upon market conditions and other investment  considerations,  purchase
additional  securities of the Issuer for  investment or dispose of securities of
the Issuer. As a director and an executive officer of the Issuer, Mr. Little,

                                        3

<PAGE>



from  time to  time,  explores  and is  presented  with  potential  actions  and
transactions  which may be  advantageous  to the  Issuer  and its  stockholders,
including possible mergers, acquisitions and other business combinations.

         Other than as discussed above and in the performance of his duties as a
director and an executive officer of the Issuer, Mr. Little has no current plans
or proposals which relate to or would result in:

     (a)  the acquisition by any person of additional  securities of the Issuer,
          or the disposition of securities of the Issuer;

     (b)  an   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization  or  liquidation,  involving  the  Issuer or any of its
          subsidiaries;

     (c)  a sale or transfer of a material amount of assets of the Issuer or any
          of its subsidiaries;

     (d)  any change in the present  board of  directors  or  management  of the
          Issuer,  including any plans or proposals to change the number or term
          of directors or to fill any existing vacancies on the board;

     (e)  any material change in the present  capitalization  or dividend policy
          of the Issuer;

     (f)  any  other  material  change in the  Issuer's  business  or  corporate
          structure;

     (g)  changes  in  the  Issuer's  articles  of   incorporation,   bylaws  or
          instruments  corresponding  thereto or other  actions which may impede
          the acquisition of control of the Issuer by any persons;

                                        4

<PAGE>



     (h)  causing a class of  securities  of the  Issuer to be  delisted  from a
          national securities exchange or to cease to be authorized to be quoted
          in  an  inter-dealer   quotation  system  of  a  registered   national
          securities association;

     (i)  a class of equity  securities  of the  Issuer  becoming  eligible  for
          termination  of  registration  pursuant  to  Section  12(g)(4)  of the
          Securities Exchange Act of 1934, as amended; or

     (j)  any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer
- ---------------------------------------------

         (a) The reporting person beneficially owns 145,410 shares of the Issuer
as of  the  date  of  this  statement,  representing  5.1%  of  the  issued  and
outstanding  shares.  This includes 6,825 shares of the Common Stock held in the
ESOP which have been allocated to Mr.  Little's  account and 63,480 shares which
may be  acquired  by Mr.  Little  within 60 days  pursuant  to exercise of stock
options.  This does not include  208,636  shares held by the ESOP which have not
been allocated to participants' accounts,  which shares are voted by the trustee
of the ESOP in accordance with  instructions  from Mr. Little in his capacity as
the Plan Administrator of the ESOP.

         (b) Mr. Little exercises sole voting and dispositive  power over 33,525
shares.  The total of 145,410  shares  owned  directly and  beneficially  by Mr.
Little also includes  12,407 shares held in Mr.  Little's IRA, 2,351 shares held
in his wife's IRA, 9,783 shares owned solely by Mr. Little's wife, 17,040 shares
held  jointly by him or his spouse and his minor  children  who reside with him,
and 6,825 shares held by the ESOP on behalf of Mr. Little.

                                        5

<PAGE>



         (c) No transactions in the class of securities  being reporting on have
been effected during the past sixty days.

         (d) No other  person has any  interest  in the  securities  reported on
pursuant to his Schedule 13D.

         (e) Not applicable.

Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect to
        Securities of the Issuer
- --------------------------------------------------------------------------------

         There are no contracts, arrangements,  understandings, or relationships
between  the  undersigned  and any other  person  with  respect to the  issuer's
securities,  including but not limited to the transfer or voting of  securities,
finder's  fees,  joint  ventures,  loan or option  arrangements,  puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies, or otherwise.

Item 7.  Material to be Filed as Exhibits
- -----------------------------------------

         Not applicable.


                                        6

<PAGE>


                                    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.
                                /s/ Patrick O. Little
Date: September 16,1999         ------------------------------------------------
                                Patrick O. Little



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