TECHE HOLDING CO
SC 13D, 2000-04-11
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)

                             John J. Spidi, 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)

                                October 25, 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>
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>                                   <C>
- ----------------------------------------------------                          --------------------------------------------

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)

                        W. Ross 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                                           133,859 Shares
                        ------------- -----------------------------------------------------------------------------------
        SHARES               8        SHARED VOTING POWER
     BENEFICIALLY                                          18,067 Shares
                        ------------- -----------------------------------------------------------------------------------
       OWNED BY              9        SOLE DISPOSITIVE POWER
        EACH                                              133,859 Shares
                        ------------- -----------------------------------------------------------------------------------
      REPORTING              10       SHARED DISPOSITIVE POWER
     PERSON WITH                                           18,067 Shares
- ----------------------- -------------------------------------------------------------------------------------------------
          11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                          151,926 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)

                        5.82% (based on 2,527,252 outstanding shares)

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

                                               IN
- ----------------------- -------------------------------------------------------------------------------------------------
</TABLE>


<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: H. Ross Little

(b)  Residence or Business  Address:  211 Willow  Street,  Franklin,  Louisiana,
     70538.

(c)  Present Principal Occupation or Employment:  Chairman of the Board 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 been made with the personal  funds
of Mr. Little, through compensation awards as director and chairman of the board
of the Issuer.  Mr.  Little has  exercisable  options to purchase  84,640 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 of the Issuer, Mr. Little, from time to time,

                                       3
<PAGE>

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 151,926 shares of the Issuer
as of  the  date  of  this  statement,  representing  5.82%  of the  issued  and
outstanding  shares.  This  includes  84,640 shares which may be acquired by Mr.
Little within 60 days pursuant to exercise of stock options.

         (b) Mr. Little exercises sole voting and dispositive power over 133,859
shares.  This amount  includes 84,640 shares which may be acquired by Mr. Little
within 60 days  pursuant to exercise of stock  options and 6,282 shares held for
the benefit of Mr. Little under the Issuer's  Employee Stock Ownership Plan. The
total of 151,926 shares owned  beneficially  by Mr. Little also includes  15,425
shares owned solely by Mr.  Little's  wife and 2,642 shares owned jointly by Mr.
Little and his wife.

         (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.

                                       5
<PAGE>

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.

Date: April 10, 2000                           /s/ W. Ross Little
                                            --------------------
                                               W. Ross Little






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