TECHE HOLDING CO
SC 13D/A, 2000-11-08
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. 1)

                              TECHE HOLDING COMPANY
                             -----------------------
                                (Name of Issuer)

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

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

                             Richard Fisch, 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)

                               September 30, 2000
          -------------------------------------------------------------
             (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>
---------------------------------------------------                            ---------------------------------------------
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                                              49,550 Shares
        SHARES      --------------------------------------------------------------------------------------------------------
      BENEFICIALLY            8         SHARED VOTING POWER
       OWNED BY                                              160,484 Shares
         EACH       --------------------------------------------------------------------------------------------------------
       REPORTING              9         SOLE DISPOSITIVE POWER
      PERSONS WITH                                            49,550 Shares
                    --------------------------------------------------------------------------------------------------------
                              10        SHARED DISPOSITIVE POWER
                                                             160,484 Shares
----------------------------------------------------------------------------------------------------------------------------
          11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                                   210,034 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)

                        8.05% (based on 2,608,127 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: 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 was 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  105,800  shares.  Such  options  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

                                        3

<PAGE>

and other  investment  considerations,  purchase  additional  securities  of the
Issuer for investment or dispose of securities of the Issuer.

         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;

          (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;

                                        4

<PAGE>



          (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 210,034 shares of the Issuer
as of  the  date  of  this  statement,  representing  8.05%  of the  issued  and
outstanding  shares. This includes 10,255 shares of the Common Stock held in the
ESOP which have been allocated to Mr. Little's  account and 105,800 shares which
may be acquired by Mr. Little pursuant to exercise of stock options.

         (b) Mr. Little exercises sole voting and dispositive  power over 49,550
shares.  The total of 210,034  shares  owned  directly and  beneficially  by Mr.
Little also includes  12,406 shares held in Mr.  Little's IRA, 2,418 shares held
in his wife's IRA,  10,684  shares owned  solely by Mr.  Little's  wife,  17,409
shares held jointly by him or his spouse and his minor  children who reside with
him, and 10,255 shares held by the ESOP on behalf of Mr. Little.

         (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: November 7, 2000                 /s/Patrick O. Little
                                       -----------------------------------------
                                       Patrick O. Little





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