Maltese Capital Management SC 13D/A Newport Bancorp / SANDLER ONEILL ASSET MANAGEMENT ownership change

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Newport Bancorp Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

651754103

(CUSIP Number)

Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,

780 Third Avenue, 5^th Floor, New York, NY 10017 (212) 486-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 17, 2010

(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(b)(3) or (4), check the following box  ¨.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 15 pages.

Exhibit Index located on Page 15 SEC 1746 (12-91)            

SCHEDULE 13D
	Page 2 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Sandler O’Neill Asset Management, LLC
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     00
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     New York
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     305,000
		9.	Sole dispositive power
		10.	Shared dispositive power     305,000
11.	Aggregate amount beneficially owned by each reporting person     305,000
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     7.96%
14.	Type of reporting person*     00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 3 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person SOAM Holdings, LLC
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     00
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     213,900
		9.	Sole dispositive power
		10.	Shared dispositive power     213,900
11.	Aggregate amount beneficially owned by each reporting person     213,900
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     5.59%
14.	Type of reporting person*     00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 4 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Malta Partners, L.P.
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     WC
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     8,900
		9.	Sole dispositive power
		10.	Shared dispositive power     8,900
11.	Aggregate amount beneficially owned by each reporting person     8,900
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     0.23%
14.	Type of reporting person*     PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 5 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Malta Hedge Fund, L.P.
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     WC
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     32,400
		9.	Sole dispositive power
		10.	Shared dispositive power     32,400
11.	Aggregate amount beneficially owned by each reporting person     32,400
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     0.85%
14.	Type of reporting person*     PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 6 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Malta Hedge Fund II, L.P.
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     WC
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     172,600
		9.	Sole dispositive power
		10.	Shared dispositive power     172,600
11.	Aggregate amount beneficially owned by each reporting person     172,600
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     4.51%
14.	Type of reporting person*     PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 7 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Malta Offshore, Ltd
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     WC
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Cayman Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     66,100
		9.	Sole dispositive power
		10.	Shared dispositive power     66,100
11.	Aggregate amount beneficially owned by each reporting person     66,100
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     1.73%
14.	Type of reporting person*     CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 8 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person SOAM Capital Partners, L.P.
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     WC
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     25,000
		9.	Sole dispositive power
		10.	Shared dispositive power     25,000
11.	Aggregate amount beneficially owned by each reporting person     25,000
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     0.65%
14.	Type of reporting person*     CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D
	Page 9 of 15 Pages

CUSIP No. 651754103
1.	Name of reporting person S.S. or I.R.S. Identification No. of above person Terry Maltese
2.	Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds*     00
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizen or place of organization     USA
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power     305,000
		9.	Sole dispositive power
		10.	Shared dispositive power     305,000
11.	Aggregate amount beneficially owned by each reporting person     305,000
12.	Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.	Percent of class represented by amount in Row (11)     7.96%
14.	Type of reporting person*     IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of Newport Bancorp, Inc. (the “Issuer”), a company incorporated in Rhode Island, with its principal office at 100 Bellevue Avenue, Newport, Rhode Island, 02840.

Item 2. Identity and Background.

(a) This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”) and Malta Offshore, Ltd., a Cayman Islands company (“MO”), (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, and (vii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII and MO; and as managing member of SOAM Ventures, LLC (“Ventures”), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. (“SCP”), a Delaware limited partnership of which Ventures is the management company. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF and MHFII are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings, Ventures, and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, SCP, MO, SOAM and Holdings. The non-managing member of Holdings and SOAM is Sandler O’Neill Holdings, LLC, a New York limited liability company (“S.O. Holdings”).

(b) The address of the principal offices of each of MP, MHF, MHFII, SCP, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5^th Floor, New York, New York 10017. The address of the principal office of MO is c/o BYSIS Hedge Fund Services (Cayman) Limited, P.O. Box 30362 SMB, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal office of S.O. Holdings is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.

Page 10 of 15

(c) The principal business of MP, MHF, MHFII, and SCP is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.

(d) During the last five years, none of MP, MHF, MHFII, SCP MO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of MP, MHF, MHFII, MO, SCP, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Maltese is a U.S. citizen.

Item 3. Source and Amount of Funds.

The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MO, and SCP is $99,659, $362,419, $1,931,501, $746,820, and $296,197 respectively. Such shares were purchased with the investment capital of the respective entities.

Item 4. Purpose of Transaction.

The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) Based upon an aggregate of 3,830,177 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on November 2, 2009:

(i) MP beneficially owned 8,900 shares of Common Stock, constituting approximately 0.23% of the shares outstanding.

Page 11 of 15

(ii) MHF beneficially owned 32,400 shares of Common Stock, constituting approximately 0.85% of the shares outstanding.

(iii) MHFII beneficially owned 172,600 shares of Common Stock, constituting approximately 4.51% of the shares outstanding.

(iv) MO beneficially owned 66,100 shares of Common Stock, constituting approximately 1.73% of the shares outstanding.

(v) SCP beneficially owned 25,000 shares of Common Stock, constituting approximately 0.65% of the shares outstanding.

(vi) SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, and SCP under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 8,900 shares owned by MP, the 32,400 shares owned by MHF, the 172,600 shares owned by MHFII, the 66,100 shares owned by MO, and the 25,000 shares owned by SCP, or an aggregate of 305,000 shares of Common Stock, constituting approximately 7.96% of the shares outstanding.

(vii) Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the 8,900 shares owned by MP, the 32,400 shares owned by MHF and the 172,600 shares owned by MHFII, or an aggregate of 213,900 shares of Common Stock, constituting approximately 5.59% of the shares outstanding.

(viii) Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 8,900 shares owned by MP, the 32,400 shares owned by MHF, the 172,600 shares owned by MHFII, the 66,100 shares owned by MO, and the 25,000 shares owned by SCP, or an aggregate of 305,000 shares of Common Stock, constituting approximately 7.96% of the shares outstanding.

(ix) In the aggregate, the Reporting Persons beneficially own 305,000 shares of Common Stock, constituting approximately 7.96% of the shares outstanding.

(x) S.O. Holdings directly owned no shares of Common Stock.

(b) The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM

Page 12 of 15

pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by MO. Mr. Maltese, as President and managing member of Holdings, Ventures, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

(c) During the sixty days prior to February 17, 2010 the Reporting persons effected the following transactions in the Common Stock.

Transactions by MP last 60 days

Date	Transaction	Price	Shares
01/04/10	Sale	12.1150	(1,900	)
02/17/10	Purchase	12.0500	1,200

Transactions by MHF last 60 days

Date	Transaction	Price	Shares
12/18/09	Purchase	11.0500	100
01/04/10	Sale	12.1150	(1,900	)
02/03/10	Purchase	11.5500	100
02/17/10	Purchase	12.0500	4,200

Transactions by MHFII last 60 days

Date	Transaction	Price	Shares
12/18/09	Purchase	11.0500	800
01/04/10	Sale	12.1150	(400	)
02/03/10	Purchase	11.5500	300
02/09/10	Purchase	11.5100	100
02/17/10	Purchase	12.0500	22,500

Transactions by MO last 60 days

Date	Transaction	Price	Shares
12/18/09	Purchase	11.0500	200
01/04/10	Purchase	12.1650	4,200
02/03/10	Purchase	11.5500	100
02/17/10	Purchase	12.0500	8,600

Transactions by SCP last 60 days

Date	Transaction	Price	Shares
02/03/10	Purchase	11.5500	400
02/09/10	Purchase	11.5100	200
02/17/10	Purchase	12.0500	16,800

(d) Not applicable.

(e) Not applicable.

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

There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission

Page 13 of 15

SIGNATURES

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.

Dated: February 26, 2010

MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.
By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese President
MALTA OFFSHORE, LTD		MALTA HEDGE FUND II, L.P.
By:	Sandler O’Neill Asset Management LLC	By:	SOAM Holdings, LLC, the sole general partner
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese President
SANDLER O’NEILL ASSET		SOAM CAPITAL PARTNERS, L.P.
MANAGEMENT, LLC
By:	/s/ Terry Maltese	By:	SOAM Venture Holdings
	Terry Maltese President	By:	/s/ Terry Maltese
			Terry Maltese Managing Member
SOAM Holdings, LLC		TERRY MALTESE
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese

Page 14 of 15

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: February 26, 2010

MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.
By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese President
MALTA OFFSHORE, LTD		MALTA HEDGE FUND II, L.P.
By:	Sandler O’Neill Asset Management LLC	By:	SOAM Holdings, LLC, the sole general partner
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese President
SANDLER O’NEILL ASSET		SOAM CAPITAL PARTNERS, L.P.
MANAGEMENT, LLC
By:	/s/ Terry Maltese	By:	SOAM Venture Holdings
	Terry Maltese
	President	By:	/s/ Terry Maltese
			Terry Maltese Managing Member
SOAM Holdings, LLC		TERRY MALTESE
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese President		Terry Maltese

Page 15 of 15