- Amended Statement of Ownership (SC 13G/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LEGACY BANCORP, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

52463G 10 5

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* 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).


CUSIP No.		52463G 10 5


1	NAMES OF REPORTING PERSONS The Legacy Banks Employee Stock Ownership Plan 04-1180020


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Commonwealth of Massachusetts

		5	SOLE VOTING POWER

NUMBER OF			522,755 ¹

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			258,398

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			781,153

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	781,153

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0% of 8,631,732 shares of Common Stock outstanding as of December 31, 2010.

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	EP

¹ On July 26, 2010, the Boards of Directors of Legacy Bancorp, Inc. and Legacy Banks (the “Bank”) voted to terminate the Bank’s Employee Stock Ownership Plan effective August 1, 2010 and authorized the filing of a request for favorable determination letter from the Internal Revenue Service.


Item 1(a).		Name of Issuer

Legacy Bancorp, Inc.


Item 1(b).		Address of Issuer’s Principal Executive Offices

99 North Street
Pittsfield, MA 01201


Item 2(a).		Name of Person Filing

The Legacy Banks Employee Stock Ownership Plan


Item 2(b).		Address of Principal Business Office or, if none, Residence

99 North Street
Pittsfield, MA 01201


Item 2(c).		Citizenship

Commonwealth of Massachusetts


Item 2(d).		Title of Class of Securities

Common Stock, par value $0.01 per share


Item 2(e).		CUSIP Number

52463G 10 5


Item 3.		IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS:

(f) [X] An employee benefit plan or endowment fund in accordance with Section 240.13d- 1(b)(1)(ii)(F).


Item 4.		Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)		Amount beneficially owned:

			781,153

	(b)		Percent of class:

			9.0% of 8,631,732 shares of Common Stock outstanding as of December 31, 2010.

(c)

Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote:

			522,755

	(ii)		Shared power to vote or to direct the vote:

			258,398

	(iii)		Sole power to dispose or to direct the disposition of:

			781,153

	(iv)		Shared power to dispose or to direct the disposition of:

			0


Item 5.		Ownership of Five Percent or Less of a Class:

Not Applicable


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.