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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2) *
FIRST LANCASTER BANCSHARES, INC.
________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________
(Title of Class of Securities)
32067S 10 1
________________________________________________________________
(CUSIP Number)
N/A
________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] 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).
Page 1 of 8 pages<PAGE>
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CUSIP No. 32067S 10 1 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON:
First Lancaster Bancshares, Inc.
Employee Stock Ownership Plan Trust
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
61-1297318
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 76,704
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 22,515
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 76,704
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0%
12. TYPE OF REPORTING PERSON* EP
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CUSIP No. 32067S 10 1 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON: David W. Gay
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 4,300
6. SHARED VOTING POWER 88,709
7. SOLE DISPOSITIVE POWER 4,300
8. SHARED DISPOSITIVE POWER 43,572
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 93,009
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.7%
12. TYPE OF REPORTING PERSON IN
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CUSIP No. 32067S 10 1 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON: Ronald L. Sutton
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 12,509
6. SHARED VOTING POWER 75,973
7. SOLE DISPOSITIVE POWER 12,509
8. SHARED DISPOSITIVE POWER 30,836
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 88,482
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.2%
12. TYPE OF REPORTING PERSON* IN
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CUSIP No. 32067S 10 1 13G Page 5 of 8 Pages
1. NAME OF REPORTING PERSON: Jack C. Zanone
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 3,741
6. SHARED VOTING POWER 75,973
7. SOLE DISPOSITIVE POWER 3,741
8. SHARED DISPOSITIVE POWER 30,836
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 79,714
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3%
12. TYPE OF REPORTING PERSON* IN
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Page 6 of 8 Pages
ITEM 1(a) NAME OF ISSUER:
First Lancaster Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
208 Lexington Street
Lancaster, Kentucky 40444-1131
ITEM 2(a) NAME OF PERSON(S) FILING:
First Lancaster Bancshares, Inc. Employee Stock
Ownership Plan Trust ("ESOP"), and the following individuals who
serve as its trustees: David W. Gay, Ronald L. Sutton, and Jack
C. Zanone.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP:
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER:
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters. <PAGE>
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Page 7 of 8 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
First Lancaster Bancshares, Inc., in its capacity as the
ESOP Committee, has the power to determine whether dividends on
allocated shares that are paid to the ESOP trust are distributed
to participants or are used to repay the ESOP loan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
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, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his 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.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and
belief, the securities referred to above 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.<PAGE>
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Page 8 of 8 Pages
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.
FIRST LANCASTER BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ David W. Gay January 26, 1999
__________________________________ ________________
David W. Gay, as Trustee Date
/s/ Ronald L. Sutton January 26, 1999
__________________________________ ________________
Ronald L. Sutton, as Trustee Date
/s/ Jack C. Zanone January 26, 1999
__________________________________ ________________
Jack C. Zanone, as Trustee Date
/s/ David W. Gay January 26, 1999
_________________________________________ ________________
David W. Gay, as an Individual Date
Stockholder
/s/ Ronald L. Sutton January 26, 1999
_________________________________________ ________________
Ronald L. Sutton, as an Individual Date
Stockholder
/s/ Jack C. Zanone January 26, 1999
_________________________________________ ________________
Jack C. Zanone, as an Individual Date
Stockholder
