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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-(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ___) *
Community Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
230755 10 0
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(CUSIP Number)
* 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. 230755 10 0 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Cumberland Mountain Bancshares, Inc.
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
31-1499488
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Kentucky
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 87,856
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 87,856
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 87,856
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 13%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 230755 10 0 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Robert R. Long
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (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 6,723
6. SHARED VOTING POWER 18,629
7. SOLE DISPOSITIVE POWER: 6,723
8. SHARED DISPOSITIVE POWER: 18,629
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 25,352
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.7%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 230755 10 0 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS:
J. Roy Shoffner
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (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 11,696
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 11,696
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,696
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.7%
12. TYPE OF REPORTING PERSON: IN
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Page 5 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Cumberland Mountain Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1431 Cumberland Avenue
Middlesboro, Kentucky 40965
ITEM 2(a) NAME OF PERSON(S) FILING.
Cumberland Mountain Bancshares, Inc. Employee Stock
Ownership Plan ("ESOP"), and J. Roy Shoffner and Robert R. Long
(who serve as trustees of the trust established under the ESOP).
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 the reporting person.
Item 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
Items (a) (b) (c) (d) (e) (g) and (h) - 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 two trustees of the trust established
pursuant to the ESOP, filing pursuant to SEC no-action letters.
Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these
entities.<PAGE>
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Page 6 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.
Pursuant to Section 13.7 of the ESOP, the ESOP
Committee has the power to direct the receipt of dividends on
shares held in the ESOP trust.
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 I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.<PAGE>
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Page 7 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.
CUMBERLAND MOUNTAIN BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Robert R. Long February 10, 1998
__________________________________ _________________
Robert R. Long, as Trustee Date
/s/ J. Roy Shoffner February 10, 1998
__________________________________ _________________
J. Roy Shoffner, as Trustee Date
/s/ James J. Shoffner February 10, 1998
__________________________________ _________________
James J. Shoffner, as Trustee Date
/s/ Robert R. Long February 10, 1998
_________________________________________ _________________
Robert R. Long, as an Individual Date
Stockholder
/s/ J. Roy Shoffner February 10, 1998
_________________________________________ _________________
J. Roy Shoffner, as an Individual Date
Stockholder
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Page 14 of 8 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of
the issuer in trust for the benefit of employees participating
in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the
trustees vote common stock allocated to participant accounts in
accordance with instructions by participants, (ii) shares of
common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received
shall be voted by the trustee in the same proportion as
participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares,
the issuer may direct the trustees as to the voting of all
unallocated shares, and if the issuer gives no direction, the
trustees shall vote such shares in their sole discretion.
Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the ESOP committee.
Overall, the trustees must exercise voting and dispositive power
with respect to the assets held by the ESOP, including common
stock of the issuer, in accordance with the fiduciary
responsibility requirements imposed by Section 404 of the
Employee Retirement Income Security Act of 1974, as amended.
