SECURITY OF PENNSYLVANIA FINANCIAL CORP
SC 13G/A, 2000-02-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1


                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549





                                   SCHEDULE 13G/A
                      Under the Securities Exchange Act of 1934
                                 (Amendment No. 1)*


                      Security of Pennsylvania Financial Corp.
                      ----------------------------------------
                                (Name of Issuer)

                       Common Stock, par value $.01 per share
                       --------------------------------------
                        (Title of Class of Securities)


                                  814847-10-9
                            --------------------------
                                 (CUSIP Number)

                                December 31, 1999
                            ---------------------------
              (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)
      /_/ 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).



SEC 1745 (2-95)
                              Page 1 of 5 pages


<PAGE> 2



- --------------------------  ------------------------ ---------------------------
CUSIP NO. 814847-10-9                13G/A               Page 2 of  5  Pages
- --------------------------  ------------------------ ---------------------------

- ----   -------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Security Savings Association of Hazleton
        Employee Stock Ownership Plan
- ----   -------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) /__/
                                                        (b) /__/
- ----   -------------------------------------------------------------------------

3       SEC USE ONLY



- ----   -------------------------------------------------------------------------

4       CITIZENSHIP OR PLACE OF ORGANIZATION
        Federally chartered stock savings institution's employee stock benefit
        plan organized in Pennsylvania.

- ----------------- -----   ------------------------------------------------------

     NUMBER OF      5     SOLE VOTING POWER
       SHARES                  119,383
    BENEFICIALLY
      OWNED BY    -----   ------------------------------------------------------
        EACH        6     SHARED VOTING POWER
     REPORTING                   7,557
       PERSON
        WITH      -----   ------------------------------------------------------
                    7     SOLE DISPOSITIVE POWER
                               126,940

                  -----   ------------------------------------------------------
                    8     SHARED DISPOSITIVE POWER
                                 -0-

- --------------------------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              126,940

- ----   -------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- ----   -------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
              9.4% of 1,356,885 shares of Common Stock outstanding
              as of December 31, 1999.


- ----   -------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON*
              EP

- ------  ------------------------------------------------------------------------
                     *SEE INSTRUCTION BEFORE FILLING OUT!




<PAGE> 3


                   SECURITY SAVINGS ASSOCIATION OF HAZLETON
                         EMPLOYEE STOCK OWNERSHIP PLAN

                                 SCHEDULE 13G/A

Item 1(a)   Name of Issuer:
            Security of Pennsylvania Financial Corp.

Item 1(b)   Address of Issuer's Principal Executive Offices:
            31 W. Broad Street
            Hazleton, Pennsylvania 18201-0770

Item 2(a)   Name of Person Filing:
            Security Savings Association of Hazleton
            Employee Stock Ownership Plan
            Trustee:  First Bankers Trust Co.
                      2321 Koch's Lane
                      Quincy, Illinois  62301

Item 2(b)   Address of Principal Business Offices or, if none, Residence:
            31 W. Broad Street
            Hazleton, Pennsylvania 18201-0770

Item 2(c)   Citizenship:  Federally chartered stock savings institution's
                          employee stock benefit plan organized in Pennsylvania.

Item 2(d)   Title of Class of Securities: Common Stock, par value $.01 per share

Item 2(e)   CUSIP Number:  814847-10-9

Item 3      The person filing this statement is an employee benefit plan
            which is subject to the provisions of the Employee Retirement
            Income Security Act of 1974.

Item 4      Ownership. As of December 31, 1999, the reporting
            person beneficially owned 126,940 shares of the issuer. This
            number of shares represents 9.4% of the common stock, par value
            $.01, of the issuer, based upon 1,356,885 shares of such common
            stock outstanding as of December 31, 1999. As of December 31, 1999,
            the reporting person has sole power to vote or to direct the vote of
            119,383 of the shares and shares voting power over 7,557 shares. The
            reporting person has the sole power to dispose or direct the
            disposition of 126,940 shares of common stock.



                                 Page 3 of 5 pages

<PAGE> 4



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

            N/A

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

            N/A

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

            N/A

Item 8      Identification and Classification of Members of the Group.

            N/A

Item 9      Notice of Dissolution of Group.

            N/A













                              Page 4 of 5 pages

<PAGE> 5


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 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.

                              February 8, 2000
                  --------------------------------------------
                                    (Date)


                              /s/ Carmen Walch
                  --------------------------------------------
                                 (Signature)


                                 Carmen Walch
                  First Bankers Trust Company, N.A., as Trustee
                  ---------------------------------------------
                                   (Title)










                              Page 5 of 5 pages



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