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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Tri-County Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
89546
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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 the 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. 89546 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON:
Tri-County Federal Savings Bank of Waldorf
Employee Stock Ownership - 401(k) Savings Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
52-165213
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 46,498
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 46,498
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
46,498
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.6%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 89546 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON:
Gordon O'Neill
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 5. SOLE VOTING POWER 27,485
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 46,498
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 27,485
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 46,498
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
73,983
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 89546 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON:
William Runyon
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 5. SOLE VOTING POWER 13,891
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 46,498
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 13,891
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 46,498
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
60,389
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: IN
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Page 5 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Tri-County Financial Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
3035 Leonardtown Road
Waldorf, Maryland 20602
ITEM 2(a) NAME OF PERSON(S) FILING.
Tri-County Federal Savings Bank of Waldorf Employee
Stock Ownership - 401(k) Savings Plan ("KSOP"), and
the following individuals who serve as trustees of the
trust established under the KSOP: Gordon O'Neill and
William Runyon.
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. 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),
(h) [x] Group, in accordance with Rule 13d-
1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
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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 KSOP, Tri-County Federal Savings Bank
of Waldorf, acting as the KSOP Committee, has the power to direct the receipt
of dividends on shares held in the KSOP 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.
This Schedule 13G is being filed on behalf of the KSOP identified in
Item 2(a), filing under the Item 3(f) classification, and by each trustee of
the trust established pursuant to the KSOP, filing under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
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.
TRI-COUNTY FEDERAL SAVINGS BANK OF WALDORF
EMPLOYEE STOCK OWNERSHIP PLAN - 401(K) SAVINGS PLAN
/s/ Gordon O'Neill February 11, 1997
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Gordon O'Neill, as Trustee Date
/s/ William Runyon February 10, 1997
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William Runyon, as Trustee Date
/s/ Gordon O'Neill February 11, 1997
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Gordon O'Neill, as an Individual Stockholder Date
/s/ William Runyon February 10, 1997
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William Runyon, as an Individual Stockholder Date
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Page 8 of 8 Pages
Exhibit A
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Identification of Members of Group
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The trustees of the KSOP hold shares of common stock of the issuer in
trust for the benefit of employees participating in the KSOP. Pursuant to
Section 13.6 of the KSOP, (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 shall be
voted by the trustee in the manner directed by the issuer in its capacity as
the KSOP Committee. Pursuant to Section 13.3 of the KSOP, the trustees
exercise investment direction as directed by the issuer in its capacity as the
KSOP Committee. Overall, the trustees must exercise voting and dispositive
power with respect to the assets held by the KSOP, 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.
