<PAGE>
<PAGE>
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) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2) *
Tri-County Financial Corporation
--------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------
(Title of Class of Securities)
89546
--------------------
(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>
<PAGE>
CUSIP No. 89546 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Community Bank of Tri-County
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: (ENTITIES ONLY)
52-2054674
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 Maryland
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 56,740
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 56,740
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 56,740
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.2%
12. TYPE OF REPORTING PERSON: EP
<PAGE>
<PAGE>
CUSIP No. 89546 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Gordon O'Neill
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 28,856
6. SHARED VOTING POWER 9,570
7. SOLE DISPOSITIVE POWER: 28,856
8. SHARED DISPOSITIVE POWER: 9,570
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 38,426
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.9%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
<PAGE>
CUSIP No. 89546 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Herbert Redmond
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 520
6. SHARED VOTING POWER 9,570
7. SOLE DISPOSITIVE POWER: 520
8. SHARED DISPOSITIVE POWER: 9,570
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,090
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.3%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
<PAGE>
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.
Community Bank of Tri-County Employee Stock Ownership
Plan ("ESOP"), and the following individuals who serve as
trustees of the trust established under the ESOP: Gordon O'Neill
and Herbert Redmond.
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),
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 each
trustee 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>
<PAGE>
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>
<PAGE>
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.
COMMUNITY BANK OF TRI-COUNTY
EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Gordon O'Neill February 11, 1998
------------------------------ -----------------
Gordon O'Neill, as Trustee Date
/s/ Herbert Redmond February 5, 1998
----------------------------- ----------------
Herbert Redmond, as Trustee Date
/s/ Gordon O'Neill February 11, 1998
- --------------------------------------------- -----------------
Gordon O'Neill, as an Individual Stockholder Date
/s/ Herbert Redmond February 5, 1998
- --------------------------------------------- ----------------
Herbert Redmond, as an Individual Stockholder Date
<PAGE>
<PAGE>
Page 8 of 8 Pages
Exhibit A
- ---------
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 shall be
voted by the trustee in the manner directed by the ESOP Committee. Pursuant
to Section 13.3 of the ESOP, the trustees exercise investment direction as
directed by the issuer in its capacity as 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.
