UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Milton Federal Financial Corporation
__________________________________________________________
(Name of Issuer)
Common Shares
__________________________________________________________
(Title of Class of Securities)
601795 10 7
__________________________________________________________
(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).
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CUSIP No. 601795 10 7 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Bank
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
5 SOLE VOTING POWER
152,992
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,992
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
12 TYPE OF REPORTING PERSON*
BK
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CUSIP No. 601795 10 7 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milton Federal Financial Corporation Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____
(b) __X__
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
192,240
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,240
10 CHECK 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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ITEM 1(A). Name of Issuer:
Milton Federal Financial Corporation
ITEM 1(B). Address of Issuer's Principal Executive Offices:
25 Lowry Drive
West Milton, Ohio 45383
ITEM 2(A). Name of Person Filing:
National City Bank
Milton Federal Financial Corporation Employee Stock Ownership
Plan
ITEM 2(B). Address of Principal Business Office or, if none,
Residence:
National City Bank
6 North Main Street
Dayton, Ohio 45412-2380
Milton Federal Financial Corporation Employee Stock Ownership
Plan
National City Bank, Trustee
6 North Main Street
Dayton, Ohio 45412-2380
ITEM 2(C). Citizenship:
National City Bank: United States
Milton Federal Financial Corporation Employee Stock Ownership
Plan:
Organized in Ohio
ITEM 2(D). Title of Class of Securities:
Common Shares
ITEM 2(E). CUSIP Number
601795 10 7
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
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(b) [x] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Advisor registered under section 203 of
the Investment Advisers Act of 1940
(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 ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with
ss. 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership:
NATIONAL CITY BANK
(a) Amount Beneficially Owned:
152,992
(b) Percent of Class:
6.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 152,992
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
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MILTON FEDERAL FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
(a) Amount Beneficially Owned:
192,240
(b) Percent of Class:
8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: 192,240
(iv) shared power to dispose or to direct the
disposition of: -0-
At December 31, 1996, there were 192,240 common shares of Milton
Federal Financial Corporation held by the Milton Federal
Financial Corporation Employee Stock Ownership Plan (the
"Plan"). National City Bank is the Trustee of the Plan. Under
the terms of the Plan and the Trust Agreement, the Trustee votes
all of the shares allocated to the accounts of participants as
directed by the participants to whose accounts such shares have
been allocated. With respect to unallocated shares or allocated
shares with respect to which no instructions have been received,
the Plan provides that the Trustee shall vote such shares in the
Trustee's discretion. As of December 31, 1996, 39,248 shares had
been allocated to Plan participants.
Although the Trustee has general authority to sell assets,
because the Plan provides that the Trustee is to invest
primarily in shares of the issuer, the authority to dispose of
such shares is limited by the Plan to certain circumstances.
ITEM 5. Ownership of Five Percent or Less of a Class:
Not applicable.
ITEM 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable.
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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.
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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 purposes 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.
NATIONAL CITY BANK
Date: February 24, 1997 By /s/ David Smeltzer
___________________________________
David Smeltzer
MILTON FEDERAL FINANCIAL
CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
By National City Bank, Trustee
Date: February 24, 1997 By /s/ David Smeltzer
___________________________________
David Smeltzer
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EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of more
than 5% of the common shares of Milton Federal Financial Corporation, an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
NATIONAL CITY BANK
Date: February 24, 1997 By /s/ David Smeltzer
______________________________________
David Smeltzer
MILTON FEDERAL FINANCIAL
CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN
By National City Bank, Trustee
Date: February 24, 1997 By /s/ David Smeltzer
______________________________________
David Smeltzer
