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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-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3) *
Community Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
20364V 10 9
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(CUSIP Number)
N/A
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(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)
[x] 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 amend-
ment 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 14 pages<PAGE>
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CUSIP No. 20364V 10 9 13G Page 2 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Community Financial Corp. Employee Stock Ownership
Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
37-1344248
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 Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 202,529
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 202,529
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 202,529
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.2%
12. TYPE OF REPORTING PERSON:* EP
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 20364V 10 9 13G Page 3 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Michael F. Bauman
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 7,337
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 7,337
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 206,511
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.2%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 20364V 10 9 13G Page 4 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Roger L. Haberer
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 1,000
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 1,000
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 200,174
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.1%*
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 20364V 10 9 13G Page 5 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Roger A. Charleston
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 23,847
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 23,847
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 223,021
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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 6 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Gary L. Graham
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 1,000
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 1,000
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 223,021
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
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 7 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Brad A. Jones
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 11,487
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 11,487
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 210,661
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.5%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 8 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Shirley B. Kessler
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 21,542
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 21,542
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 220,716
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.9%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 9 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Clyde R. King
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 5,587
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 5,587
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 204,761
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.3%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 10 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Allen D. Welker
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 2,678
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 2,678
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 201,852
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.2%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP No. 20364V 10 9 13G Page 11 of 14 Pages
1. NAMES OF REPORTING PERSONS:
Wayne H. Benson
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 25,147
6. SHARED VOTING POWER 180,078
7. SOLE DISPOSITIVE POWER: 25,147
8. SHARED DISPOSITIVE POWER: 199,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 224,321
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.1%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
Page 12 of 14 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Community Financial Corp.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
240 E. Chestnut Street
Olney, Illinois 62450-2295
ITEM 2(a) NAME OF PERSON(S) FILING.
Community Financial Corp. Employee Stock Ownership
Plan Trust ("ESOP"), and the following individuals who serve (i)
as its trustees and/or (ii) on Community Financial Corp.'s Board
of Directors: Michael F. Bauman, Roger L. Haberer, Roger A.
Charleston, Gary L. Graham, Brad A. Jones, Shirley B. Kessler,
Clyde R. King, Allen D. Welker, and Wayne H. Benson.
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. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i) and (j) are 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 Rule 13d-1(c) and
applicable SEC no-action letters. <PAGE>
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Page 13 of 14 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.
The ESOP Committee has the power to determine whether
dividends on allocated shares that are paid to the ESOP trust
are distributed to participants or are used to repay the ESOP
loan.
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, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired and are
held 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.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and
belief, the securities referred to above 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.<PAGE>
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Page 14 of 14 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 FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Michael F. Bauman February 8, 1999
__________________________________ _________________
Michael F. Bauman, as Trustee Date
/s/ Roger A. Charleston February 8, 1999
__________________________________ _________________
Roger A. Charleston, as Trustee Date
/s/ Brad A. Jones February 8, 1999
__________________________________ _________________
Brad A. Jones, as Trustee Date
/s/ Michael F. Bauman February 8, 1999
_________________________________________ _________________
Michael F. Bauman, as a Director Date
of Community Financial Corp.
/s/ Wayne H. Benson February 8, 1999
_________________________________________ _________________
Wayne H. Benson, as a Director Date
of Community Financial Corp.
/s/ Roger A. Charleston February 8, 1999
_________________________________________ _________________
Roger A. Charleston, as a Director Date
of Community Financial Corp.
/s/ Gary L. Graham February 8, 1999
_________________________________________ _________________
Gary L. Graham, as a Director Date
of Community Financial Corp.
/s/ Roger L. Haberer February 8, 1999
_________________________________________ _________________
Roger L. Haberer, as a Director Date
of Community Financial Corp.
/s/ Brad A. Jones February 8, 1999
_________________________________________ _________________
Brad A. Jones, as a Director Date
of Community Financial Corp.
/s/ Shirley B. Kessler February 8, 1999
_________________________________________ _________________
Shirley B. Kessler, as a Director Date
of Community Financial Corp.
/s/ Clyde R. King February 8, 1999
_________________________________________ _________________
Clyde R. King, as a Director Date
of Community Financial Corp.
/s/ Allen D. Welker February 8, 1999
_________________________________________ _________________
Allen D. Welker, as a Director Date
of Community Financial Corp.
