FIRST BANKERS TRUST CO NA
SC 13G/A, 1998-02-11
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                            FFD Financial Corporation
                                (Name of Issuer)


                           Common shares, no par value
                         (Title of Class of Securities)


                                   30243C 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).

<PAGE>




- ---------------------------------------
CUSIP No. 30243C 10 7                                    13G
          --------------------
- ---------------------------------------

- -------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          FFD 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         --------------------------------------------------
          WITH               7     SOLE DISPOSITIVE POWER
          
                                   -0-

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

                                   116,279

- -------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          116,279

- -------------------------------------------------------------------------------
   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*

          EP

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


<PAGE>



- ---------------------------------------
CUSIP No. 30243C 10 7                                    13G
          --------------------
- ---------------------------------------

- -------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          First Bankers Trust Company, N.A.

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

                                   114,123
       
       NUMBER OF             --------------------------------------------------
        SHARES               6     SHARED VOTING POWER
      BENEFICIALLY
         OWNED                     -0-
        BY EACH
   REPORTING PERSON          --------------------------------------------------
         WITH                7     SOLE DISPOSITIVE POWER
          
                                   -0-

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

                                   116,279

- -------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          116,279

- -------------------------------------------------------------------------------
   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*

          BK

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


<PAGE>


Item 1(a).        Name of Issuer:

                  FFD Financial Corporation

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  321 North Wooster Avenue
                  Dover, Ohio  44622

Item 2(a).        Name of Persons Filing:

                  First Bankers Trust Company, N.A.

                  FFD Financial Corporation Employee Stock Ownership Plan

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                  First Bankers Trust Company, N.A.
                  1201 Broadway
                  Quincy, Illinois  62301

                  FFD Financial Corporation Employee Stock Ownership Plan
                  First Bankers Trust Company, N.A., Trustee
                  1201 Broadway
                  Quincy, Illinois  62301

Item 2(c).        Citizenship:

                  First Bankers Trust Company, N.A.
                    Organized under the laws of the United States

                  FFD Financial Corporation Employee Stock Ownership Plan:
                    Organized in Ohio

Item 2(d).        Title and Class of Securities:

                  Common shares, no par value

Item 2(e).        CUSIP Number:

                  30243C 10 7




<PAGE>


Item 3.           If this statement is filed pursuant to Rules 13d-1(b), or 
                    3d-2(b), check whether the person filing is a:

                  (a)   [ ]   Broker or Dealer registered under Section 15 of 
                              the Act

                  (b)   [X]   Bank as defined in section 3(a)(19) 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:

                  First Bankers Trust Company, N.A.

                  (a)      Amount Beneficially Owned:
                           116,279

                  (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:
                                    114,123

                           (ii)     shared power to vote or to direct the vote:
                                    -0-

                           (iii)    sole power to dispose or to direct the
                                    disposition of:
                                    -0-


<PAGE>
                           (iv)     shared power to dispose or to direct the 
                                    disposition of:
                                    116,279

             FFD Financial Corporation Employee Stock Ownership Plan

                      (a)     Amount Beneficially Owned:
                              116,279

                      (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:
                                       -0-

                            (iv)  shared power to dispose or to direct the
                                  disposition of:
                                        116,279

                           There  are  116,279  common  shares  owned by the FFD
                           Financial  Corporation  Employee Stock Ownership Plan
                           (the "Plan").  First Bankers Trust Company,  N.A., 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, 1997,
                           2,156 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.

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

                           Inapplicable

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

                           Inapplicable


<PAGE>

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

                           Inapplicable

Item 8.                    Identification and Classification of Members of th
                           Group:

                           Inapplicable

Item 9.                    Notice of Dissolution of Group:

                           Inapplicable

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.




<PAGE>


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.


                                        FIRST BANKERS TRUST COMPANY, N.A.


1/29/98                                 By Carmen Walch
Date                                       Carmen Walch
                                             Trust Officer


                                        FFD FINANCIAL CORPORATION
                                        EMPLOYEE STOCK OWNERSHIP PLAN


                                        By First Bankers Trust Company, N.A.,
                                             Trustee


1/29/98                                 By Carmen Walch
Date                                       Carmen Walch
                                             Trust Officer

<PAGE>




                                    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 FFD Financial Corporation,  an Ohio corporation,
shall be, and is, filed on behalf of each of the undersigned.




                                        FIRST BANKERS TRUST COMPANY, N.A.



1/29/98                                 By Carmen Walch
Date                                       Carmen Walch
                                             Trust Officer



                                        FFD FINANCIAL CORPORATION
                                        EMPLOYEE STOCK OWNERSHIP PLAN

                                        By First Bankers Trust Company, N.A.,
                                            Trustee



1/29/98                                 By Carmen Walch
Date                                       Carmen Walch
                                             Trust Officer





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