<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 3,
1998
                                 Registration No.333-______
________________________________________________________________

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

               COMMUNITY FINANCIAL CORP.
______________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)

     Illinois                                  37-1337630
-------------------------------            --------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)


                        240 E. Chestnut Street
                     Olney, Illinois  62450-2295
                            (618) 395-8676
             ------------------------------------------
              (Address of Principal Executive Offices)

                       Community Financial Corp.
                    1998 Reload Stock Option Plan
             ------------------------------------------
                      (Full Title of the Plan)

                       J. Mark Poerio, Esquire
                     Joel E. Rappoport, Esquire
                 Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                       Washington, D.C.  20036
             ------------------------------------------
              (Name and address of Agent for Service)

                            (202) 822-9611
 -------------------------------------------------------------
 (Telephone Number, including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
====================================================================================
<S>                   <C>           <C>               <C>                 <C>
  Title of Each                     Proposed Maximum  Proposed Maximum    Amount of
Class of Securites    Amount to be   Offering Price  Aggregate Offering Registration
 to be Registered     Registered       Per Share          Price             Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value          23,606 (1)      $20.00 (2)      $472,120 (2)       $139.28
=====================================================================================
<FN>                    
(1) Maximum number of shares issuable under the Community Financial Corp. 1998 Reload
    Stock Option Plan (23,606 shares), as such amounts may be increased in
    accordance with said plan in the event of a merger, consolidation,
    recapitalization, stock dividend, stock split or similar event involving the
    Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the price at which the options may be exercised.  23,606 shares are being
    registered hereby, all of which are not presently subject to option.  Such shares
    are being registered based upon the last sale price of the common stock of the
    Registrant as reported on the National Association of Securities Dealers
    Automated Quotation, National Market System ("NMS") on April 1, 1998 of $20.00
    per share ($472,120 in the aggregate). Therefore, the total amount of the
    offering being registered herein is $472,120.
</FN>
</TABLE>
<PAGE>
<PAGE>
                        PART I

         INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to
participants in the Community Financial Corp. 1998 Reload Stock
Option Plan (the "Plan") in accordance with Rule 428(b)(1).  In
accordance with the Note to Part I of Form S-8, such documents
are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.

                         PART II 

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Community Financial Corp. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this
Registration Statement: 

     (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (Commission File No. 0-
26292).

     (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (Commission File No. 0-26292).
  
     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (Commission File No. 0-26292).

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (Commission File No. 0-26292).

     (e)  The description of the Company's Securities contained
in the Company's Registration Statement on Form 8-A as filed
with the Commission on June 22, 1995.

     (f)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31, 1996.

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, PRIOR TO THE FILING OF A POST-EFFECTIVE
AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN
SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
                            -1-<PAGE>
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Section 5/8.75 of the Illinois Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

     5/8.75  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS; INSURANCE. -- (a)  A corporation may indemnify a
person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or who
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or,
with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct
was unlawful.  

     (b)  A corporation may indemnify any person who was or is a
party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, if such
person acted in good faith and in such a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation, provided that no indemnification
shall be made with respect to any claim, issue, or matter as to
which such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     (c)  To the extent that a director, officer, employee or
agent of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
     (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the
applicable standard of conduct set

                            -2-<PAGE>
<PAGE>
forth in subsections (a) or (b).  Such determination shall be
made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.

     (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this Section.

     (f)  The indemnification and advancement of expenses
provided by or granted under the subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity
while holding such office.

     (g)  A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person
against such liability under the provisions of this Section.

     (h)  If a corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the
corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the
next shareholders meeting.

     (i)  For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any corporation
having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers,
and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was
serving at the request of such merging corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section
with respect to the surviving corporation as such person would
have with respect to such merging corporation if its separate
existence had continued.

     (j)  For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as
a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries.  A person who acted in
good faith and in a manner he or she reasonably believed to be
in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as
referred to in this Section.

     (k)  The indemnification and advancement of expenses
provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors,
and administrators of that person.  (Last amended by P.A. 88-43,
L. '93 eff. 1-1-94.)

     Article XVII of the Company's Articles of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
                            -3-<PAGE>
<PAGE>

                       ARTICLE XVII

                      Indemnification

  A.  Persons.  The Corporation shall indemnify, to the extent
provided in paragraphs B, D or F:

    (1)  any person who is or was a director, officer,
  employee, or agent of the Corporation; and

    (2)  any person who serves or served at the Corporation's
  request as a director, officer, employee, agent, partner or
  trustee of another corporation, partnership, joint venture,
  trust or other enterprise.

  B.  Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.

  C.  Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be indemnified
only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
  the subject of the suit or action, and in a manner he
  reasonably believed to be in, or not opposed to, the best
  interests of the Corporation, including, but not limited to,
  the taking of any and all actions in connection with the
  Corporation's response to any tender offer or any offer or
  proposal of another party to engage in a Business Combination
  (as defined in Article XV) not approved by the board of
  directors.  However, he shall not be indemnified in respect
  of any claim, issue or matter as to which he has been
  adjudged to have been liable to the Corporation unless, and
  only to the extent that, the court in which the suit was
  brought shall determine, upon application, that despite the
  adjudication but in view of all the circumstances, he is
  fairly and reasonably entitled to indemnity for such expenses
  as the court shall deem proper.

  D.  Extent -- Nonderivative Suits.  In case of a threatened,
pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by
or in the right of the Corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph
A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by him
in connection with the nonderivative suit, including, but not
limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.

  E.  Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
  the subject of the nonderivative suit and in a manner he
  reasonably believed to be in, or not opposed to, the best
  interests of the Corporation, including, but not limited to,
  the taking of any and all actions in connection with the
  Corporation's response to any tender offer or any offer or
  proposal of another party to engage in a Business Combination
  (as defined in Article XV) not approved by the board of
  directors and, with respect to any criminal action or
  proceeding, he had no reasonable cause to believe his conduct
  was unlawful.  The termination of a nonderivative suit by
  judgment, order, settlement, conviction, or upon a plea of
  nolo contendere or its equivalent shall not, in itself,
  create a presumption that the person failed to satisfy the
  standard of this subparagraph E(2).
                             -4-<PAGE>
<PAGE>
  F.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

    (1)  the board of directors by a majority vote of a quorum
  consisting of directors of the Corporation who were not
  parties to the action, suit or proceeding; or

    (2)  independent legal counsel (appointed by a quorum of
  the disinterested directors of the Corporation) in a written
  opinion; or

    (3)  the stockholders of the Corporation.

  G.  Proration.  Anyone making a determination under paragraph
F may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts
to be indemnified.

  H.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through G if:

    (1)  the board of directors authorizes the specific
payment; and

    (2)  the person receiving the payment undertakes in
  writing to repay the same if it is ultimately determined that
  he is not entitled to indemnification by the Corporation
  under paragraphs A through G.

  I.  Nonexclusive.  The indemnification and advance payment of
expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

  J.  Continuation.  The indemnification and advancement of
expenses provided by this Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts.  The indemnification and advance
payment provided by paragraphs A through H shall continue as to
a person who has ceased to hold a position named in paragraph A
and shall inure to his heirs, executors and administrators.

  K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.

  L.  Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, and this Article XVII shall be interpreted
accordingly.  If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation, to the full extent permitted by
any applicable portion of this Article XVII that shall not have
been invalidated and to the full extent permitted by applicable
law.  If the Business Corporation Act of the State of Illinois
is amended, or other Illinois law is enacted, to permit further
or additional indemnification of the persons defined in this
Article XVII.A, then the indemnification of such persons shall
be to the fullest extent permitted by the Business Corporation
Act of the State of Illinois, as so amended, or such other
Illinois law.
                             -5-<PAGE>
<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

  Not Applicable.

ITEM 8.  EXHIBITS
------

  For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

  1.   The undersigned registrant hereby undertakes:

    (a)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

         (i)  To include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or
       events arising after the effective date of the
       registration statement (or the most recent post-
       effective amendment thereof) which, individually or in
       the aggregate, represent a fundamental change in the
       information set forth in the registration statement. 
       Notwithstanding the foregoing, any increase or decrease
       in volume of securities offered (if the total dollar
       value of securities offered would not exceed that which
       was registered) and any deviation from the low or high
       and of the estimated maximum offering range may be
       reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the
       aggregate, the changes in volume and price represent no
       more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration
       statement.

         (iii)  To include any material information with
       respect to the plan of distribution not previously
       disclosed in the registration statement or any material
       change to such information in the registration
       statement; 

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

    (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

    (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

  2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
                           -6-<PAGE>
<PAGE>
  3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

  4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                            -7-<PAGE>
<PAGE>
                         SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Olney, State of
Illinois, on March 31, 1998.

                          COMMUNITY FINANCIAL CORP.

                          By:/s/ Shirley B. Kessler
                             ---------------------------
                             Shirley B. Kessler
                             President
                             (Duly Authorized Representative)


                      POWER OF ATTORNEY

     We, the undersigned Directors of Community Financial Corp.,
hereby severally constitute and appoint Shirley B. Kessler, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Shirley B. Kessler may deem necessary
or advisable to enable  Community Financial Corp. to comply with
the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of Community
Financial Corp. common stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Shirley
B. Kessler shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 Signatures                   Title                                 Date
----------                    -----                                 -----
<S>                           <C>                                   <C>

/s/ Shirley B. Kessler
------------------------      President and Director                March 31, 1998
Shirley B. Kessler            (Principal Executive Officer)

/s/ Douglas W. Tompson
------------------------      Chief Financial Officer               March 31, 1998
Douglas W. Tompson            (Principal Financial and Accounting 
                              Officer)

/s/ Charles M. DiCiro
------------------------      Chairman and Director                March 31, 1998
Charles M. DiCiro                        

/s/ Michael F. Bauman
------------------------      Director                             March 31, 1998
Michael F. Bauman                        

/s/ William O. Cantwell
------------------------      Director                             March 31, 1998
William O. Cantwell

/s/ Roger A. Charleston
------------------------      Director                             March 31, 1998
Roger A. Charleston

/s/ Brad A. Jones
------------------------      Director                             March 31, 1998
Brad A. Jones
<PAGE>
/s/ Clyde R. King
------------------------      Director                             March 31, 1998
Clyde R. King

/s/ Allen D. Welker
------------------------      Director                             March 31, 1998
Allen D. Welker

</TABLE>
<PAGE>
<PAGE>
                        INDEX TO EXHIBITS


Exhibit        Description                          

   5           Opinion of Housley Kantarian & Bronstein, P.C. as
               to the validity of the Common Stock being
               registered 

  23.1         Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5)

  23.2         Consent of Larsson, Woodyard & Henson, LLP

  24           Power of Attorney (contained in the signature
               page to this registration statement)

  99.1         Community Financial Corp. 1998 Reload Stock
               Option Plan

  99.2         First Amendment to the Community Financial Corp.
               1998 Reload Stock Option Plan

  99.3         Community Financial Corp. 1998 Reload Stock
               Option Plan Trust Agreement Form

  99.4         Form of Stock Option Agreement to be entered 
               into with Optionees with respect to Non-Incentive
               Stock Options granted under the Community
               Financial Corp. Reload 1998 Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33590}]
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As filed with the Securities and Exchange Commission on April 3,
1998
                                 Registration No.333-______
________________________________________________________________

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

               COMMUNITY FINANCIAL CORP.
______________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)

     Illinois                                  37-1337630
-------------------------------            --------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                        240 E. Chestnut Street
                     Olney, Illinois  62450-2295
                            (618) 395-8676
             ------------------------------------------
              (Address of Principal Executive Offices)

                       Community Financial Corp.
                    1998 Reload Stock Option Plan
             ------------------------------------------
                      (Full Title of the Plan)

                       J. Mark Poerio, Esquire
                     Joel E. Rappoport, Esquire
                 Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                       Washington, D.C.  20036
             ------------------------------------------
              (Name and address of Agent for Service)

                            (202) 822-9611
 -------------------------------------------------------------
 (Telephone Number, including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
====================================================================================
Title of Each                     Proposed Maximum  Proposed Maximum    Amount of
Class of Securites    Amount to be   Offering Price  Aggregate Offering Registration
 to be Registered     Registered       Per Share          Price             Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value          23,606 (1)      $20.00 (2)      $472,120 (2)       $139.28
=====================================================================================
(1) Maximum number of shares issuable under the Community Financial Corp. 1998 Reload
    Stock Option Plan (23,606 shares), as such amounts may be increased in
    accordance with said plan in the event of a merger, consolidation,
    recapitalization, stock dividend, stock split or similar event involving the
    Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the price at which the options may be exercised.  23,606 shares are being
    registered hereby, all of which are not presently subject to option.  Such shares
    are being registered based upon the last sale price of the common stock of the
    Registrant as reported on the National Association of Securities Dealers
    Automated Quotation, National Market System ("NMS") on April 1, 1998 of $20.00
    per share ($472,120 in the aggregate). Therefore, the total amount of the
    offering being registered herein is $472,120.
PART I

         INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to
participants in the Community Financial Corp. 1998 Reload Stock
Option Plan (the "Plan") in accordance with Rule 428(b)(1).  In
accordance with the Note to Part I of Form S-8, such documents
are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.

                         PART II 

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Community Financial Corp. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this
Registration Statement: 

     (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (Commission File No. 0-
26292).

     (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (Commission File No. 0-26292).
  
     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (Commission File No. 0-26292).

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (Commission File No. 0-26292).

     (e)  The description of the Company's Securities contained
in the Company's Registration Statement on Form 8-A as filed
with the Commission on June 22, 1995.

     (f)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31, 1996.

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, PRIOR TO THE FILING OF A POST-EFFECTIVE
AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN
SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
                            -1-
ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Section 5/8.75 of the Illinois Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

     5/8.75  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS; INSURANCE. -- (a)  A corporation may indemnify a
person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or who
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or,
with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct
was unlawful.  

     (b)  A corporation may indemnify any person who was or is a
party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, if such
person acted in good faith and in such a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation, provided that no indemnification
shall be made with respect to any claim, issue, or matter as to
which such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     (c)  To the extent that a director, officer, employee or
agent of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
     (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the
applicable standard of conduct set

                            -2-
forth in subsections (a) or (b).  Such determination shall be
made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.

     (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this Section.

     (f)  The indemnification and advancement of expenses
provided by or granted under the subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity
while holding such office.

     (g)  A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person
against such liability under the provisions of this Section.

     (h)  If a corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the
corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the
next shareholders meeting.

     (i)  For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any corporation
having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers,
and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was
serving at the request of such merging corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section
with respect to the surviving corporation as such person would
have with respect to such merging corporation if its separate
existence had continued.

     (j)  For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as
a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries.  A person who acted in
good faith and in a manner he or she reasonably believed to be
in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as
referred to in this Section.

     (k)  The indemnification and advancement of expenses
provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors,
and administrators of that person.  (Last amended by P.A. 88-43,
L. '93 eff. 1-1-94.)

     Article XVII of the Company's Articles of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
                            -3-
ARTICLE XVII

                      Indemnification

  A.  Persons.  The Corporation shall indemnify, to the extent
provided in paragraphs B, D or F:

    (1)  any person who is or was a director, officer,
  employee, or agent of the Corporation; and

    (2)  any person who serves or served at the Corporation's
  request as a director, officer, employee, agent, partner or
  trustee of another corporation, partnership, joint venture,
  trust or other enterprise.

  B.  Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.

  C.  Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be indemnified
only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
  the subject of the suit or action, and in a manner he
  reasonably believed to be in, or not opposed to, the best
  interests of the Corporation, including, but not limited to,
  the taking of any and all actions in connection with the
  Corporation's response to any tender offer or any offer or
  proposal of another party to engage in a Business Combination
  (as defined in Article XV) not approved by the board of
  directors.  However, he shall not be indemnified in respect
  of any claim, issue or matter as to which he has been
  adjudged to have been liable to the Corporation unless, and
  only to the extent that, the court in which the suit was
  brought shall determine, upon application, that despite the
  adjudication but in view of all the circumstances, he is
  fairly and reasonably entitled to indemnity for such expenses
  as the court shall deem proper.

  D.  Extent -- Nonderivative Suits.  In case of a threatened,
pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by
or in the right of the Corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph
A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by him
in connection with the nonderivative suit, including, but not
limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.

  E.  Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

    (1)  he is successful on the merits or otherwise; or

    (2)  he acted in good faith in the transaction which is
  the subject of the nonderivative suit and in a manner he
  reasonably believed to be in, or not opposed to, the best
  interests of the Corporation, including, but not limited to,
  the taking of any and all actions in connection with the
  Corporation's response to any tender offer or any offer or
  proposal of another party to engage in a Business Combination
  (as defined in Article XV) not approved by the board of
  directors and, with respect to any criminal action or
  proceeding, he had no reasonable cause to believe his conduct
  was unlawful.  The termination of a nonderivative suit by
  judgment, order, settlement, conviction, or upon a plea of
  nolo contendere or its equivalent shall not, in itself,
  create a presumption that the person failed to satisfy the
  standard of this subparagraph E(2).
                             -4-
F.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

    (1)  the board of directors by a majority vote of a quorum
  consisting of directors of the Corporation who were not
  parties to the action, suit or proceeding; or

    (2)  independent legal counsel (appointed by a quorum of
  the disinterested directors of the Corporation) in a written
  opinion; or

    (3)  the stockholders of the Corporation.

  G.  Proration.  Anyone making a determination under paragraph
F may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts
to be indemnified.

  H.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through G if:

    (1)  the board of directors authorizes the specific
payment; and

    (2)  the person receiving the payment undertakes in
  writing to repay the same if it is ultimately determined that
  he is not entitled to indemnification by the Corporation
  under paragraphs A through G.

  I.  Nonexclusive.  The indemnification and advance payment of
expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

  J.  Continuation.  The indemnification and advancement of
expenses provided by this Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts.  The indemnification and advance
payment provided by paragraphs A through H shall continue as to
a person who has ceased to hold a position named in paragraph A
and shall inure to his heirs, executors and administrators.

  K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.

  L.  Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, and this Article XVII shall be interpreted
accordingly.  If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation, to the full extent permitted by
any applicable portion of this Article XVII that shall not have
been invalidated and to the full extent permitted by applicable
law.  If the Business Corporation Act of the State of Illinois
is amended, or other Illinois law is enacted, to permit further
or additional indemnification of the persons defined in this
Article XVII.A, then the indemnification of such persons shall
be to the fullest extent permitted by the Business Corporation
Act of the State of Illinois, as so amended, or such other
Illinois law.
                             -5-
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

  Not Applicable.

ITEM 8.  EXHIBITS
------

  For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

  1.   The undersigned registrant hereby undertakes:

    (a)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

         (i)  To include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or
       events arising after the effective date of the
       registration statement (or the most recent post-
       effective amendment thereof) which, individually or in
       the aggregate, represent a fundamental change in the
       information set forth in the registration statement. 
       Notwithstanding the foregoing, any increase or decrease
       in volume of securities offered (if the total dollar
       value of securities offered would not exceed that which
       was registered) and any deviation from the low or high
       and of the estimated maximum offering range may be
       reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the
       aggregate, the changes in volume and price represent no
       more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration
       statement.

         (iii)  To include any material information with
       respect to the plan of distribution not previously
       disclosed in the registration statement or any material
       change to such information in the registration
       statement; 

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

    (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

    (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

  2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
                           -6-
3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

  4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                            -7-
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Olney, State of
Illinois, on March 31, 1998.

                          COMMUNITY FINANCIAL CORP.

                          By:/s/ Shirley B. Kessler
                             ---------------------------
                             Shirley B. Kessler
                             President
                             (Duly Authorized Representative)

                      POWER OF ATTORNEY

     We, the undersigned Directors of Community Financial Corp.,
hereby severally constitute and appoint Shirley B. Kessler, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Shirley B. Kessler may deem necessary
or advisable to enable  Community Financial Corp. to comply with
the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of Community
Financial Corp. common stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Shirley
B. Kessler shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures                   Title                                 Date
----------                    -----                                 -----
/s/ Shirley B. Kessler
------------------------      President and Director                March 31, 1998
Shirley B. Kessler            (Principal Executive Officer)

/s/ Douglas W. Tompson
------------------------      Chief Financial Officer               March 31, 1998
Douglas W. Tompson            (Principal Financial and Accounting 
                              Officer)

/s/ Charles M. DiCiro
------------------------      Chairman and Director                March 31, 1998
Charles M. DiCiro                        

/s/ Michael F. Bauman
------------------------      Director                             March 31, 1998
Michael F. Bauman                        

/s/ William O. Cantwell
------------------------      Director                             March 31, 1998
William O. Cantwell

/s/ Roger A. Charleston
------------------------      Director                             March 31, 1998
Roger A. Charleston

/s/ Brad A. Jones
------------------------      Director                             March 31, 1998
Brad A. Jones
/s/ Clyde R. King
------------------------      Director                             March 31, 1998
Clyde R. King

/s/ Allen D. Welker
------------------------      Director                             March 31, 1998
Allen D. Welker
INDEX TO EXHIBITS

Exhibit        Description                          

   5           Opinion of Housley Kantarian & Bronstein, P.C. as
               to the validity of the Common Stock being
               registered 

  23.1         Consent of Housley Kantarian & Bronstein, P.C.
               (appears in their opinion filed as Exhibit 5)

  23.2         Consent of Larsson, Woodyard & Henson, LLP

  24           Power of Attorney (contained in the signature
               page to this registration statement)

  99.1         Community Financial Corp. 1998 Reload Stock
               Option Plan

  99.2         First Amendment to the Community Financial Corp.
               1998 Reload Stock Option Plan

  99.3         Community Financial Corp. 1998 Reload Stock
               Option Plan Trust Agreement Form

  99.4         Form of Stock Option Agreement to be entered 
               into with Optionees with respect to Non-Incentive
               Stock Options granted under the Community
               Financial Corp. Reload 1998 Stock Option Plan