FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DAVIDSON ROBERT L 2. Issuer Name and Ticker or Trading Symbol CENTRUE FINANCIAL CORP [TRUE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EXECUTIVE VICE PRESIDENT (Last) (First) (Middle) 122 W. MADISON STREET 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008 (Street) OTTAWA, IL 61350 4. If Amendment, Date Original Filed(Month/Day/Year) 01/02/2009 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price COMMON STOCK             3,000 D   COMMON STOCK             2,678 I 401K PLAN

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION

Â

Â

Â

Â

Â

Â

  (1)

  (1)

COMMON STOCK

Â

Â

1,100

D

Â

PHANTOM STOCK

Â

Â

Â

Â

Â

Â

  (2)

  (2)

COMMON STOCK

Â

Â

1,175

D

Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAVIDSON ROBERT L 122 W. MADISON STREET OTTAWA, IL 61350	Â	Â	  EXECUTIVE VICE PRESIDENT	Â

Signatures

ROBERT L. DAVIDSON		03/31/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	SHARES GRANTED TO THE REPORTING PERSON UNDER THE ISSUER'S STOCK OPTION PLAN.
(2)	ON 1/2/2009, PHANTOM SHARES AS OF 12/31/2008 WERE ERRONEOUSLY REPORTED AS 1,286 PHANTOM SHARES. PHANTOM SHARES AS OF 12/31/2008 SHOULD HAVE BEEN REPORTED AS 1,175 PHANTOM SHARES. OF THAT AMOUNT, 280 PHANTOM SHARES ARE SUBJECT TO A 5 YEAR CLIFT VESTING AND VEST 12/31/2013. QUARTERLY COMPANY MATCHES WERE ERRONEOUSLY REPORTED AS ACQUIRING PHANTOM SHARES AT 100% RATHER THAN 50%. THE SHARES OF PHANTOM STOCK BECOME PAYABLE, IN CASH OR COMMON STOCK, AT THE ELECTION OF THE REPORTING PERSON, UPON THE REPORTING PERSON'S TERMINATION OF SERVICE.

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