As filed with the Securities and Exchange Commission on May 20, 2005
                                                     Registration No. 333-______

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


                            TF Financial Corporation
          -------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                         74-2705050
-------------------------------------           -------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                                  3 Penns Trail
                           Newtown, Pennsylvania 18940
                          ----------------------------
                    (Address of principal executive offices)

            TF Financial Corporation 2005 Stock-Based Incentive Plan
            --------------------------------------------------------
                            (Full Title of the Plan)

                                Dennis R. Stewart
              Executive Vice President and Chief Financial Officer
                                  3 Penns Trail
                           Newtown, Pennsylvania 18940
                                 (215) 579-4000
                           ---------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                   1100 New York Avenue, N.W., Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
  Title of                          Proposed Maximum    Proposed Maximum
Securities to      Amount to be         Offering       Aggregate Offering   Amount of Registration
be Registered     Registered (1)   Price Per Share(2)       Price (2)               Fee (2)
-------------     --------------   ------------------       ----------             --------
<S>             <C>                    <C>               <C>                      <C>
Common Stock
$0.10 par value
per share
                  240,000 shares         $28.56            $6,854,400               $806.76
</TABLE>

------------
1)   The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the TF Financial Corporation 2005 Stock- Based Incentive Plan
     (the "Plan")  consists of 240,000 shares which are being  registered  under
     this Registration Statement and for which a registration fee is being paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  An aggregate of 240,000 shares are being registered hereby,  based upon the
     average of the low selling  prices of the Common Stock of the Registrant as
     reported on the Nasdaq National Market on May 18, 2005, of $28.56 per share
     for a total offering of $6,854,400.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 240,000
shares of TF Financial Corporation (the "Company" or "Registrant") common stock,
$0.10 par value per share (the "Common Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the TF Financial  Corporation 2005 Stock-Based Incentive Plan
under which 240,000 shares are issuable (the "Plan").  Documents  containing the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). 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 pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  November  22,  1995 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 following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2004;

         (b) Form 8-K filed on April 28, 2005;

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31. 2005; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective amendment which indicates that all

                                        2

<PAGE>

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.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  145 of the  Delaware  General  Corporation  Law  authorizes  a
corporation such as the registrant to indemnify officers, directors,  employees,
and agents under certain circumstances.  Section 145 requires indemnification of
directors,  officers,  employees,  and  agents who have been  successful  on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues,  and  matters.   Article  XVIII  of  the  registrant's   Certificate  of
Incorporation provides for indemnification.

         Section  102(b)(7) of the Delaware  General  Corporation Law allows for
the  limitation  of liability  of  directors.  Article XVII of the  registrant's
Certificate  of  Incorporation  provides  for the  limitation  of  liability  of
directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability  Policy  underwritten  by St. Paul Mercury  Insurance  Co. with a $7.5
million aggregate limit of liability and an aggregate deductible of $100,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3

<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.
------

         (a) The undersigned Registrant hereby undertakes:

               (1) 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
               1933 Act;

               (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;

               (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)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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.

                  (3) 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

                                        4

<PAGE>

         (c) 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Newtown in the Commonwealth of  Pennsylvania,  as of
April 27, 2005.

                                       TF Financial Corporation

                                       By: /s/ Kent C. Lufkin
                                           -------------------------------------
                                           Kent C. Lufkin
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of TF Financial Corporation
do hereby severally constitute and appoint Kent C. Lufkin as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Kent C. Lufkin may deem
necessary or advisable  to enable TF  Financial  Corporation  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
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of 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 Kent C. Lufkin  shall do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                                   <C>
By:   /s/ Kent C. Lufkin                                   By:  /s/ Dennis R. Stewart
      --------------------------------------------              -----------------------------------
      Kent C. Lufkin                                            Dennis R. Stewart
      President, Chief Executive Officer                        Executive Vice President, Chief
      (Principal Executive Officer)                             Financial Officer and Treasurer
                                                                (Principal Financial and Accounting
                                                                Officer

      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)


By:   /s/ Carl F. Gregory                                  By:  /s/ Robert N. Dusek
      --------------------------------------------              -----------------------------------
      Carl F. Gregory                                           Robert N. Dusek
      Director                                                  Chairman of the Board


      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)

<PAGE>


By:   /s/ Dennis L. McCartney                              By:  /s/ George A. Olsen
      --------------------------------------------              -----------------------------------
      Dennis L. McCartney                                       George A. Olsen
      Director                                                  Director


      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)


By:   /s/ Albert M. Tantala                                By:  /s/ John R. Stranford
      --------------------------------------------              -----------------------------------
      Albert M. Tantala                                         John R. Stranford
      Director                                                  Director


      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS




Exhibit                            Description
-------                            -----------

     4.1          TF Financial Corporation 2005 Stock-Based Incentive
                  Plan

     4.2          Form of Stock Option Agreement to be entered into with
                  respect to Incentive Stock Options under the Stock Option
                  Plan

     4.3          Form of Stock Option Agreement to be entered into with
                  respect to Non-Incentive Stock Options under the Stock
                  Option Plan

     4.4          Form of Stock Award Agreement

     4.5          Form of Stock Award Tax Notice

     5.1          Opinion of Malizia Spidi & Fisch, PC as to the validity of
                  the Common Stock being registered

    23.1          Consent of Malizia Spidi & Fisch, PC (appears in their
                  opinion filed as Exhibit 5.1)

    23.2          Consent of Grant Thornton LLP

     24           Reference is made to the Signatures section of this
                  Registration Statement for the Power of Attorney
                  contained therein
[{"type": "S-8", "sequence": "1", "filename": "s8_052005-0084.txt", "description": "FORM", "secsgml_size_bytes": 20385}]
{"company-data": {"conformed-name": "TF FINANCIAL CORP", "cik": "0000921051", "assigned-sic": "6035", "irs-number": "742705050", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125116", "film-number": "05848611"}, "business-address": {"street1": "3 PENNS TRAIL", "city": "NEWTOWN", "state": "PA", "zip": "18940", "phone": "2155794000"}, "mail-address": {"street1": "3 PENNS TRAIL", "city": "NEWTOWN", "state": "PA", "zip": "18940"}}
As filed with the Securities and Exchange Commission on May 20, 2005
                                                     Registration No. 333-______

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

                            TF Financial Corporation
          -------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                         74-2705050
-------------------------------------           -------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                                  3 Penns Trail
                           Newtown, Pennsylvania 18940
                          ----------------------------
                    (Address of principal executive offices)

            TF Financial Corporation 2005 Stock-Based Incentive Plan
            --------------------------------------------------------
                            (Full Title of the Plan)

                                Dennis R. Stewart
              Executive Vice President and Chief Financial Officer
                                  3 Penns Trail
                           Newtown, Pennsylvania 18940
                                 (215) 579-4000
                           ---------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                   1100 New York Avenue, N.W., Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
  Title of                          Proposed Maximum    Proposed Maximum
Securities to      Amount to be         Offering       Aggregate Offering   Amount of Registration
be Registered     Registered (1)   Price Per Share(2)       Price (2)               Fee (2)
-------------     --------------   ------------------       ----------             --------
Common Stock
$0.10 par value
per share
                  240,000 shares         $28.56            $6,854,400               $806.76
------------
1)   The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the TF Financial Corporation 2005 Stock- Based Incentive Plan
     (the "Plan")  consists of 240,000 shares which are being  registered  under
     this Registration Statement and for which a registration fee is being paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  An aggregate of 240,000 shares are being registered hereby,  based upon the
     average of the low selling  prices of the Common Stock of the Registrant as
     reported on the Nasdaq National Market on May 18, 2005, of $28.56 per share
     for a total offering of $6,854,400.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 240,000
shares of TF Financial Corporation (the "Company" or "Registrant") common stock,
$0.10 par value per share (the "Common Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the TF Financial  Corporation 2005 Stock-Based Incentive Plan
under which 240,000 shares are issuable (the "Plan").  Documents  containing the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). 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 pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  November  22,  1995 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 following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2004;

         (b) Form 8-K filed on April 28, 2005;

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31. 2005; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective amendment which indicates that all

                                        2
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.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  145 of the  Delaware  General  Corporation  Law  authorizes  a
corporation such as the registrant to indemnify officers, directors,  employees,
and agents under certain circumstances.  Section 145 requires indemnification of
directors,  officers,  employees,  and  agents who have been  successful  on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues,  and  matters.   Article  XVIII  of  the  registrant's   Certificate  of
Incorporation provides for indemnification.

         Section  102(b)(7) of the Delaware  General  Corporation Law allows for
the  limitation  of liability  of  directors.  Article XVII of the  registrant's
Certificate  of  Incorporation  provides  for the  limitation  of  liability  of
directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability  Policy  underwritten  by St. Paul Mercury  Insurance  Co. with a $7.5
million aggregate limit of liability and an aggregate deductible of $100,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3
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.
------

         (a) The undersigned Registrant hereby undertakes:

               (1) 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
               1933 Act;

               (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;

               (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)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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.

                  (3) 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

                                        4
(c) 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Newtown in the Commonwealth of  Pennsylvania,  as of
April 27, 2005.

                                       TF Financial Corporation

                                       By: /s/ Kent C. Lufkin
                                           -------------------------------------
                                           Kent C. Lufkin
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of TF Financial Corporation
do hereby severally constitute and appoint Kent C. Lufkin as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Kent C. Lufkin may deem
necessary or advisable  to enable TF  Financial  Corporation  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
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of 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 Kent C. Lufkin  shall do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
By:   /s/ Kent C. Lufkin                                   By:  /s/ Dennis R. Stewart
      --------------------------------------------              -----------------------------------
      Kent C. Lufkin                                            Dennis R. Stewart
      President, Chief Executive Officer                        Executive Vice President, Chief
      (Principal Executive Officer)                             Financial Officer and Treasurer
                                                                (Principal Financial and Accounting
                                                                Officer

      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)

By:   /s/ Carl F. Gregory                                  By:  /s/ Robert N. Dusek
      --------------------------------------------              -----------------------------------
      Carl F. Gregory                                           Robert N. Dusek
      Director                                                  Chairman of the Board

      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)
By:   /s/ Dennis L. McCartney                              By:  /s/ George A. Olsen
      --------------------------------------------              -----------------------------------
      Dennis L. McCartney                                       George A. Olsen
      Director                                                  Director

      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)

By:   /s/ Albert M. Tantala                                By:  /s/ John R. Stranford
      --------------------------------------------              -----------------------------------
      Albert M. Tantala                                         John R. Stranford
      Director                                                  Director

      April 27, 2005                                            April 27, 2005
      --------------------------------------------              -----------------------------------
      (Date)                                                    (Date)
INDEX TO EXHIBITS

Exhibit                            Description
-------                            -----------

     4.1          TF Financial Corporation 2005 Stock-Based Incentive
                  Plan

     4.2          Form of Stock Option Agreement to be entered into with
                  respect to Incentive Stock Options under the Stock Option
                  Plan

     4.3          Form of Stock Option Agreement to be entered into with
                  respect to Non-Incentive Stock Options under the Stock
                  Option Plan

     4.4          Form of Stock Award Agreement

     4.5          Form of Stock Award Tax Notice

     5.1          Opinion of Malizia Spidi & Fisch, PC as to the validity of
                  the Common Stock being registered

    23.1          Consent of Malizia Spidi & Fisch, PC (appears in their
                  opinion filed as Exhibit 5.1)

    23.2          Consent of Grant Thornton LLP

     24           Reference is made to the Signatures section of this
                  Registration Statement for the Power of Attorney
                  contained therein