As filed with the Securities and Exchange Commission on March 22, 2007
                                                     Fegistration No. 333-______

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

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

                               SE Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Pennsylvania                                         57-1199010
--------------------------------                            ------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                          1901-03 East Passyunk Avenue
                        Philadelphia, Pennsylvania 19148
              ----------------------------------------------------
                    (Address of principal executive offices)

                    SE Financial Corp. 2006 Stock Option Plan
          St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan
          ------------------------------------------------------------
                            (Full Title of the Plans)

                                  Pamela M. Cyr
                                    President
                          1901-03 East Passyunk Avenue
                        Philadelphia, Pennsylvania 19148
                                 (215) 468-1700
                                 --------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
                                 --------------
<TABLE>
<CAPTION>
                                                 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)
        -------------            --------------   ------------------       ----------            --------
<S>                           <C>                    <C>                <C>                     <C>
Common Stock
$0.10 par value per share        206,910 shares         $12.75             $2,638,103              $80.99

Common Stock
$0.10 par value per share        113,182 shares         $12.30             $1,392,139              $42.74
============================= ==================  ===================  ==================  ======================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the SE Financial Corp. 2006 Stock Option Plan consists of
         228,637 shares,  and under the St.  Edmond's  Federal Savings Bank 2006
         Restricted  Stock Plan (the "RSP")  consists of 91,455 shares are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 320,092 shares are being  registered
         hereby,  of which 206,190 shares are under option at a weighted average
         exercise price of $12.75 per share  ($2,638,103 in the aggregate).  The
         remainder of such shares 113,182 shares, consisting of 21,727 unawarded
         options under the Stock Option Plan and 91,455 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin  Board on March 19, 2007, of $12.30 per share  ($1,392,139  in
         the aggregate), for a total offering of $4,030,242.

         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 320,092
shares of SE Financial Corp. (the "Company" or "Registrant")  common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the SE  Financial  Corp.  2006 Stock  Option  Plan under  which
228,637  shares are issuable,  and the St.  Edmond's  Federal  Savings Bank 2006
Restricted  Stock Plan under which  91,455  shares are issuable  (together,  the
"Plans").  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  April  14,  2004  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-KSB for the Year Ended
                  October 31, 2006, as filed with the Commission;

         (b)      Form 8-K, dated March 14, 2007, as filed with the Commission;

         (c)      The Company's  Quarterly Report on Form 10-QSB for the Quarter
                  Ended January 31, 2007, as filed with the Commission; 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 April 14, 2004.

         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 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.

                                       2

<PAGE>

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

         Not Applicable

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

         Not Applicable

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

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         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.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers  Liability  Policy  underwritten by Progressive  Casualty
Insurance  Company  with a $5.0  million  aggregate  limit of  liability  and an
aggregate  deductible  of  $75,000  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 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.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

                                        3

<PAGE>

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.

         (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.

                                       4

<PAGE>

         (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 Philadelphia in the Commonwealth of Pennsylvania,  on
the 20th day of February, 2007.

                                   SE Financial Corp.

                                   By:     /s/Pamela M. Cyr
                                           -------------------------------------
                                           Pamela M. Cyr
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of SE Financial  Corp., do
hereby  severally  constitute  and appoint  Pamela M. Cyr 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 Pamela M. Cyr may deem
necessary  or  advisable  to  enable SE  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
Statement on Form S-8 relating to the registrant,  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 Pamela M. Cyr 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.

/s/Marcy C. Panzer                /s/Pamela M. Cyr
----------------------------      ----------------------------------------------
Marcy C. Panzer                   Pamela M. Cyr
Chairman of the Board             President and Chief Executive Officer
                                  (Principal executive, financial and accounting
                                  officer)

/s/Andrew A. Hines                /s/Susanne Spinell Shuster
----------------------------      ----------------------------------------------
Andrew A. Hines                   Susanne Spinell Shuster
Director                          Director

/s/J.  William Parker, Jr.        /s/Samuel Barsky
----------------------------      ----------------------------------------------
J. William Parker, Jr.            Samuel Barsky
Director                          Director

                                  /s/Charles M. Cahn
----------------------------      ----------------------------------------------
David M. Rosenberg                Charles M. Cahn
Director                          Director

/s/William F. Saldutti, III       /s/Megan L. Mahoney
----------------------------      ----------------------------------------------
William F. Saldutti, III          Megan L. Mahoney
Director                          Director

<PAGE>

                                INDEX TO EXHIBITS



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


     4.1        SE Financial Corp. 2006 Stock Option Plan

     4.2        St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan

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

     4.4        Form of Restricted 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 S.R. Snodgrass, A.C.

     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_032107-0360.txt", "description": "FORM", "secsgml_size_bytes": 20701}]
{"company-data": {"conformed-name": "SE FINANCIAL CORP", "cik": "0001277138", "assigned-sic": "6035", "irs-number": "571199010", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141492", "film-number": "07711212"}, "business-address": {"street1": "1901-03 E PASSYUNK AVENUE", "city": "PHILADELPHIA", "state": "PA", "zip": "19148", "phone": "2154681700"}, "mail-address": {"street1": "1901-03 E PASSYUNK AVENUE", "city": "PHILADELPHIA", "state": "PA", "zip": "19148"}}
As filed with the Securities and Exchange Commission on March 22, 2007
                                                     Fegistration No. 333-______

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

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

                               SE Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Pennsylvania                                         57-1199010
--------------------------------                            ------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                          1901-03 East Passyunk Avenue
                        Philadelphia, Pennsylvania 19148
              ----------------------------------------------------
                    (Address of principal executive offices)

                    SE Financial Corp. 2006 Stock Option Plan
          St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan
          ------------------------------------------------------------
                            (Full Title of the Plans)

                                  Pamela M. Cyr
                                    President
                          1901-03 East Passyunk Avenue
                        Philadelphia, Pennsylvania 19148
                                 (215) 468-1700
                                 --------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (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        206,910 shares         $12.75             $2,638,103              $80.99

Common Stock
$0.10 par value per share        113,182 shares         $12.30             $1,392,139              $42.74
============================= ==================  ===================  ==================  ======================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the SE Financial Corp. 2006 Stock Option Plan consists of
         228,637 shares,  and under the St.  Edmond's  Federal Savings Bank 2006
         Restricted  Stock Plan (the "RSP")  consists of 91,455 shares are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 320,092 shares are being  registered
         hereby,  of which 206,190 shares are under option at a weighted average
         exercise price of $12.75 per share  ($2,638,103 in the aggregate).  The
         remainder of such shares 113,182 shares, consisting of 21,727 unawarded
         options under the Stock Option Plan and 91,455 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin  Board on March 19, 2007, of $12.30 per share  ($1,392,139  in
         the aggregate), for a total offering of $4,030,242.

         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 320,092
shares of SE Financial Corp. (the "Company" or "Registrant")  common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the SE  Financial  Corp.  2006 Stock  Option  Plan under  which
228,637  shares are issuable,  and the St.  Edmond's  Federal  Savings Bank 2006
Restricted  Stock Plan under which  91,455  shares are issuable  (together,  the
"Plans").  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  April  14,  2004  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-KSB for the Year Ended
                  October 31, 2006, as filed with the Commission;

         (b)      Form 8-K, dated March 14, 2007, as filed with the Commission;

         (c)      The Company's  Quarterly Report on Form 10-QSB for the Quarter
                  Ended January 31, 2007, as filed with the Commission; 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 April 14, 2004.

         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 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.

                                       2
Item 4.  Description of Securities.
------

         Not Applicable

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

         Not Applicable

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

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         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.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers  Liability  Policy  underwritten by Progressive  Casualty
Insurance  Company  with a $5.0  million  aggregate  limit of  liability  and an
aggregate  deductible  of  $75,000  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 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.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

                                        3
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.

         (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.

                                       4
(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 Philadelphia in the Commonwealth of Pennsylvania,  on
the 20th day of February, 2007.

                                   SE Financial Corp.

                                   By:     /s/Pamela M. Cyr
                                           -------------------------------------
                                           Pamela M. Cyr
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of SE Financial  Corp., do
hereby  severally  constitute  and appoint  Pamela M. Cyr 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 Pamela M. Cyr may deem
necessary  or  advisable  to  enable SE  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
Statement on Form S-8 relating to the registrant,  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 Pamela M. Cyr 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.

/s/Marcy C. Panzer                /s/Pamela M. Cyr
----------------------------      ----------------------------------------------
Marcy C. Panzer                   Pamela M. Cyr
Chairman of the Board             President and Chief Executive Officer
                                  (Principal executive, financial and accounting
                                  officer)

/s/Andrew A. Hines                /s/Susanne Spinell Shuster
----------------------------      ----------------------------------------------
Andrew A. Hines                   Susanne Spinell Shuster
Director                          Director

/s/J.  William Parker, Jr.        /s/Samuel Barsky
----------------------------      ----------------------------------------------
J. William Parker, Jr.            Samuel Barsky
Director                          Director

                                  /s/Charles M. Cahn
----------------------------      ----------------------------------------------
David M. Rosenberg                Charles M. Cahn
Director                          Director

/s/William F. Saldutti, III       /s/Megan L. Mahoney
----------------------------      ----------------------------------------------
William F. Saldutti, III          Megan L. Mahoney
Director                          Director
INDEX TO EXHIBITS

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

     4.1        SE Financial Corp. 2006 Stock Option Plan

     4.2        St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan

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

     4.4        Form of Restricted 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 S.R. Snodgrass, A.C.

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