As filed with the Securities and Exchange Commission on May 14, 1997.
                                                    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
                                 (215) 579-4000
                    (Address of principal executive offices)

                            TF Financial Corporation
                             1997 Stock Option Plan

                            ------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of                                   Proposed Max-        Proposed Max-        Amount of
Securities to         Amount to            imum Offering        imum Aggregate       Registration
be Registered         be Registered        Price Per Unit       Offering Price (2)   Fee (2)(3)

Common Stock

<S>                       <C>              <C>                  <C>                  <C>      
$.10 par value            240,000(1)       $(2)                 $4,019,250           $1,217.84
==========================================================================================================
</TABLE>

(1)     The maximum  number of shares of common stock  issuable upon exercise of
        options granted or to be granted under the TF Financial Corporation 1997
        Stock Option 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,  stock dividends or similar  transactions  are being  registered
        hereunder for which no additional fee is required.
(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. A total of 240,000 shares are being registered hereby,
        of which 161,000  shares are under option at an exercise price of $16.50
        per share  ($2,656,500 in the aggregate).  The remainder of such shares,
        which are not presently  subject to options (79,000  shares),  are being
        registered  based upon the last  reported sale price of the common stock
        of TF Financial Corporation as reported on the Nasdaq National Market on
        May 10, 1997, of $17.25 per share  ($1,362,750  in the  aggregate) for a
        total offering of $4,019,250.
(3)     Under Rule 462 of the 1933 Act, the Registration Statement on  Form S-8
        shall be effective upon filing with the Commission.



<PAGE>




** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                        240,000 Shares

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

                                   TF FINANCIAL CORPORATION
                                         COMMON STOCK
                                  (Par Value $.10 Per Share)

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

                                   TF FINANCIAL CORPORATION
                                    1997 STOCK OPTION PLAN

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

        This  Prospectus  relates to 240,000  shares of common stock,  par value
$.10  per  share  (the  "Common  Stock"),  of  TF  Financial   Corporation  (the
"Company"), a Delaware corporation which is the savings and loan holding company
of Third  Federal  Savings Bank (the "Savings  Bank"),  which may be issued from
time to time by the  Company to  holders of Options  granted or to be granted by
the  Company  to  officers,  employees  and  directors  of the  Company  and any
subsidiary of the Company  pursuant to the TF Financial  Corporation  1997 Stock
Option Plan (the "Plan").  Holders of options granted or to be granted under the
Plan (the  "Options")  are  referred to herein as  "Optionees."  Each offer made
under the Plan pursuant to this Prospectus is made at the price and on the terms
and conditions contained in the stock option agreements entered into between the
Company and each Optionee.

        This  Prospectus  is for use as of the  date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

        The issued and outstanding  Common Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq National
Market under the symbol "THRD".  Shares of Common Stock which may be issued upon
exercise of Options granted or to be granted under the Plan, will also be traded
in  over-the-counter  market.  On May 14, 1997, the last reported sales price of
the Common Stock in the National Market System was $17.25 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                   The date of this Prospectus is May 14, 1997


<PAGE>



        No person has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.


<PAGE>



                                TABLE OF CONTENTS

                            TF Financial Corporation
                             1997 Stock Option Plan

                                                                     Page
                                                                     ----

General Plan Information..........................................   1

Administration....................................................   2

Purpose...........................................................   2

Securities to be Offered..........................................   2

Eligibility to Participate in Plan................................   2

  Term of the Plan................................................   3
  Stock Option Agreements.........................................   3
  Option Price....................................................   3
  Limitations on Grant of Options.................................   4
  Option Period...................................................   4
  Non-transferability.............................................   4
  Conditions of Exercise..........................................   4
  Payment for Options.............................................   5
  Cashless Exercise...............................................   5
  Issuance of Common Stock........................................   5
  Options Granted to Directors...................................    5
  Dividend Equivalent Rights......................................   6

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions.................................   6

Amendment and Termination of the Plan.............................   7

Restrictions on Resale............................................   7

Federal Income Tax Consequences...................................   8

Annual Report to Shareholders.....................................   9

Additional Information............................................   9

Legal Opinion.....................................................   9

Appendix A........................................................ A-1
  Administration.................................................. A-1
  Number of Shares Subject to Plan................................ A-1
  Participation in the Plan....................................... A-1
  Outstanding Awards.............................................. A-1


<PAGE>



                            TF Financial Corporation
                             1997 Stock Option Plan

General Plan Information
------------------------

        This Prospectus relates to 240,000 shares of the Common Stock, par value
$.10 per share,  of TF  Financial  Corporation  (the  "Company"),  which will be
offered upon  exercise of options  granted or to be granted  under the Company's
1997 Stock Option Plan (the "Plan"). Holders of options granted or to be granted
under the Plan (the "Options") are referred to herein as "Optionees." Each offer
made under the Plan pursuant to this  Prospectus is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

        The Company was formed  under the laws of the State of Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation of Third Federal Savings Bank (the "Savings Bank") on July 13, 1994,
(the "Effective  Date") at which time the Company  acquired all of the shares of
capital stock of the Savings Bank. The Board of Directors of the Company adopted
the Plan at its meeting on January 21,  1997.  The Plan is to continue in effect
for a period of ten years from the  Effective  Date (i.e.,  January  21,  2007),
unless earlier terminated or extended by the Company.

        Pursuant to the Plan,  240,000  shares of Common Stock were reserved for
issuance by the Company upon  exercise of Stock Options  ("Options")  awarded to
officers,  employees and directors of the Company and the Bank.  Options granted
under the Plan may be Incentive  Stock Options within the meaning of Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code") or options not so
qualifying ("Non-Incentive Stock Option").

        Subject  to  certain  limitations,  no gain or  loss is  recognized  for
federal income tax purposes by the recipient of Options (the  "Optionee")  under
the Plan upon the exercise of an Incentive Stock Option, and no tax deduction is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

        The Plan is not  qualified  under  Section  401(a) of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

        The  statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plan  document
as filed as Exhibit 4.1 to the  Registration  Statement of which this Prospectus
is a part.

        Additional  updating and other  information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options by means of one or more  supplements  or appendices to this  Prospectus.
Additional  information  about the Plan  (including  a copy of the  Plan),  plan
administration,  and the  Company may be  obtained  at the  Company's  principal
offices,  which are located at 3 Penns Trail,  Newtown,  Pennsylvania 18940. The
Company's telephone number is (215) 579-4000.

                                        1


<PAGE>



Administration
--------------

        The  Plan is  administered  by a  committee  of the  Company's  Board of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than two non-employee  directors of the Company.  The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "Non-employee Directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

        Subject to the express provisions of the Plan and resolutions adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

        Additional  information about the Plan and the Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

        The  purpose of the Plan is to promote the  interests  of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and employees of the
Company and to provide  additional  incentive to such officers,  directors,  and
employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

        The  aggregate  number of shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plan is 240,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
award under the Plan which expire or are  terminated  unexercised  will again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

        Options  to  purchase  Common  Stock  under the Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                        2


<PAGE>



directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

        For a  description  of the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

        Term of the Plan.  The Plan was effective  January 21, 1997,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the foregoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

        Stock  Option  Agreements.  The  Options  granted  under  the  Plan  are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements of the Plan as the Committee shall determine. The Option Agreements
shall  constitute  the only form of reports  which  Participants  shall  receive
related  to the status of Options  granted  or which are  exercisable  under the
Plan.

        The  Plan  provides  that the  Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

        Option Price.  The exercise  price for the purchase of shares subject to
an Incentive  Stock Option at the date of grant may not be less than 100 percent
(100%) of the Fair Market  Value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
Fair Market Value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the Committee,  but in no event less than the Fair Market Value of
the Common Stock on the date of grant. See "Options Granted to Directors" below.
The  exercise  price of  Options  must be paid for in full in cash or  shares of
Common Stock, or a combination of both.

        If the Common Stock is listed on a national  securities  exchange at the
time of granting an Option awarded pursuant to the Plan, then the exercise price
per share shall be not less than the  average of the highest and lowest  selling
price on such  exchange on the date such Option is granted;  or if there were no
sales on said date,  then the price shall be not less than the mean  between the
bid and ask price on such date. If the Common Stock is traded  otherwise than on
a national securities exchange at the time of the

                                        3


<PAGE>



granting of an Option,  then the exercise price per share shall be not less than
the mean  between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date,  then on the next prior business day
on  which  there  was a bid  and ask  price.  If no such  bid and ask  price  is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

        Limitations on Grant of Options.  Except as may be specifically provided
by the terms of the Plan, the granting of Options is made at the sole discretion
of the Committee.  Further,  the aggregate Fair Market Value of the Common Stock
for which an employee may be granted  Options which become first  exercisable in
any  calendar  year  may not  exceed  $100,000.  Notwithstanding  the  foregoing
limitation,  the  Committee  may grant  Options  in  excess of this  limitation,
provided  said  Options  are clearly and  specifically  designated  as not being
Incentive Stock Options, as defined in Section 422 of the Code.

        Option Period. The term of exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

        In the event  that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's  termination  of  employment  or service,  permanent and
total  disability  or death  shall be such terms as the  Committee,  in its sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

        Under the Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

        Non-transferability.  No Option  granted under the Plan is  transferable
other than by will or the laws of descent and distribution.

        Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20%  annually  thereafter,  provided  such  individual  remains an employee,
director or director emeritus; however, the exercisability

                                        4


<PAGE>



of such Options shall be  accelerated in the event of the death or permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. Such Options will remain  exercisable for up to ten years from the date of
grant.

        Payment  for  Options.  Under the Plan,  full  payment for each share of
Common Stock purchased upon the exercise of any Option shall be made at the time
of exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

        Cashless  Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  Optioned  Stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

        Issuance of Common Stock.  Shares  issued to Optionees  upon exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

        Inability of the Company to obtain  approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

        Options  Granted to Directors.  Non-Incentive  Stock Options to purchase
12,000  shares of Common  Stock will be granted to each  Director of the Company
who is not an Employee as of the Effective  Date, at an exercise  price equal to
the Fair Market Value of the Common  Stock on such date of grant.  Non-Incentive
Stock  Options to purchase  8,000 shares of Common Stock will be granted to each
Director of the Savings  Bank who is not  otherwise a Director of the Company or
an Employee as of the  Effective  Date,  at an exercise  price equal to the Fair
Market Value of the Common Stock on such

                                        5


<PAGE>



date of grant.  The Options will be first  exercisable at the rate of 20% on the
one year  anniversary of the Effective Date and 20% annually  thereafter  during
such periods of service as a Director or Director Emeritus of the Company or the
Savings Bank.  Such Options shall continue to be exercisable for a period of ten
years  following the date of grant without  regard to the continued  services of
such Director as a Director or Director Emeritus. Notwithstanding the foregoing,
upon the death or Disability of the Director or Director Emeritus,  such Options
shall be deemed  immediately 100% exercisable and shall remain exercisable for a
period of three years from such date of death or Disability. In the event of the
Optionee's death,  such Options may be exercised by the personal  representative
of his estate or person or persons to whom his rights  under such  Option  shall
have passed by will or by the laws of descent and  distribution.  Options may be
granted to newly  appointed or elected  non-employee  Directors  within the sole
discretion  of the  Committee.  The  exercise  price per  Share of such  Options
granted  shall be equal to the Fair Market Value of the Common Stock at the time
such Options are granted.  All Options  awarded as of the  Effective  Date shall
have Dividend  Equivalent Rights  associated with such Options.  All outstanding
Awards shall become immediately  exercisable in the event of a Change in Control
of  the  Savings  Bank  or  the  Company.  Unless  otherwise  inapplicable,   or
inconsistent with the provisions of this paragraph, the Options to be granted to
Directors hereunder shall be subject to all other provisions of this Plan.

        Dividend Equivalent Rights. The Committee,  in its sole discretion,  may
include as a term of any Option,  the right of the Optionee to receive  Dividend
Equivalent Rights. Such rights shall provide that upon the payment of a dividend
on the  Common  Stock,  the  holder of such  Options  shall  receive  payment of
compensation in an amount  equivalent to the dividend payable as if such Options
had been  exercised  and such Common Stock held as of the dividend  record date.
Such rights  shall  expire upon the  expiration  or exercise of such  underlying
Options. Such rights are non-transferable and shall attach to Options whether or
not such Options are immediately  exercisable.  The dividend equivalent payments
associated  with  Options  shall be paid to the  Option  holder at the  dividend
payment  date of the Common  Stock.  All  Options  granted by the  Committee  to
Employees  as of the  Effective  Date  shall  have  Dividend  Equivalent  Rights
associated with such Options.  All Options granted to non-employee  Directors of
the Company or the Savings  Bank as of the  Effective  Date shall have  Dividend
Equivalent Rights associated with such Options.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions
--------------------------------------------------------------------------------

        Subject  to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options  may be granted  under the Plan,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

        In the  event  of  any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration to be given or received by the Company upon the

                                        6


<PAGE>



exercise of any outstanding  Options;  (ii) cancel any or all previously granted
Options,  providing that  appropriate  consideration  is paid to the Optionee in
connection  therewith;  and/or (iii) make such other  adjustments  in connection
with  the  Plan as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable,  appropriate,  or advisable.  However,  no action may be taken by the
Committee which would cause Incentive Stock Options granted pursuant to the Plan
to fail to meet the requirements of Section 422 of the Code.

        The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the Plan as: (i) the sale of all,  or a material  portion,  of the assets of the
Company;  (ii) the merger or recapitalization of the Company whereby the Company
is not the  surviving  entity;  (iii) a change  of  control  of the  Company  as
otherwise  defined  by  the  Office  of  Thrift   Supervision   ("OTS")  or  its
regulations; and (iv) the acquisition, directly or indirectly, of the beneficial
ownership  (within  the  meaning of Section  13(d) of the 1934 Act and rules and
regulations  promulgated  thereunder) of 25% or more of the  outstanding  voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the purchase of shares by underwriters
in connection  with a public offering of Common Stock, or the purchase of shares
of up to 25% of any  class  of  securities  of the  Company  by a  tax-qualified
employee stock benefit plan. The  determination of the Committee as to whether a
change in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
-------------------------------------

        The Board of Directors  may alter,  suspend,  or  discontinue  the Plan,
except that no action of the Board may  increase  the  maximum  number of shares
permitted  to be  optioned  under the Plan,  materially  increase  the  benefits
accruing to Participants  under the Plan or materially  modify the  requirements
for  eligibility for  participation  in the Plan unless such action of the Board
shall be subject to approval or ratification by the shareholders of the Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale
----------------------

        Unless  specifically  included  as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options. The Plan permits the Committee to provide as a condition to
the  exercise of an Option that the shares  acquired  upon the  exercise of such
Options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  Options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

        Under the 1933 Act,  affiliates  of the  Company  generally  may  resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

                                        7


<PAGE>



        As defined in Rule 405 under the 1933 Act, an  affiliate  of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

        In  addition,  the receipt of an Option to purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

        Under  present  federal  tax laws,  awards  under the Plan will have the
following consequences:

          1.   The  grant  of an  Option  will  not  by  itself  result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

          2.   The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years  after  the  grant  of  the  Option,  whichever  is  later.
               Generally,  if the  shares  are not  held for  that  period,  the
               Optionee will recognize  ordinary  income upon  disposition in an
               amount equal to the difference between the exercise price and the
               fair market value on the date of exercise, or, if less, the sales
               proceeds of the shares acquired  pursuant to the exercise of such
               Option.

          3.   The exercise of a  Non-Incentive  Stock Option will result in the
               recognition  of  ordinary  income by the  Optionee on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price  and  the  fair  market  value,  on the  date  of
               exercise, of the shares acquired pursuant to the exercise of such
               Option.

          4.   Receipt of income as a result of Dividend  Equivalent Rights held
               by an Optionee will be taxable as ordinary income when received.

                                        8


<PAGE>



        5.The Company will be allowed a tax  deduction  for federal tax purposes
          equal to the amount of ordinary  income  recognized  by an Optionee at
          the time the Optionee  recognizes such ordinary income under either an
          Incentive Stock Option or a Non- Incentive Stock Option .

        The  foregoing  provides  a general  summary of the  federal  income tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

        The Company's  financial  statements  for the period ended  December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business  on such  record  date.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
above under "Additional Information."

Additional Information
----------------------

        Additional updating information with respect to the Common Stock and the
Plan covered herein may be provided in the future to participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to participants as to their participation in the Plan will be
determined by the Committee.

        The Company upon written or oral request, will provide without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such  documents  are deemed  incorporated  by reference in this 1933 Act Section
10(a)  Prospectus.  Further,  other  documents  required to be delivered to Plan
participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  TF Financial Corporation,  3 Penns Trail,
Newtown,   Pennsylvania  18940.  The  Registrant's  telephone  number  is  (215)
579-4000.

Legal Opinion
-------------

        The validity of the Common Stock  offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        9


<PAGE>



                                   APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                            TF FINANCIAL CORPORATION
                             1997 STOCK OPTION PLAN
                              (As of May 14, 1997)

Administration
--------------

        The Board has appointed  Directors Dusek,  Olsen, and Gola as members of
the  Committee  responsible  for  administration  of the 1997 Stock  Option Plan
("Plan").

Number of Shares Subject to Plan
--------------------------------

        On January 21, 1997, Options covering 161,000 shares of the Common Stock
were  outstanding,  which were granted at an exercise price of $16.50 per share.
As of the date of this Appendix,  240,000 shares of Common Stock remain issuable
under the Plan,  which  provides  for the  issuance  of  Options  for a total of
240,000 shares of Common Stock.

Participation in the Plan
-------------------------

        As  of  April  30  ,  1997,  the  Company  and  its   subsidiaries   had
approximately 157 employees who, in the opinion of the Company's management, are
eligible to participate in the Plan. Of such persons, as of April 30, 1997, five
executive officers of the Company and the Bank and seven non-employee members of
the Board of the Company  and the Bank held  Options to  purchase  Common  Stock
under the Plan.

Outstanding Awards
------------------

        The following table presents information with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
<TABLE>
<CAPTION>
                               Number of Shares Presently     Number of Persons      Exercise Price
          Grant Date               Subject to Options           Holding Awards          Per Share
-------------------------      --------------------------     -----------------      --------------

<S>                                      <C>                          <C>              <C>   
January 21, 1997                         161,000                      12               $16.50
                                                            
Total Awards Outstanding                 161,000                      12               $16.50
                                                      
</TABLE>


                                       A-1


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


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

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

               The   following   documents   filed  with  the   Commission   are
incorporated  by  reference in the  Registration  Statement  and the  Prospectus
constituting Part I of such Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-76960) filed
with the Commission on March 28, 1994 and amendments thereto;

     (2) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal ended December 31, 1996, as filed with the Commission;

     (3) The Company's  Definitive  Proxy  Statement  related to the 1997 Annual
Meeting of Stockholders as filed with the Commission on;

     (4) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on March 16, 1994;

     (5)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy  statements,  annual reports or appendices to this
Prospectus.

        All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the  Securities  Exchange  Act of 1934 after the date hereof and prior to the
termination  of the offering of the shares of Common Stock shall be deemed to be
incorporated by reference in this Registration Statement herein and to be a part
hereof from the date of filing of such documents.

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

        Not applicable  because  the  Company's Common Stock is registered under
Section 12 of the 1934 Act.

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

        Not applicable.

                                      II-1


<PAGE>



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.

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

        Not applicable since no restricted securities within the meaning of Rule
144 of the Securities  Act of 1933 will be reoffered or resold  pursuant to this
Registration Statement.

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 Securities Act of 1933;

                                      II-2


<PAGE>



               (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 no 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

               (4) If the  registrant  is a foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

        (b) 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 section 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.

        (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  Securities  Exchange Act of
1934;  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
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 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,

                                      II-3


<PAGE>



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.

                                      II-4


<PAGE>




                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, TF Financial
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing a Registration  Statement 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  and  the
Commonwealth of Pennsylvania, on the 14th day of May 1997.

                                      TF Financial Corporation

                                      By:  /s/John R. Stranford
                                           ------------------------------------
                                           John R. Stranford
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

<PAGE>



                                POWER OF ATTORNEY

        We, the undersigned directors and officers of TF Financial  Corporation,
do hereby severally constitute and appoint John R. Stranford 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 John R.  Stranford 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 us or 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 John R.
Stranford 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 and on the date indicated.
<TABLE>
<CAPTION>
<S>                                     <C>                      <C>                                          <C>
/s/John R. Stranford                            May 14, 1997     /s/Robert N. Dusek                               May 14, 1997
--------------------------------        ---------------------    -------------------------------------        ----------------
John R. Stranford                               Date             Robert N. Dusek                                       Date
President and Chief Executive Officer                            Chairman of the Board
(Principal Executive Officer)                                    and Director

/s/Carl F. Gregory                              May 14, 1997     /s/George A. Olsen                               May 14, 1997
--------------------------------        ---------------------    --------------------------------------       ---------------
Carl F. Gregory                                 Date             George A. Olsen                                       Date
Director                                                         Director

/s/Thomas J. Gola                               May 14, 1997     /s/William C. Niemczura                          May 14, 1997
--------------------------------        ---------------------    ------------------------------------          ----------------
Thomas J. Gola                                  Date             William C. Niemczura                                  Date
Director                                                         Senior Vice President
                                                                 (Principal Financial and Accounting Officer)

</TABLE>

<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>                   <C>                                                       <C>
Exhibit Description                                                             Page

         4.1          TF Financial Corporation                                    __
                      1997 Stock Option Plan

         4.2          Form of Stock Option Agreement to be entered into           __
                      with Optionees with respect to Stock Options

         5.1          Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the   __
                      validity of the Common Stock being registered

         23.1         Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears    __
                      in their opinion filed as Exhibit 5.1)

         23.2         Consent of Independent Accountants

         24           Reference is made to the Signatures section of this         __
                      Registration Statement for the Power of Attorney
                      contained therein
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 63448}]
{"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": "333-27085", "film-number": "97604797"}, "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 14, 1997.
                                                    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
                                 (215) 579-4000
                    (Address of principal executive offices)

                            TF Financial Corporation
                             1997 Stock Option Plan

                            ------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of                                   Proposed Max-        Proposed Max-        Amount of
Securities to         Amount to            imum Offering        imum Aggregate       Registration
be Registered         be Registered        Price Per Unit       Offering Price (2)   Fee (2)(3)

Common Stock
$.10 par value            240,000(1)       $(2)                 $4,019,250           $1,217.84
==========================================================================================================
(1)     The maximum  number of shares of common stock  issuable upon exercise of
        options granted or to be granted under the TF Financial Corporation 1997
        Stock Option 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,  stock dividends or similar  transactions  are being  registered
        hereunder for which no additional fee is required.
(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. A total of 240,000 shares are being registered hereby,
        of which 161,000  shares are under option at an exercise price of $16.50
        per share  ($2,656,500 in the aggregate).  The remainder of such shares,
        which are not presently  subject to options (79,000  shares),  are being
        registered  based upon the last  reported sale price of the common stock
        of TF Financial Corporation as reported on the Nasdaq National Market on
        May 10, 1997, of $17.25 per share  ($1,362,750  in the  aggregate) for a
        total offering of $4,019,250.
(3)     Under Rule 462 of the 1933 Act, the Registration Statement on  Form S-8
        shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                        240,000 Shares

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

                                   TF FINANCIAL CORPORATION
                                         COMMON STOCK
                                  (Par Value $.10 Per Share)

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

                                   TF FINANCIAL CORPORATION
                                    1997 STOCK OPTION PLAN

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

        This  Prospectus  relates to 240,000  shares of common stock,  par value
$.10  per  share  (the  "Common  Stock"),  of  TF  Financial   Corporation  (the
"Company"), a Delaware corporation which is the savings and loan holding company
of Third  Federal  Savings Bank (the "Savings  Bank"),  which may be issued from
time to time by the  Company to  holders of Options  granted or to be granted by
the  Company  to  officers,  employees  and  directors  of the  Company  and any
subsidiary of the Company  pursuant to the TF Financial  Corporation  1997 Stock
Option Plan (the "Plan").  Holders of options granted or to be granted under the
Plan (the  "Options")  are  referred to herein as  "Optionees."  Each offer made
under the Plan pursuant to this Prospectus is made at the price and on the terms
and conditions contained in the stock option agreements entered into between the
Company and each Optionee.

        This  Prospectus  is for use as of the  date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

        The issued and outstanding  Common Stock of the Company is traded in the
over-the-counter  market,  and  transactions are reported on the Nasdaq National
Market under the symbol "THRD".  Shares of Common Stock which may be issued upon
exercise of Options granted or to be granted under the Plan, will also be traded
in  over-the-counter  market.  On May 14, 1997, the last reported sales price of
the Common Stock in the National Market System was $17.25 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                   The date of this Prospectus is May 14, 1997
No person has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                            TF Financial Corporation
                             1997 Stock Option Plan

                                                                     Page
                                                                     ----

General Plan Information..........................................   1

Administration....................................................   2

Purpose...........................................................   2

Securities to be Offered..........................................   2

Eligibility to Participate in Plan................................   2

  Term of the Plan................................................   3
  Stock Option Agreements.........................................   3
  Option Price....................................................   3
  Limitations on Grant of Options.................................   4
  Option Period...................................................   4
  Non-transferability.............................................   4
  Conditions of Exercise..........................................   4
  Payment for Options.............................................   5
  Cashless Exercise...............................................   5
  Issuance of Common Stock........................................   5
  Options Granted to Directors...................................    5
  Dividend Equivalent Rights......................................   6

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions.................................   6

Amendment and Termination of the Plan.............................   7

Restrictions on Resale............................................   7

Federal Income Tax Consequences...................................   8

Annual Report to Shareholders.....................................   9

Additional Information............................................   9

Legal Opinion.....................................................   9

Appendix A........................................................ A-1
  Administration.................................................. A-1
  Number of Shares Subject to Plan................................ A-1
  Participation in the Plan....................................... A-1
  Outstanding Awards.............................................. A-1
TF Financial Corporation
                             1997 Stock Option Plan

General Plan Information
------------------------

        This Prospectus relates to 240,000 shares of the Common Stock, par value
$.10 per share,  of TF  Financial  Corporation  (the  "Company"),  which will be
offered upon  exercise of options  granted or to be granted  under the Company's
1997 Stock Option Plan (the "Plan"). Holders of options granted or to be granted
under the Plan (the "Options") are referred to herein as "Optionees." Each offer
made under the Plan pursuant to this  Prospectus is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

        The Company was formed  under the laws of the State of Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation of Third Federal Savings Bank (the "Savings Bank") on July 13, 1994,
(the "Effective  Date") at which time the Company  acquired all of the shares of
capital stock of the Savings Bank. The Board of Directors of the Company adopted
the Plan at its meeting on January 21,  1997.  The Plan is to continue in effect
for a period of ten years from the  Effective  Date (i.e.,  January  21,  2007),
unless earlier terminated or extended by the Company.

        Pursuant to the Plan,  240,000  shares of Common Stock were reserved for
issuance by the Company upon  exercise of Stock Options  ("Options")  awarded to
officers,  employees and directors of the Company and the Bank.  Options granted
under the Plan may be Incentive  Stock Options within the meaning of Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code") or options not so
qualifying ("Non-Incentive Stock Option").

        Subject  to  certain  limitations,  no gain or  loss is  recognized  for
federal income tax purposes by the recipient of Options (the  "Optionee")  under
the Plan upon the exercise of an Incentive Stock Option, and no tax deduction is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

        The Plan is not  qualified  under  Section  401(a) of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

        The  statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plan  document
as filed as Exhibit 4.1 to the  Registration  Statement of which this Prospectus
is a part.

        Additional  updating and other  information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options by means of one or more  supplements  or appendices to this  Prospectus.
Additional  information  about the Plan  (including  a copy of the  Plan),  plan
administration,  and the  Company may be  obtained  at the  Company's  principal
offices,  which are located at 3 Penns Trail,  Newtown,  Pennsylvania 18940. The
Company's telephone number is (215) 579-4000.

                                        1
Administration
--------------

        The  Plan is  administered  by a  committee  of the  Company's  Board of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than two non-employee  directors of the Company.  The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "Non-employee Directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

        Subject to the express provisions of the Plan and resolutions adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

        Additional  information about the Plan and the Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

        The  purpose of the Plan is to promote the  interests  of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and employees of the
Company and to provide  additional  incentive to such officers,  directors,  and
employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

        The  aggregate  number of shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plan is 240,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
award under the Plan which expire or are  terminated  unexercised  will again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

        Options  to  purchase  Common  Stock  under the Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                        2
directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

        For a  description  of the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

        Term of the Plan.  The Plan was effective  January 21, 1997,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the foregoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

        Stock  Option  Agreements.  The  Options  granted  under  the  Plan  are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements of the Plan as the Committee shall determine. The Option Agreements
shall  constitute  the only form of reports  which  Participants  shall  receive
related  to the status of Options  granted  or which are  exercisable  under the
Plan.

        The  Plan  provides  that the  Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

        Option Price.  The exercise  price for the purchase of shares subject to
an Incentive  Stock Option at the date of grant may not be less than 100 percent
(100%) of the Fair Market  Value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
Fair Market Value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the Committee,  but in no event less than the Fair Market Value of
the Common Stock on the date of grant. See "Options Granted to Directors" below.
The  exercise  price of  Options  must be paid for in full in cash or  shares of
Common Stock, or a combination of both.

        If the Common Stock is listed on a national  securities  exchange at the
time of granting an Option awarded pursuant to the Plan, then the exercise price
per share shall be not less than the  average of the highest and lowest  selling
price on such  exchange on the date such Option is granted;  or if there were no
sales on said date,  then the price shall be not less than the mean  between the
bid and ask price on such date. If the Common Stock is traded  otherwise than on
a national securities exchange at the time of the

                                        3
granting of an Option,  then the exercise price per share shall be not less than
the mean  between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date,  then on the next prior business day
on  which  there  was a bid  and ask  price.  If no such  bid and ask  price  is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

        Limitations on Grant of Options.  Except as may be specifically provided
by the terms of the Plan, the granting of Options is made at the sole discretion
of the Committee.  Further,  the aggregate Fair Market Value of the Common Stock
for which an employee may be granted  Options which become first  exercisable in
any  calendar  year  may not  exceed  $100,000.  Notwithstanding  the  foregoing
limitation,  the  Committee  may grant  Options  in  excess of this  limitation,
provided  said  Options  are clearly and  specifically  designated  as not being
Incentive Stock Options, as defined in Section 422 of the Code.

        Option Period. The term of exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

        In the event  that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's  termination  of  employment  or service,  permanent and
total  disability  or death  shall be such terms as the  Committee,  in its sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

        Under the Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

        Non-transferability.  No Option  granted under the Plan is  transferable
other than by will or the laws of descent and distribution.

        Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20%  annually  thereafter,  provided  such  individual  remains an employee,
director or director emeritus; however, the exercisability

                                        4
of such Options shall be  accelerated in the event of the death or permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. Such Options will remain  exercisable for up to ten years from the date of
grant.

        Payment  for  Options.  Under the Plan,  full  payment for each share of
Common Stock purchased upon the exercise of any Option shall be made at the time
of exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

        Cashless  Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  Optioned  Stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

        Issuance of Common Stock.  Shares  issued to Optionees  upon exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

        Inability of the Company to obtain  approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

        Options  Granted to Directors.  Non-Incentive  Stock Options to purchase
12,000  shares of Common  Stock will be granted to each  Director of the Company
who is not an Employee as of the Effective  Date, at an exercise  price equal to
the Fair Market Value of the Common  Stock on such date of grant.  Non-Incentive
Stock  Options to purchase  8,000 shares of Common Stock will be granted to each
Director of the Savings  Bank who is not  otherwise a Director of the Company or
an Employee as of the  Effective  Date,  at an exercise  price equal to the Fair
Market Value of the Common Stock on such

                                        5
date of grant.  The Options will be first  exercisable at the rate of 20% on the
one year  anniversary of the Effective Date and 20% annually  thereafter  during
such periods of service as a Director or Director Emeritus of the Company or the
Savings Bank.  Such Options shall continue to be exercisable for a period of ten
years  following the date of grant without  regard to the continued  services of
such Director as a Director or Director Emeritus. Notwithstanding the foregoing,
upon the death or Disability of the Director or Director Emeritus,  such Options
shall be deemed  immediately 100% exercisable and shall remain exercisable for a
period of three years from such date of death or Disability. In the event of the
Optionee's death,  such Options may be exercised by the personal  representative
of his estate or person or persons to whom his rights  under such  Option  shall
have passed by will or by the laws of descent and  distribution.  Options may be
granted to newly  appointed or elected  non-employee  Directors  within the sole
discretion  of the  Committee.  The  exercise  price per  Share of such  Options
granted  shall be equal to the Fair Market Value of the Common Stock at the time
such Options are granted.  All Options  awarded as of the  Effective  Date shall
have Dividend  Equivalent Rights  associated with such Options.  All outstanding
Awards shall become immediately  exercisable in the event of a Change in Control
of  the  Savings  Bank  or  the  Company.  Unless  otherwise  inapplicable,   or
inconsistent with the provisions of this paragraph, the Options to be granted to
Directors hereunder shall be subject to all other provisions of this Plan.

        Dividend Equivalent Rights. The Committee,  in its sole discretion,  may
include as a term of any Option,  the right of the Optionee to receive  Dividend
Equivalent Rights. Such rights shall provide that upon the payment of a dividend
on the  Common  Stock,  the  holder of such  Options  shall  receive  payment of
compensation in an amount  equivalent to the dividend payable as if such Options
had been  exercised  and such Common Stock held as of the dividend  record date.
Such rights  shall  expire upon the  expiration  or exercise of such  underlying
Options. Such rights are non-transferable and shall attach to Options whether or
not such Options are immediately  exercisable.  The dividend equivalent payments
associated  with  Options  shall be paid to the  Option  holder at the  dividend
payment  date of the Common  Stock.  All  Options  granted by the  Committee  to
Employees  as of the  Effective  Date  shall  have  Dividend  Equivalent  Rights
associated with such Options.  All Options granted to non-employee  Directors of
the Company or the Savings  Bank as of the  Effective  Date shall have  Dividend
Equivalent Rights associated with such Options.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions
--------------------------------------------------------------------------------

        Subject  to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options  may be granted  under the Plan,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

        In the  event  of  any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration to be given or received by the Company upon the

                                        6
exercise of any outstanding  Options;  (ii) cancel any or all previously granted
Options,  providing that  appropriate  consideration  is paid to the Optionee in
connection  therewith;  and/or (iii) make such other  adjustments  in connection
with  the  Plan as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable,  appropriate,  or advisable.  However,  no action may be taken by the
Committee which would cause Incentive Stock Options granted pursuant to the Plan
to fail to meet the requirements of Section 422 of the Code.

        The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the Plan as: (i) the sale of all,  or a material  portion,  of the assets of the
Company;  (ii) the merger or recapitalization of the Company whereby the Company
is not the  surviving  entity;  (iii) a change  of  control  of the  Company  as
otherwise  defined  by  the  Office  of  Thrift   Supervision   ("OTS")  or  its
regulations; and (iv) the acquisition, directly or indirectly, of the beneficial
ownership  (within  the  meaning of Section  13(d) of the 1934 Act and rules and
regulations  promulgated  thereunder) of 25% or more of the  outstanding  voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the purchase of shares by underwriters
in connection  with a public offering of Common Stock, or the purchase of shares
of up to 25% of any  class  of  securities  of the  Company  by a  tax-qualified
employee stock benefit plan. The  determination of the Committee as to whether a
change in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
-------------------------------------

        The Board of Directors  may alter,  suspend,  or  discontinue  the Plan,
except that no action of the Board may  increase  the  maximum  number of shares
permitted  to be  optioned  under the Plan,  materially  increase  the  benefits
accruing to Participants  under the Plan or materially  modify the  requirements
for  eligibility for  participation  in the Plan unless such action of the Board
shall be subject to approval or ratification by the shareholders of the Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale
----------------------

        Unless  specifically  included  as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options. The Plan permits the Committee to provide as a condition to
the  exercise of an Option that the shares  acquired  upon the  exercise of such
Options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  Options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

        Under the 1933 Act,  affiliates  of the  Company  generally  may  resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

                                        7
As defined in Rule 405 under the 1933 Act, an  affiliate  of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

        In  addition,  the receipt of an Option to purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

        Under  present  federal  tax laws,  awards  under the Plan will have the
following consequences:

          1.   The  grant  of an  Option  will  not  by  itself  result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

          2.   The exercise of an Option which is an  "Incentive  Stock  Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years  after  the  grant  of  the  Option,  whichever  is  later.
               Generally,  if the  shares  are not  held for  that  period,  the
               Optionee will recognize  ordinary  income upon  disposition in an
               amount equal to the difference between the exercise price and the
               fair market value on the date of exercise, or, if less, the sales
               proceeds of the shares acquired  pursuant to the exercise of such
               Option.

          3.   The exercise of a  Non-Incentive  Stock Option will result in the
               recognition  of  ordinary  income by the  Optionee on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price  and  the  fair  market  value,  on the  date  of
               exercise, of the shares acquired pursuant to the exercise of such
               Option.

          4.   Receipt of income as a result of Dividend  Equivalent Rights held
               by an Optionee will be taxable as ordinary income when received.

                                        8
5.The Company will be allowed a tax  deduction  for federal tax purposes
          equal to the amount of ordinary  income  recognized  by an Optionee at
          the time the Optionee  recognizes such ordinary income under either an
          Incentive Stock Option or a Non- Incentive Stock Option .

        The  foregoing  provides  a general  summary of the  federal  income tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

        The Company's  financial  statements  for the period ended  December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business  on such  record  date.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
above under "Additional Information."

Additional Information
----------------------

        Additional updating information with respect to the Common Stock and the
Plan covered herein may be provided in the future to participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to participants as to their participation in the Plan will be
determined by the Committee.

        The Company upon written or oral request, will provide without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such  documents  are deemed  incorporated  by reference in this 1933 Act Section
10(a)  Prospectus.  Further,  other  documents  required to be delivered to Plan
participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  TF Financial Corporation,  3 Penns Trail,
Newtown,   Pennsylvania  18940.  The  Registrant's  telephone  number  is  (215)
579-4000.

Legal Opinion
-------------

        The validity of the Common Stock  offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        9
APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                            TF FINANCIAL CORPORATION
                             1997 STOCK OPTION PLAN
                              (As of May 14, 1997)

Administration
--------------

        The Board has appointed  Directors Dusek,  Olsen, and Gola as members of
the  Committee  responsible  for  administration  of the 1997 Stock  Option Plan
("Plan").

Number of Shares Subject to Plan
--------------------------------

        On January 21, 1997, Options covering 161,000 shares of the Common Stock
were  outstanding,  which were granted at an exercise price of $16.50 per share.
As of the date of this Appendix,  240,000 shares of Common Stock remain issuable
under the Plan,  which  provides  for the  issuance  of  Options  for a total of
240,000 shares of Common Stock.

Participation in the Plan
-------------------------

        As  of  April  30  ,  1997,  the  Company  and  its   subsidiaries   had
approximately 157 employees who, in the opinion of the Company's management, are
eligible to participate in the Plan. Of such persons, as of April 30, 1997, five
executive officers of the Company and the Bank and seven non-employee members of
the Board of the Company  and the Bank held  Options to  purchase  Common  Stock
under the Plan.

Outstanding Awards
------------------

        The following table presents information with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
Number of Shares Presently     Number of Persons      Exercise Price
          Grant Date               Subject to Options           Holding Awards          Per Share
-------------------------      --------------------------     -----------------      --------------
January 21, 1997                         161,000                      12               $16.50
                                                            
Total Awards Outstanding                 161,000                      12               $16.50
A-1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

               The   following   documents   filed  with  the   Commission   are
incorporated  by  reference in the  Registration  Statement  and the  Prospectus
constituting Part I of such Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-76960) filed
with the Commission on March 28, 1994 and amendments thereto;

     (2) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal ended December 31, 1996, as filed with the Commission;

     (3) The Company's  Definitive  Proxy  Statement  related to the 1997 Annual
Meeting of Stockholders as filed with the Commission on;

     (4) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on March 16, 1994;

     (5)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy  statements,  annual reports or appendices to this
Prospectus.

        All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the  Securities  Exchange  Act of 1934 after the date hereof and prior to the
termination  of the offering of the shares of Common Stock shall be deemed to be
incorporated by reference in this Registration Statement herein and to be a part
hereof from the date of filing of such documents.

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

        Not applicable  because  the  Company's Common Stock is registered under
Section 12 of the 1934 Act.

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

        Not applicable.

                                      II-1
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.

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

        Not applicable since no restricted securities within the meaning of Rule
144 of the Securities  Act of 1933 will be reoffered or resold  pursuant to this
Registration Statement.

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 Securities Act of 1933;

                                      II-2
(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 no 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

               (4) If the  registrant  is a foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

        (b) 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 section 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.

        (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  Securities  Exchange Act of
1934;  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
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 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,

                                      II-3
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.

                                      II-4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, TF Financial
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing a Registration  Statement 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  and  the
Commonwealth of Pennsylvania, on the 14th day of May 1997.

                                      TF Financial Corporation

                                      By:  /s/John R. Stranford
                                           ------------------------------------
                                           John R. Stranford
                                           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 John R. Stranford 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 John R.  Stranford 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 us or 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 John R.
Stranford 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 and on the date indicated.
/s/John R. Stranford                            May 14, 1997     /s/Robert N. Dusek                               May 14, 1997
--------------------------------        ---------------------    -------------------------------------        ----------------
John R. Stranford                               Date             Robert N. Dusek                                       Date
President and Chief Executive Officer                            Chairman of the Board
(Principal Executive Officer)                                    and Director

/s/Carl F. Gregory                              May 14, 1997     /s/George A. Olsen                               May 14, 1997
--------------------------------        ---------------------    --------------------------------------       ---------------
Carl F. Gregory                                 Date             George A. Olsen                                       Date
Director                                                         Director

/s/Thomas J. Gola                               May 14, 1997     /s/William C. Niemczura                          May 14, 1997
--------------------------------        ---------------------    ------------------------------------          ----------------
Thomas J. Gola                                  Date             William C. Niemczura                                  Date
Director                                                         Senior Vice President
                                                                 (Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
Exhibit Description                                                             Page

         4.1          TF Financial Corporation                                    __
                      1997 Stock Option Plan

         4.2          Form of Stock Option Agreement to be entered into           __
                      with Optionees with respect to Stock Options

         5.1          Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the   __
                      validity of the Common Stock being registered

         23.1         Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears    __
                      in their opinion filed as Exhibit 5.1)

         23.2         Consent of Independent Accountants

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