FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KREMP CHARLES F 3RD 		2. Issuer Name and Ticker or Trading Symbol

WILLOW FINANCIAL BANCORP, INC. [ WFBC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O WILLOW FINANCIAL BANK, 170 SOUTH WARNER ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2008
(Street)

WAYNE, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/20/2008     M    7662   A $3.79   103749   D   (1)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $3.79   11/20/2008     M        7662      (2) 10/26/2009   Common Stock   7662   $0   0   D  
 
Stock Option (Right to Buy)   $7.94                     (3) 1/22/2012   Common Stock   3584     3584   D  
 
Stock Option (Right to Buy)   $12.18                     (4) 11/25/2012   Common Stock   33674     33674   D  
 

Explanation of Responses:
( 1)  Includes 667 shares granted pursuant to the 2005 Recognition and Retention Plan ("RRP") which reflect the unvested portion of a grant amount originally covering 1,935 shares that commenced vesting at a rate of 1/3 per year on January 6, 2007, and was adjusted for the February 2007 stock dividend and 1,355 shares granted pursuant to the RRP which reflect the unvested portion of a grant of 1,935 shares which are vesting at a rate of 1/3 per year commencing on January 5, 2008 and have been adjusted for the February 2007 stock dividend. Also includes 45,469 shares held jointly with the reporting person's spouse.
( 2)  This option is vesting in five equal annual installments beginning October 26, 2000.
( 3)  This option is vesting in five equal annual installments beginning January 22, 2003.
( 4)  This option is vesting in five equal annual installments beginning November 25, 2002.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KREMP CHARLES F 3RD
C/O WILLOW FINANCIAL BANK
170 SOUTH WARNER ROAD
WAYNE, PA 19087 		X



Signatures
/s/ Charles F. Kremp 3rd 11/26/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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