- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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.
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