UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 35137T 108

13G/A

1

Names of Reporting Persons:
Fox Chase Bank Employee Stock Ownership Plan Trust

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Commonwealth of Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
616,557

6

Shared Voting Power
288,388

7

Sole Dispositive Power
904,945

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
904,945

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
7.3% (1)

12

Type of Reporting Person
EP

Item 1

(a).

Name of Issuer:
Fox Chase Bancorp, Inc.

(b).

Address of Issuer’s Principal Executive Offices.
4390 Davisville Road

Hatboro, Pennsylvania 19040

Item 2

(a).

Name of Person Filing:
Fox Chase Bank Employee Stock Ownership Plan Trust (“ESOP”)

Trustee: Pentegra Trust Company

              c/o Pentegra Services, Inc.

              3 Enterprise Drive

              Shelton, Connecticut 06484

(b).

Address of Principal Business Office:
4390 Davisville Road

Hatboro, Pennsylvania 19040

(c).

Citizenship:
See page 2, Item 4

(d).

Title of Class of Securities:
Common Stock, par value $0.01 per share

(e).

CUSIP Number:
35137T 108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(f)

x

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

Item 4.

Ownership.

(a).

Amount beneficially owned:   

See page 2, Item 9

(b).

Percent of class:   

See page 2, Item 11

(c).

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

See page 2, Item 5

(ii)

Shared power to vote or to direct the vote:    

See page 2, Item 6

(iii)

Sole power to dispose or to direct the disposition of:   

See page 2, Item 7

(iv)

Shared power to dispose or to direct the disposition of:   

See page 2, Item 8

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

February 12, 2013

Date

/s/ William J. Pieper

Signature

William J. Pieper, Senior Vice President

Pentegra Trust Company, as Trustee

Name/Title