SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COUGHEY DONNA M

(Last)

(First)

(Middle)

100 E. LANCASTER AVE.

(Street)

DOWNINGTOWN

19335

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLOW GROVE BANCORP INC/NEW [ WGBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/13/2005

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/12/2005		P		12,700	A	$16.1	29,017⁽¹⁾	D
Common Stock								1,800⁽¹⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Right to Buy)	$9.25							⁽²⁾	06/19/2012	Common Stock	2,574		2,574	D
Stock Option (Right to Buy)	$12.84							⁽²⁾	06/30/2013	Common Stock	17,490		17,490	D

Explanation of Responses:

1. Pursuant to the merger agreement between Willow Grove Bancorp, Inc. (the "Issuer") and Chester Valley Bancorp Inc. ("CVAL") each share of CVAL's common stock was converted into the right to receive either $27.90 in cash or 1.4823 shares of the Issuer's common stock, subject to the allocation, election and proration provisions of the merger agreement. The 16,317 shares included herein as directly held and 1,800 shares held by the reporting person's spouse are subject to change upon completion of the allocation, election, and proration procedures required in the merger agreement.

2. The option, which originally represented an option to acquire shares of CVAL common stock, became fully exercisable as a result of the merger and converted into an option to acquire shares of the Issuer's common stock on August 31, 2005.

	Donna M. Coughey	09/13/2005
	** Signature of Reporting Person	Date
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