SEC FORM 4

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^*

WADDING BONITA LYNN

(Last)

(First)

(Middle)

3455 GRANDVIEW ROAD

(Street)

ELLWOOD CITY

16117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESB FINANCIAL CORP [ ESBF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP/Controller

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2008

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

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	05/19/2008		M		189	A	$9.47	1,265.7665	D
Common Stock	05/19/2008		G⁽²⁾		125	D	$0	1,140.7665	D
Common Stock	05/19/2008		G⁽²⁾		125	A	$0	272.6371	I	Custodian for daughter - Mikaela Danielle Wadding
Common Stock								12,960.264	I	ESOP
Common Stock								2,131.3126	I	401K
Common Stock								137.0456	I	Custodian for son - Thomas Joseph Wadding
Common Stock								132.3463	I	Custodian for son - Luke Michael Wadding

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)
Stock Option	$9.47	05/19/2008		M			189	06/16/1998	06/16/2008	Common Stock	0	$0	0	D
Stock Option	$7.37							06/15/1999	06/15/2009	Common Stock	189		189	D
Stock Option	$6.01							06/20/2000	06/20/2010	Common Stock	364		364	D
Stock Option	$7.83							11/20/2001	11/20/2010	Common Stock	792		792	D
Stock Option	$10.83							11/19/2002	11/19/2012	Common Stock	1,800		1,800	D
Stock Option	$15.35							11/18/2003	11/18/2013	Common Stock	1,650		1,650	D
Stock Option	$14.5							11/16/2004	11/16/2004	Common Stock	1,650		1,650	D
Stock Option	$12.2							04/19/2005	04/19/2015	Common Stock	1,650		1,650	D
Stock Option	$10.75							11/21/2006	11/21/2016	Common Stock	1,650		1,650	D
Stock Option	$10.11							11/20/2007⁽¹⁾	11/20/2017	Common Stock	1,650		1,650	D

Explanation of Responses:

1. 20% of such grant will vest immediately and 20% will vest each year over the next 4 years.

2. This transaction involves a transfer of a gift of securities by the reporting person to her daughter under Uniform Gifts of Minor Act.

Remarks:

	/s/ Bonita Lynn Wadding	05/19/2008
	** 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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