8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2009

TF Financial Corporation
(Exact name of registrant as specified in its charter)

Delaware	0-24168	74-2705050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Penns Trail Newtown, Pennsylvania	18940
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (215) 579-4000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TF FINANCIAL CORPORATION

INFORMATION TO BE INCLUDED IN REPORT

Section 8 - Other Events

Item 8.01. Other Events.

On February 3, 2009, the Registrant issued a press release to announce that it had declined to participate in the U.S. Treasury Department's Troubled Asset Relief Capital Purchase Program (TARP). The Registrant was recently notified that it had been preliminarily approved for TARP. After careful consideration, however, the Board of Directors and senior management of the Registrant decided that the Registrant would not participate in the TARP. The Registrant filed an application with the Office of Thrift Supervision to participate voluntarily in the TARP on November 14, 2008.

For further information, please see the copy of the press release furnished herewith as Exhibit 99 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits:

         Exhibit 99--Press Release dated February 3, 2009

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TF Financial Corporation
Date: February 3, 2009	By:	/s/   KENT C. LUFKIN Kent C. Lufkin President and Chief Executive Officer (Duly Authorized Representative)

EX-99.1

EXHIBIT 99

TF Financial Corporation Declines to Participate in TARP

NEWTOWN, Pa., Feb. 3, 2009 (GLOBE NEWSWIRE) -- Kent Lufkin, President and CEO of TF Financial Corporation (Nasdaq:THRD), holding company for Third Federal Bank, today announced that the Company has declined to participate in the U. S. Treasury Department's Troubled Asset Relief Capital Purchase Program (TARP). The Company was recently notified that it has been preliminarily approved for TARP. After careful consideration, the Company decided not to participate in the program.

"We appreciate the federal government's recognition of our financial strength in approving the Company's participation in the TARP Capital Purchase Program," stated Lufkin. "However, we are already a strong bank, are well capitalized and therefore have the means and ability to continue our highly successful lending programs." The Bank's tangible equity to total assets remains solid at 8.34% and with total risk-based capital at 15.11%, the Bank is well positioned to continue lending to its customers in Bucks and Philadelphia Counties in Pennsylvania and Mercer County in New Jersey.

At year end 2008, Third Federal Bank had over $549 million in loans and during the year had total revenue of over $42 million. At fiscal year end, with fourteen locations in Pennsylvania and New Jersey, the Bank had over $489 million in deposits.

The Bank's asset quality remains high with net charge-offs of only $487,000 or 0.09% of average loans for fiscal year 2008. The Company has also continued its dividend program, paying $0.80 in fiscal 2008 and $0.20 in the quarter ended December 31, 2008 on each share of its common stock.

"After careful evaluation and analysis, the board of directors and executive management decided that declining to participate in TARP is in the best interest of TF Financial Corporation stockholders," said Lufkin. Among other reasons, participation in the TARP would cost the Company a dividend rate of $629,000 per year on the approved amount of $12,587,000 senior preferred shares for the first five years.

TF Financial Corporation is the parent company of Third Federal Bank, which operates fourteen offices in Pennsylvania and New Jersey. Third Federal Bank is a publically owned bank in Pennsylvania with over $735 million in assets. Deposits at Third Federal Bank are insured up to the legal maximum amount by the Federal Deposit Insurance Corporation (FDIC). TF Financial Corporation's common stock is traded under the symbol "THRD" on the NASDAQ.

TF Financial Corporation is a holding company whose principal subsidiary is Third Federal Bank, which operates 14 full service retail and commercial banking offices in Philadelphia and Bucks County, Pennsylvania and in Mercer County, New Jersey. In addition, the Bank's website can be found at www.thirdfedbank.com. Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by TF Financial Corporation with the Securities and Exchange Commission from time to time. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

CONTACT:  TF Financial Corporation
          Kent C. Lufkin, President/CEO
          (215) 579-4000