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

~~SECURITIES~~Date ~~AND~~of ~~EXCHANGE~~Report ~~COMMISSION~~(Date of earliest event reported) May 14, 2008

Washington, D.C. 20549


Willow Financial Bancorp, Inc.
(Exact name of registrant as specified in its charter)



Pennsylvania	000-49706		80-0034942
(State or other jurisdiction	(Commission File Number)		(IRS Employer
of incorporation)			Identification No.)


170 South Warner Road, Wayne, Pennsylvania				19087
(Address of principal executive offices)		(Zip Code)

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) April 4, 2008

Willow Financial Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-49706	80-0034942
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

170 South Warner Road, Wayne, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(610) 995-1700

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



Not Applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2 below):

[ ]	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))

~~Check~~Item ~~the~~3.01 ~~appropriate~~Notice ~~box below~~of ifDelisting ~~the~~or ~~Form 8-K~~Failure ~~filing is intended~~ to ~~simultaneously~~Satisfy ~~satisfy~~a ~~the filing~~Continued ~~obligation~~Listing ofRule ~~the~~or ~~registrant~~Standard; ~~under~~Transfer ~~any~~ of ~~the following provisions (see General Instruction A~~Listing.~~2 below):~~

~~o Written~~On May ~~communications~~14, ~~pursuant~~2008, toWillow ~~Rule 425~~Financial ~~under~~Bancorp, Inc. (the ~~Securities~~"Company") ~~Act~~received an additional Nasdaq Staff Determination notice from The Nasdaq Stock Market LLC stating that the Company is not in compliance with the Nasdaq requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(17c)(14). The ~~CFR~~basis ~~230~~for the May 14 notice is the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2008.~~425~~ As previously announced, the Nasdaq Listing Qualifications Panel (the “Panel”), granted the Company’s prior request to extend the period for filing its quarterly reports on Form 10-Q for the quarters ended September 30, 2007 and December 31, 2007 until May 14, 2008 and May 22, 2008, respectively. The Company filed its quarterly report for the September 30, 2007 period on May 5, 2008 and expects to file its report for the December 31, 2007 period on or before May 22, 2008. Thereafter, the Company expects to file its quarterly report for the March 31, 2008 period. As indicated in the Company’s press released dated May 20, 2008 announcing the additional Nasdaq Staff Determination notice, the Company will request a further extension from the Panel to complete and file its Form 10-Q for the period ended March 31, 2008. Pending a decision by the Panel, the Company’s shares will continue to be listed on the Nasdaq Global Select Market.

~~o Soliciting~~A copy of ~~material~~the ~~pursuant~~May to20, ~~Rule 14a-12~~2008, press ~~under~~release ~~the~~is ~~Exchange~~attached ~~Act~~hereto ~~(17~~as ~~CFR~~Exhibit 99.1 and is incorporated herein by ~~240~~reference thereto.~~14a-12)~~

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Item 9.01	Financial Statements and Exhibits

(a)	Not applicable.

(b)	Not applicable.

(c)	Not applicable.

(d)	Exhibits

~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~2

~~Item~~The following ~~4.02~~exhibits ~~Non-Reliance~~are onincluded ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~herewith.

(a) On April 4, 2008, management and the Audit Committee of the Company’s Board of Directors determined, due to an unreconciled difference in its financial statements, to restate its financial statements and, as a result, the Company’s previously issued financial statements for each of the fiscal years ended June 30, 2007 and 2006 and for each of the quarters in such fiscal years as well as the audit reports on such financial statements previously issued by the Company’s independent registered public accounting firm and the related reports on internal controls by such independent registered public accounting firm should no longer be relied upon. The Company’s restated financial statements will be included in an amendment to its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, which amendment is expected to be filed shortly. The restatement is the result of the Company’s previously announced out-of-balance condition which existed in its financial statements at September 30, 2007. Although management has not yet finalized the adjustments necessary to remediate the out-of-balance condition, it has determined that a restatement will be made.

	Exhibit Number		Description
	99.1		Press Release dated May 20, 2008

The Company issued a press release on April 7, 2008, announcing the restatement. A copy of the Company’s April 7, 2008 press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.3

In addition, management and the Audit Committee have determined that certain adjustments are required to be made to the Company’s interim financial statements and data which were previously reported in its press release dated November 8, 2007. As a result, the interim financial statements and data included in the Company’s November 8, 2007 press release should no longer be relied upon.SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Management and the Audit Committee have discussed with KPMG LLP, the Company’s independent registered public accounting firm, the matters disclosed in this Form 8-K pursuant to this Item 4.02(a).

	WILLOW FINANCIAL BANCORP, INC.



Date: May 20, 2008	By:	/s/Donna M. Coughey
		Donna M. Coughey
		President and Chief Executive Officer

~~Item 8.01 Other Events~~4

OnINDEX ~~April 8,~~TO 2008, the Company issued a press release announcing that the Nasdaq Listing Qualifications Panel granted the Company’s request for an extension of the deadlines set forth in prior notices with respect to the filing of the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30, 2007 and December 31, 2007. The Company’s request was granted subject to the condition that it file its September 30, 2007 Form 10-Q on or before May 14, 2008, and that it file its December 31, 2007 Form 10-Q on or before May 22, 2008. The Company expects to file the subject Form 10-Qs prior to these new deadlines.EXHIBITS

A copy of the April 8, 2008 press release is attached hereto to as Exhibit 99.2 and it incorporated herein by reference.

	Exhibit Number		Description
	99.1		Press Release dated May 20, 2008

~~Item 9.01 Financial Statements and Exhibits~~5

(a) Not applicable.

(b) Not applicable.

(d) Exhibits

The following exhibits are included herewith.

Exhibit Number		Description
99.1		Press release dated April 7, 2008
99.2		Press release dated April 8, 2008

SIGNATURES

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

		WILLOW FINANCIAL BANCORP, INC.
Date: April 9, 2008	By:	/s/ Donna M. Coughey
		Donna M. Coughey
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Press release dated April 7, 2008
99.2		Press release dated April 8, 2008

Filing Compare · WILLOW FINANCIAL BANCORP, INC.