SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
[LOGO]                            TF FINANCIAL
                                  ------------
                                  CORPORATION

VIA EDGAR
---------

September 22, 2005

Mr. John Cash
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

         Re:      TF Financial Corporation
                  SEC File No. 000-24168
                  Form 10-K for the year ended December 31, 2004
                  ----------------------------------------------

Dear Mr. Cash:

         This is in response to your comment  letter dated  September  12, 2005,
with  respect to the  above-referenced  issuer,  TF Financial  Corporation  (the
"Company").  The  following  information  is provided to you  supplementally  in
accordance with your comment letter.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2004

1.   Report of Independent Registered Public Accounting Firm
     -------------------------------------------------------

     The Company is not an accelerated filer and therefore,  was not (and is not
now) subject to Section 404 of the  Sarbanes-Oxley Act of 2002.  However,  Third
Federal Bank, a wholly-owned  subsidiary of the Company,  was required to obtain
an audit  opinion  on the  effectiveness  of  internal  control  over  financial
reporting  under 12CFR Part  363.3(b) as part of the Federal  Deposit  Insurance
Corporation  Improvement  Act of 1991  (FDICIA)  and is  required  to file same,
together  with an  attestation  of its  independent  auditors,  with the Federal
Deposit Insurance  Corporation ("FDIC") under Part 363 of the Regulations of the
FDIC.

     Our  auditors  performed  an audit of  internal  control  under the interim
standards adopted by the Public  Accounting  Oversight Board (AT 501) and issued
their opinion on the effectiveness of internal control over financial  reporting
for Third  Federal  Bank.  The audit of internal  control was not  performed  in
accordance with Auditing Standard No. 2.

     Because not all issuers are required to have an audit of internal  control,
we understand that many auditing firms,  including ours, included an explanatory
paragraph  to  communicate  whether an audit of internal  control was or was not
performed,  and if performed,  the relevant standards followed in performing the
audit.  This was the

<PAGE>

Mr. John Cash
Accounting Branch Chief
September 22, 2005
Page 2

objective of our auditors in the explanatory paragraph included in the Company's
audit  report.  Because the Company is currently not an  accelerated  filer (and
therefore not subject to Section 404) and the language included in the auditor's
report as it relates to the  Company's  wholly-owned  banking  subsidiary is not
misleading,  inaccurate or inconsistent,  we do not believe that an amendment to
the Form 10-K to remove the language from the auditor's report is warranted.

     We also wish to confirm  supplementally  that the Company has not  received
any questions from stockholders,  and has no reason to believe that there is any
confusion  among  potential  investors  and  our  stockholders,   regarding  the
inclusion of the explanatory paragraph in our auditor's report.

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2005

2.   Controls and Procedures
     -----------------------

     We wish to advise the staff  supplementally that the Supervisory  Agreement
("Agreement")  entered into with the Office of Thrift Supervision  ("OTS") dealt
exclusively  with  Information   Technology  ("IT")  issues.  After  a  detailed
evaluation of the IT issues  implicated  in the Agreement we concluded  that the
controls  identified  were  considered  primarily to be general IT controls that
pertain to the efficiency or  effectiveness of the operations of the Company and
not those  controls that are primarily  relevant to financial  reporting such as
application-level  controls.  For example,  the Agreement included findings on a
corporate-wide  Business Continuity Plan and controls over the telephone banking
Voice Response Unit. The Agreement also called for strengthening of the internal
audit process for the  follow-up of corrective  actions over IT and a long-range
Information  Technology  Strategic  Plan to augment the IT plan  outlined in the
overall business plan.  While the Company did consider whether  revisions to the
Disclosure  Controls and Procedures were appropriate  following the execution of
the Agreement,  as stated above, the general IT controls identified as issues in
the OTS  examination  did not pertain to financial  reporting.  Accordingly,  in
management's  judgment,  no revisions to the Disclosure  Controls and Procedures
were  required.  Moreover,  we note that that the Agreement was disclosed in the
Company's  first  Quarterly  Report on Form 10-Q filed with the SEC  immediately
after the  Company  entered  into the  Agreement.  We  believe  that the  prompt
disclosure of the Agreement confirms that the Company's  Disclosure Controls and
Procedures  are  effective  to ensure  that  information  required  to be timely
disclosed in our Exchange Act reports is  accumulated  and  communicated  to our
senior  management  and that such  procedures  are  effective and working in the
intended manner.

<PAGE>
Mr. John Cash
Accounting Branch Chief
September 22, 2005
Page 3

3.   Controls and Procedures
     -----------------------

         The  Company  stated in its Report on Form 10-Q for the  quarter  ended
June 30,  2005 that:  "Based on their  evaluation  of the  Company's  disclosure
controls  and  procedures  (as defined in Rule  13a-15(e)  under the  Securities
Exchange Act of 1934 (the "Exchange Act")),  the Company's  principal  executive
officer and principal financial officer have concluded that as of the end of the
period covered by this Quarterly  Report on Form 10-Q such  disclosure  controls
and procedures are effective to ensure that information required to be disclosed
by the Company in reports  that it files or submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms."

         The Company  hereby  confirms  that as of December 31, 2004,  March 31,
2005,  and June 30,  2005 its  disclosure  controls  and  procedures  were  also
effective  to ensure that  information  required to be  disclosed in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the President and Chief Executive  Officer and the Chief Financial Officer to
allow timely decisions  regarding required  disclosure.  The Company will revise
this  disclosure  in future  filings to state that its  disclosure  controls and
procedures are effective, or not effective,  without referencing the definitions
under Rules 13a-15(e) and 15d-15(e).

Acknowledgments

     The Company hereby acknowledges that:

o    It is  responsible  for the adequacy and accuracy of the  disclosure in its
     filings with the Commission;

o    It is aware that staff  comments  or changes to  disclosure  in response to
     staff comments do not foreclose the Commission  from taking any action with
     respect to the filing; and

o    It may not assert staff comments as a defense in any  proceeding  initiated
     by the  Commission or any person under the federal  securities  laws of the
     United States.

<PAGE>
Mr. John Cash
Accounting Branch Chief
September 22, 2005
Page 4

         We hope the foregoing is responsive to your comments.  Please feel free
to contact me if we can provide you with any additional information. Thank you.

                                           Sincerely,

                                           /s/Kent C. Lufkin

                                           Kent C. Lufkin
                                           President and Chief Executive Officer

cc:      Ms. Jennifer Thompson, SEC Staff Accountant
         John J. Spidi, Esq.
         Mr. Richard Huff, Grant Thornton LLP

</TEXT>
</DOCUMENT>