SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
       (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 5)*

                            TF Financial Corporation
             -------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
             -------------------------------------------------------
                         (Title of Class of Securities)


                                   872391 10 7
             -------------------------------------------------------
                                 (CUSIP Number)


                                December 18, 2005
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this schedule
is filed:

[X]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

] ]  Rule 13d-1(d)
                   
* The  remainder of the cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

         The information  required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

                         (Continued on following pages)

                                Page 1 of 4 pages



CUSIP No. 872391 10 7             Schedule 13G                 Page 2 of 4 Pages
          ------------            ------------

1.  Name of Reporting Person
    S.S. or I.R.S. Identification Number of above person:

                       Third Federal Savings Bank
                       Employee Stock Ownership Plan

2.  Check the appropriate box if a member of a group*

                  (a) [X]        (b) [ ]

3.  SEC Use Only

4.  Citizenship or Place of Organization:  Pennsylvania
                                           ------------
Number of Shares Beneficially Owned by Each Reporting Person with:

5.  Sole Voting Power:                                  0
                                                  -------

6.  Shared Voting Power:                          348,624
                                                  -------

7.  Sole Dispositive Power:                             0
                                                  -------

8.  Shared Dispositive Power:                     348,624
                                                  -------

9.  Aggregate Amount Beneficially Owned by Each Reporting Person: 348,624
                                                                  -------

10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares* [ ]

11. Percent of Class Represented by Amount in Row 9:                12.0%
                                                                    -----

12. Type of Reporting Person*: EP


                                * SEE INSTRUCTION



                                                               Page 3 of 4 Pages

Item 1(a)  Name of Issuer:  TF Financial Corporation
           ---------------  ------------------------

Item 1(b)  Address of Issuer's Principal Executive Offices:
           -----------------------------------------------

                3 Penns Trail
                Newtown, Pennsylvania 18940

Item 2(a)  Name of Person Filing:
           ---------------------

                Third Federal Savings Bank
                Employee Stock Ownership Plan

Item 2(b)  Address of Principal Business Office:  Same as Item 1(b)
           ------------------------------------   -----------------

Item 2(c)  Citizenship:  Pennsylvania
           -----------   ------------

Item 2(d)  Title of Class of Securities:  Common Stock
           ----------------------------   ------------

Item 2(e)  CUSIP Number:    872391 10 7
           -------------    -----------

Item 3     Check whether the person filing is a:
           ------------------------------------

Item 3(f)  X  Employee Benefit Plan, in accordance with Rule 13d-1(b)(1)(ii)(F).
          ---
      
Item 3(j)  X  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
          ---              

Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.

Item 4(a)  Amount Beneficially Owned:         348,624  
           -------------------------  -----------------

Item 4(b)  Percent of Class:   12.0%
           ----------------    -----

Item 4(c)  Number of shares as to which such person has:

           (i)   sole power to vote or to direct  the vote              -0-
                                                                    -------
           (ii)  shared power to vote or to direct the vote         348,624
                                                                    -------
           (iii) sole power to dispose or to direct the 
                 disposition of                                         -0-
                                                                    -------
           (iv)  shared power to dispose or to direct the
                 disposition of                                     348,624
                                                                    -------

Item 5     Ownership of Five Percent or Less of Class:
           ------------------------------------------

                                 Not applicable


                                                               Page 4 of 4 Pages


Item 6     Ownership of More than Five Percent on Behalf of Another Person:
           ---------------------------------------------------------------

                            Not applicable

Item 7     Identification  and  Classification  of the Subsidiary Which 
           -------------------------------------------------------------
           Acquired the Security Being Reported on by the Parent Holding
           -------------------------------------------------------------
           Company.
           --------

                            Not applicable

Item 8     Identification and Classification of Members of the Group.
           ---------------------------------------------------------

           This  Schedule  13G is being  filed on behalf  of  the  Employee
           Stock  Ownership Plan ("ESOP")  identified  in Item 2(a) by  the
           Plan Committee and the ESOP Trustee both filing under  the  Item
           3(f) and 3(j) classifications. Exhibit A contains  a  disclosure
           of the voting and dispositive powers over shares  of  the issuer
           held directly by these entities exclusive of  those  shares held
           by the  ESOP as well  as  identification  of  members  of  these
           groups.

Item 9     Notice of Dissolution of Group.
           ------------------------------

                            Not applicable

Item 10    Certification.
           -------------

           By signing  below, I certify that, to the best of  my  knowledge
           and belief, the securities  referred to above were  acquired  in
           the ordinary  course of business and were not acquired  for  the
           purpose  of   and   do  not  have  the  effect  of  changing  or
           influencing  the control  of  the issuer of such  securities and
           were not acquired in connection  with or  as  a  participant  in
           any transaction having such purpose or effect.



SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
a member of the Plan Committee, I certify that the information set forth in this
statement is true, complete and correct.




/s/Kent C. Lufkin                                    January 24, 2006      
---------------------------------------------        ---------------------------
Kent C. Lufkin, as Plan Committee member             Date




/s/Dennis R. Stewart                                 January 24, 2006           
---------------------------------------------        ---------------------------
Dennis R. Stewart, as Plan Committee member          Date




/s/Richard E. Eble                                   January 24, 2006           
---------------------------------------------        ---------------------------
Richard E. Eble, as Plan Committee member            Date



/s/Barbara J. Jacobson                               January 24, 2006           
---------------------------------------------        ---------------------------
Barbara J. Jacobson, as Plan Committee member        Date





SIGNATURE:



         After reasonable inquiry and to the best of my knowledge and belief, as
a member of the ESOP Trustee,  I certify that the  information set forth in this
statement is true, complete and correct.


/s/Robert N. Dusek                                   January 25, 2006           
---------------------------------------------        ---------------------------
Robert N. Dusek, as Trustee                          Date





/s/George A. Olsen                                   January 25, 2006           
---------------------------------------------        ---------------------------
George A. Olsen, as Trustee                          Date



Exhibit A
---------

                       Identification of Members of Group
                       ----------------------------------

         Shares of common  stock of the issuer are held in trust for the benefit
of participating  employees by the ESOP Trustee.  The ESOP Trustee shares voting
and  dispositive  power with the Plan  Committee.  By the terms of the ESOP, the
ESOP  Trustee  votes  stock  allocated  to  participant  accounts as directed by
participants.  Stock held by the ESOP Trust,  but not yet  allocated is voted by
the ESOP  Trustee as directed by the Plan  Committee.  Investment  direction  is
exercised  by the ESOP  Trustee  as  directed  by the Plan  Committee.  The Plan
Committee and the ESOP Trustee share voting and  dispositive  power with respect
to  the  unallocated  stock  held  by  the  ESOP  pursuant  to  their  fiduciary
responsibilities  under Section 404 of the Employee  Retirement  Income Security
Act of 1974, as amended.

         Members of the Plan Committee and their beneficial  ownership of shares
         -----------------------------
of common stock of the issuer  exclusive of membership on the Plan Committee and
of shares beneficially owned as a Participant in the ESOP are as follows:


                                   Beneficial            Beneficial Ownership
    Name                           Ownership (1)         as Plan Participant
    ----                           -------------         -------------------

Kent C. Lufkin                      19,015                    2,178
Richard E. Eble                      4,665                    5,339
Dennis R. Stewart                   19,900                    2,877
Barbara J. Jacobson                  1,110                    5,270


         The ESOP  Trustee and their  beneficial  ownership  of shares of common
         ----------------- 
stock of the issuer  exclusive  of  responsibilities  as a ESOP  Trustee  are as
follows:


                                   Beneficial            Beneficial Ownership
    Name                           Ownership (1)         as Plan Participant
    ----                           -------------         -------------------

Robert N. Dusek                     96,688                        0
George A. Olsen                     63,987                        0


                   
(1)  Beneficial  ownership  as of January 24,  2006.  Includes  shares of common
     stock  of  issuer  owned  in  conjunction  with  family  members.  The Plan
     Committee  and  ESOP  Trustees  disclaim   ownership  of  these  shares  in
     conjunction  with the exercise of their fiduciary  duties as members of the
     Plan Committee and as ESOP Trustees.  Excludes shares beneficially owned as
     a Plan Participant.