Mail Stop 4561
September 12, 2005
By U.S. Mail and facsimile to (973) 669-2919
Ms. Claire M. Chadwick
Executive Vice President and Chief Financial Officer
Pennfed Financial Services, Inc.
622 Eagle Rock Avenue
West Orange, NJ 07052-2989
Re: Pennfed Financial Services, Inc.
Item 4.02 Form 8-K
Filed September 7, 2005
File No. 000-24040
Dear Ms. Chadwick:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
* * * * * * *
1.
We note that you engaged new independent accountants on August 24,
2004 and filed your Form 10-Q for the quarter ended September 30,
2004 on November 9, 2004. Please revise your Item 4.02 Form 8-K
to
disclose:
a. the date on which your new independent accountants informed you
about the Statement of Cash Flow classification errors you
describe
in the second paragraph of this Form 8-K;
b. how you determined that you were not required to file a Form 8-
K
Item 4.02 within four business days of being informed about the
Statement of Cash Flow classification error, considering the
guidance
in General Instruction B to Form 8-K; and
c. the sequence of events that led to the Audit Committee of the
Board of Directors` conclusion, on September 1, 2005, regarding
the
non-reliance on previously issued financial statements, beginning
from the date you were informed about the Statement of Cash Flow
classification error.
2. Please tell us if your certifying officers have considered the
effect of the errors on the adequacy of your previous disclosures
regarding internal controls and the effectiveness of disclosure
controls and procedures as of the end of the period covered by
your
2004 Form 10-K and Forms 10-Q for the periods ended September 30,
2004, December 31, 2004 and March 31, 2005. Additionally, tell us
what effect the error had on your current evaluation of disclosure
controls and procedures as of the end of your fiscal year ended
June
30, 2005.
* * * * * * *
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* 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
* the company 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions, please call Lisa Haynes at (202)
551-
3424.
Sincerely,
Amit Pande
Assistant Chief Accountant
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Claire M. Chadwick
Pennfed Financial Services, Inc.
September 12, 2005
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