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)
                                 April 24, 2002





                            TF FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



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


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)



                            TF FINANCIAL CORPORATION


                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------


Item 5.  Other Events
- -------  ------------

         On April 24, 2002,  the Board of Directors  of the  Registrant  adopted
Amended and Restated  Bylaws of the  Registrant.  The Bylaws were amended to add
new  Sections  15,  16, 17 and 18 to  Article  III of the  Bylaws  which  impose
additional qualifications for Directors of the Registrant.  The full text of the
Amended  and  Restated   Bylaws  are  attached   hereto  as  Exhibit  3(ii)  and
incorporated herein in their entirety by this reference.



Item 7.  Financial Statements, Pro Forma Financial Information
- -------  -----------------------------------------------------
         and Exhibits
         ------------


Exhibit 3(ii) -- Amended and Restated Bylaws of the Registrant.
- -------------


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                                   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.


                                            TF FINANCIAL CORPORATION


Date: April 24, 2002                        By: /s/John R. Stranford
      --------------                            --------------------------------
                                                John R. Stranford
                                                President and Chief
                                                Executive Officer




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