Exhibit 99.7
                                 CERTIFICATE OF
                      WILLOW GROVE MUTUAL HOLDING COMPANY
                           WILLOW GROVE BANCORP, INC.
                               WILLOW GROVE BANK

                                November 3, 1998

         Willow Grove Bank, a Federally chartered mutual savings bank (the
"Bank"), intends to reorganize into a Federal mutual holding company form,
whereby the Bank will convert to a Federally chartered stock savings bank and
become a wholly owned subsidiary of the Willow Grove Bancorp, Inc. (the
"Company") and the Company will become a majority-owned subsidiary of Willow
Grove Mutual Holding Company (the "MHC"), a federally chartered mutual holding
company (the "Reorganization") pursuant to the Bank's Plan of Reorganization
From Mutual Savings Bank to Mutual Holding Company dated July 28, 1998 (the
"Plan of Reorganization") and the related offering of the Company's common stock
(the "Offering") pursuant to the Bank's Plan of Stock Issuance (the "Plan of
Stock Issuance").

         In summary and pursuant to the Plan of Reorganization and the Plan of
stock Issuance, the Bank will organize an interim stock savings bank ("Interim
One") as a wholly owned subsidiary. Interim One will organize a Federal mid-tier
holding company as its wholly owned subsidiary which will become the Company and
a Federal stock savings bank ("Interim Two"). Bank will convert its charter to a
Federal stock savings bank (the "Bank Conversion"). Interim One will cancel its
outstanding stock and convert its charter to a Federal mutual holding company
charter and become the MHC. Owners of the converted Bank will exchange their
ownership interests in the Bank for ownership interests in the MHC (the "351
Transaction). MHC will contribute its ownership interest in the Bank to the
Company. The Company will commence the Offering.

          In connection with the Reorganization and the Offering, the Bank, by
its undersigned officer, duly authorized, hereby certifies and make the
representations stated below to be relied upon by Elias, Matz, Tiernan & Herrick
L.L.P. in issuing its opinion dated November 3, 1998 to the Bank. All
capitalized terms used and not defined herein shall have the respective meanings
ascribed to them in the Plan.

         (a) There is no plan or intention by the management of Bank, and to the
best of the knowledge of the management of the Bank, there is no plan or
intention on the part of the owners of the Bank to sell, exchange, or otherwise
dispose of their ownership interests in the Bank in any way other than as
contemplated by the Plan of Reorganization.

         (b) Following the Bank Conversion and the Reorganization, the Bank will
continue to engage in its business in substantially the same manner as engaged
in prior to the Reorganization, and has no plan or intention to sell or
otherwise dispose of any of its assets, except in the ordinary course of
business. Additionally, the Bank's appropriate Federal regulator will continue
to be the Office of Thrift Supervision.



Willow Grove Bank
November 3, 1998
Page 2


         (c) Neither the MHC, the Company, nor the Bank are under any
jurisdiction of a court in any Title 11 or similar case.

         (d) Compensation to be paid to account holders/employees will be
commensurate with amounts paid to third parties bargaining at arm's length for
similar services.

         (e) The aggregate fair market value of account balances held by the
Eligible Account Holders and the Supplemental Account Holders (as those terms
are defined in the Plan of Stock Issuance) as of the close of business on the
their respective record dates will equal or exceed 99% of the aggregate fair
market value of all savings accounts in the Bank as of the close of business on
such dates.

         (f) No shares of the Company's common stock or mutual interests in the
MHC will be issued to or purchased by Bank account holders/employees at a
discount or as compensation.

         (g) No cash or property will be given to Eligible Account Holders or
Supplemental Account Holders in lieu of (a) non-transferable subscription rights
and/or (b) mutual interest rights in the MHC.

         (h) On the date of the Reorganization (a) the fair market value of the
assets of the Bank will exceed the sum of its liabilities, plus the amount of
liabilities, if any, to which the assets are subject and (b) the fair-market
value of the assets of the MHC will exceed the sum of its liabilities plus the
amount of liabilities, if any, to which the assets are subject and (c) the
fair-market value of the assets of the Company will exceed the sum of its
liabilities plus the amount of liabilities, if any, to which the assets are
subject.

         (i) The MHC, the Company, the Bank and the account holders of the Bank
will all pay their respective expenses, if any, associated with the
Reorganization and the Offering.

         (j) No Eligible Account Holders, Supplemental Account Holders or Other
Members will be excluded from participating in the ownership of the MHC.

         (k) The Company as of the date hereof has no plan or intention to
re-acquire any of its stock issued in the transaction.

         (l) Other than as contemplated by the Plan of Reorganization and the
Plan of Stock Issuance, the Company has no plan or intention to liquidate the
Bank; to merge the Bank with and into another corporation; to sell or otherwise
dispose of the stock of the Bank except for transfers of stock to corporations
controlled by the MHC; or to cause the Bank to sell or otherwise dispose of any
of its assets, except for dispositions made in the ordinary course of business
or transfers of assets to a corporation controlled by the Bank.




Willow Grove Bank
November 3, 1998
Page 3



         (m) There is no intercorporate indebtedness existing between the MHC,
the Company and the Bank or between Interim Two and the Bank that was issued,
acquired, or will be settled at a discount.

         (n) Immediately following the Reorganization, the Company will have no
significant assets other than the Offering's net proceeds (after deducting any
amounts infused into the Bank, expenses associated with the Offering and amounts
used to fund the Company's Employee Stock Ownership Plan [the"ESOP"]) and a note
receivable from the ESOP. The Company's principal business after the
Reorganization will be to oversee the business of the Bank and the investment of
the Offering's net proceeds retained by the Company.

         (o) Immediately following the Reorganization, the MHC's principal
assets will be the shares of the Company received pursuant to the Plan of
Reorganization and monies received as its initial capitalization. The MHC's
principal business after the Reorganization will be its investment in and
control of a majority ownership interest in the Company.

         (p) The MHC and the Company have no plans or intentions, currently or
in the future, of selling or issuing shares of the Company's common stock
whereby MHC would own less then a controlling interest in the Company.

         (q) The Willow Grove Foundation will be dedicated to support charitable
organizations within the Bank's communities.



                                     Willow Grove Bank



                                     By: /s/ John J. Foff, Jr.
                                         -------------------------------------
                                         John J. Foff, Jr.
                                         Senior Vice President and C.F.O.