SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-QSB
(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended             January 31, 2004
                               -------------------------------------------------

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to
                               ----------------------     ----------------------

                         Commission file number 0-50684
                                                -------

                               SE FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Pennsylvania                                                      57-1199010
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification no.)

1901-03 Passyunk Avenue, Philadelphia, Pennsylvania                  19148
--------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code         215-468-1700
                                                           ------------

                                       N/A
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report.


         Indicate  by check  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes       No  X
                                              ---      ---

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date: April 26, 2004
                                                           --------------

             Class                                         Outstanding
   ---------------------------                             -----------
   $.10 par value common stock                              0 shares

<PAGE>

                               SE FINANCIAL CORP.

                                   FORM 1O-QSB

                     FOR THE QUARTER ENDED JANUARY 31, 2004


                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------

PART I - CONSOLIDATED FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements                                 1
     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                               7
     Item 3. Controls and Procedures                                           9

PART II- OTHER INFORMATION

     Item 1. Legal Proceedings                                                10
     Item 2. Changes in Securities and Use of Proceeds                        10
     Item 3. Defaults Upon Senior Securities                                  10
     Item 4. Other Information                                                10
     Item 5. Exhibits and Reports on Form 8-K                                 10


SIGNATURES

EXHIBITS

     31. Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002

     32. Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


                                       i
<PAGE>
                      ST. EDMOND'S FEDERAL SAVINGS BANK AND
                      SUBSIDIARY CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                January 31,    October 31,
                                                                   2004           2003
                                                               ------------   ------------
<S>                                                          <C>            <C>
ASSETS
     Cash and due from banks                                   $  1,231,775   $    675,001
     Interest-bearing deposits with other institutions              140,772      5,628,890
                                                               ------------   ------------

        Cash and cash equivalents                                 1,372,547      6,303,891

     Certificates of deposit in other financial institutions        184,718        183,483
     Investment securities available for sale                    29,021,450     27,337,238
     Loans receivable (net of allowance for loan losses
        of $273,686 and $262,561)                                51,399,171     50,729,660
     Accrued interest receivable                                    495,896        482,538
     Federal Home Loan Bank stock                                   683,500        735,000
     Real estate owned                                               10,000         38,881
     Premises and equipment, net                                  1,136,419      1,148,993
     Bank-owned life insurance                                    1,540,000           --
     Other assets                                                   379,052        407,622
                                                               ------------   ------------

            TOTAL ASSETS                                       $ 86,222,753   $ 87,367,306
                                                               ============   ============

LIABILITIES AND RETAINED EARNINGS
     Deposits                                                  $ 70,646,578   $ 72,272,834
     Federal Home Loan Bank borrowings                            6,622,334      6,637,204
     Advances by borrowers for taxes and insurance                  679,688        477,386
     Accrued interest payable                                        43,908         49,703
     Other liabilities                                              283,812        258,521
                                                               ------------   ------------

            TOTAL LIABILITIES                                    78,276,320     79,695,648
                                                               ------------   ------------
     Commitments and contingencies

     Retained earnings - substantially restricted                 7,855,144      7,755,558
     Accumulated other comprehensive income (loss)                   91,289        (83,900)
                                                               ------------   ------------

            TOTAL RETAINED EARNINGS                               7,946,433      7,671,658
                                                               ------------   ------------

            TOTAL LIABILITIES AND RETAINED EARNINGS            $ 86,222,753   $ 87,367,306
                                                               ============   ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       1
<PAGE>

          ST. EDMOND'S FEDERAL SAVINGS BANK AND SUBSIDIARY CONSOLIDATED
                               STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      Three-months Ended January 31,
                                                            2004         2003
                                                         ----------   ----------
<S>                                                    <C>          <C>
INTEREST AND DIVIDEND INCOME
     Loans receivable                                    $  894,489   $1,061,866
     Investment securities:
       Taxable                                              243,270      264,974
       Exempt from federal income tax                        27,982       13,590
     Interest-bearing deposits with other institutions       12,192       19,515
     Other dividend income                                    2,400        5,239
                                                         ----------   ----------
            Total interest and dividend income            1,180,333    1,365,184
                                                         ----------   ----------

INTEREST EXPENSE
     Deposits                                               475,019      624,156
     Federal Home Loan Bank borrowings                       53,837       57,010
                                                         ----------   ----------
            Total interest expense                          528,856      681,166
                                                         ----------   ----------

NET INTEREST INCOME                                         651,477      684,018
Provision for loan losses                                     9,000        9,000
                                                         ----------   ----------
NET INTEREST INCOME AFTER PROVISION
     FOR LOAN LOSSES                                        642,477      675,018
                                                         ----------   ----------
NONINTEREST INCOME
     Service fees on deposit accounts                        67,715       87,464
     Other                                                   14,483       22,391
                                                         ----------   ----------
            Total noninterest income                         82,198      109,855
                                                         ----------   ----------
NONINTEREST EXPENSE
     Compensation and employee benefits                     296,507      290,705
     Occupancy and equipment                                 54,908       74,289
     Real estate operations, net                              1,484        6,905
     Federal deposit insurance premiums                      10,010       15,489
     Data processing expense                                 65,865       70,294
     Professional fees                                       30,443       15,488
     Other                                                  104,154       98,381
                                                         ----------   ----------
            Total noninterest expense                       563,371      571,551
                                                         ----------   ----------

Income before income taxes                                  161,304      213,322
Income taxes                                                 61,718       79,569
                                                         ----------   ----------

NET INCOME                                               $   99,586   $  133,753
                                                         ==========   ==========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       2

<PAGE>

                ST. EDMOND'S FEDERAL SAVINGS BANK AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Retained          Accumulated
                                       Earnings -            Other              Total
                                      Substantially       Comprehensive        Retained           Comprehensive
                                       Restricted        Income (Loss)         Earnings             Income
                                    ------------------  -----------------  -----------------   -----------------

<S>                              <C>                  <C>                <C>                 <C>
Balance, October 31, 2003          $     7,755,558      $       (83,900)   $    7,671,658

Net income                                  99,586                                 99,586      $        99,586
Other comprehensive income:
    Unrealized gain on available
      for sale securities
      net of taxes of $90,249                                   175,189           175,189              175,189
                                                                                               ---------------
Comprehensive income                                                                           $       274,775
                                    --------------      ----------------   --------------      ===============

Balance, January 31, 2004           $    7,855,144      $        91,289    $    7,946,433
                                    ==============      ================   ==============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3

<PAGE>

          ST. EDMOND'S FEDERAL SAVINGS BANK AND SUBSIDIARY CONSOLIDATED
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three-months ended January 31,
                                                                               2004           2003
                                                                           -----------    -----------
<S>                                                                      <C>            <C>
OPERATING ACTIVITIES
     Net income                                                            $    99,586    $   133,753
     Adjustments to reconcile net income to net cash provided
       by (used for) operating activities:
        Provision for loan losses                                                9,000          9,000
        Depreciation, amortization, and accretion                               39,634          7,914
        Decrease (increase) in accrued interest receivable                     (13,358)           103
        Decrease in accrued interest payable                                    (5,795)        (6,178)
        Other, net                                                             (52,080)      (349,009)
                                                                           -----------    -----------
            Net cash provided by (used for) operating activities                76,987       (204,417)
                                                                           -----------    -----------

INVESTING ACTIVITIES
     Investment securities available for sale:
        Proceeds from principal repayments and maturities                    3,820,967      2,858,356
        Purchases                                                           (5,247,800)    (6,842,599)
     Decrease (increase) in loans receivable, net                             (661,671)     1,672,536
     Proceeds from sales of real estate acquired through
        foreclosure                                                             27,573         17,821
     Redemption (purchase) of Federal Home Loan Bank stock                      51,500        (53,000)
     Purchase of bank-owned life insurane                                   (1,540,000)             -
     Purchase of premises and equipment                                        (20,076)       (37,866)
                                                                           -----------    -----------
             Net cash used for investing activities                         (3,569,507)    (2,384,752)
                                                                           -----------    -----------

FINANCING ACTIVITIES
     Increase (decrease) in deposits, net                                   (1,626,256)       537,641
     Repayment of Federal Home Loan Bank borrowings                            (14,870)       (13,941)
     Increase in advances by borrowers
        for taxes and insurance, net                                           202,302        222,015
                                                                           -----------    -----------
            Net cash provided by (used for) financing activities            (1,438,824)       745,715
                                                                           -----------    -----------

            Decrease in cash and cash equivalents                           (4,931,344)    (1,843,454)

CASH AND CASH EQUIVALENTS AT BEGINNING
     OF PERIOD                                                               6,303,891      7,300,707
                                                                           -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $ 1,372,547    $ 5,457,253
                                                                           ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES
     Cash paid:
        Interest                                                           $   534,651    $   687,344
        Income taxes                                                            60,000         12,500
     Noncash transactions:
        Transfers from loans to real estate acquired through foreclosure             -         23,000
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       4

<PAGE>

                ST. EDMOND'S FEDERAL SAVINGS BANK AND SUBSIDIARY
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------------------------------

         The consolidated  financial statements include the accounts of the Bank
and  its  wholly-owned  subsidiary,  SE  Investment  Services  Corp.  ("Services
Corp.").  All intercompany  transactions  have been eliminated in consolidation.
The  investment in subsidiary on the Bank's  financial  statements is carried at
the Bank's equity in the underlying net assets of the Services Corp.

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim financial  information and the instructions
for Form 10-QSB. In Management's  opinion,  the financial statements include all
adjustments, consisting of normal recurring adjustments, that the Bank considers
necessary  to fairly  state the Bank's  financial  position  and the  results of
operations  and cash flows.  The balance  sheet at October  31,  2003,  has been
derived from the audited financial  statements at that date but does not include
all of the  necessary  informational  disclosures  and  footnotes as required by
accounting  principles  generally accepted in the United States of America.  The
results of the Bank's  operations  for any  interim  period are not  necessarily
indicative of the results of the Bank's  operations for any other interim period
or for a full fiscal year.

NOTE 2 - PLAN OF CONVERSION
---------------------------

         On January 15, 2004,  the Board of  Directors  of the Bank,  subject to
regulatory approval,  ratified a Plan of Conversion (the "Plan") to convert from
a federally  chartered mutual savings institution to a federally chartered stock
savings  institution.  The Bank  will  become  a  wholly-owned  subsidiary  of a
concurrently formed holding company.  The plan provides that the holding company
will offer  nontransferable  subscription rights to purchase common stock of the
holding  company.  The rights will be offered first to eligible account holders,
the  tax-qualified  employee stock benefit plans, and other members.  Any shares
remaining may then be offered to the general public.

         The  Plan  provides  for  the  establishment,  upon  completion  of the
conversion,  of a special "liquidation account" in an amount equal to the Bank's
net  worth as of the  latest  practicable  date  prior to the  conversion.  This
account  is for  the  benefit  of  eligible  account  holders  in the  event  of
liquidation of the Bank. The interest as to each deposit  account will be in the
same proportion of the total  liquidation  account as the balance of the deposit
account on December 31, 2002, the qualifying date, was to the aggregate  balance
of all deposit account of eligible account holders on such date. The liquidation
account will be reduced in a  proportionate  amount if the amount in any deposit
account on any annual closing date is less that it was on the  qualifying  date.
The liquidation  account will not be increased despite any increase in a deposit
account after the qualifying date.

         The regulations of the OTS prohibit the Bank from declaring or paying a
cash dividend if the effect thereof would cause the Bank's regulatory capital to
be reduced below either the amount required for the  liquidation  account or the
federal  regulatory  capital  requirement  in  Section  567.2 of the  Rules  and
Regulations of the OTS.

         Costs associated with the conversion will be deferred and deducted from
the  proceeds of the stock  offering.  If, for any reason,  the  offering is not
successful,  the deferred costs will be charged to operations. As of January 31,
2004, the Bank had incurred conversion costs of approximately $97,000.

                                       5

<PAGE>

         The  stockholders  of the  holding  company  will be asked to approve a
stock option plan and a restricted  stock plan at a meeting of the  stockholders
after the conversion. Shares issued to directors and employees under these plans
may be purchased  in the open market.  In the event that shares are newly issued
under these plans rather than being purchased in the open market, such issuances
will be included in the earnings per share  calculation;  thus, the interests of
existing stockholders would be diluted.

NOTE 3 - COMPREHENSIVE INCOME
-----------------------------

         The  components  of   comprehensive   income  consist   exclusively  of
unrealized  gains and losses on  available  for sale  securities.  For the three
months  ended  January  31,  2004,  this  activity  is shown  under the  heading
Comprehensive  Income as presented in the  Consolidated  Statement of Changes in
Retained  Earnings  (Unaudited).  For the three months  ended  January 31, 2003,
comprehensive income totaled $187,151.

NOTE 4- RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------------

         In December  2003,  the FASB issued a revision  to  Interpretation  46,
Consolidation of Variable Interest  Entities,  which  established  standards for
identifying  a variable  interest  entity (VIE) and for  determining  under what
circumstances  a VIE  should  be  consolidated  with  its  primary  beneficiary.
Application of this Interpretation is required in financial statements of public
entities  that have  interests in  special-purpose  entities for periods  ending
after  December  15,  2003.  Application  by public  entities,  other than small
business  issuers,  for  all  other  types  of  VIEs is  required  in  financial
statements for periods ending after March 15, 2004.  Small business issuers must
apply  this  Interpretation  to all other  types of VIEs at the end of the first
reporting   period  ending  after  December  15,  2004.  The  adoption  of  this
interpretation  has not and is not  expected  to have a  material  effect on the
Company's financial position or results of operations.

                                       6

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         This document contains forward-looking statements, including statements
about   anticipated   operating   and  financial   performance,   such  as  loan
originations,  operating  efficiencies,  loan sales,  charge-offs  and loan loss
provisions, growth opportunities, interest rates, and deposit growth. Words such
as "may,"  "could,"  "should,"  "would,"  "believe,"  "anticipate,"  "estimate,"
"expect,"  "intend,"  "project," "plan," and similar expressions are intended to
identify these forward-looking statements.

         Forward-looking  statements are  necessarily  subject to many risks and
uncertainties.  A  number  of  things  could  cause  actual  results  to  differ
materially from those indicated by the forward-looking  statements.  Many of the
risks and uncertainties are beyond our control.  Forward-looking  statements are
based on our  beliefs,  plans,  objectives,  goals,  assumptions,  expectations,
estimates,  and intentions as of the date the  statements are made.  There is no
assurance   that  these  beliefs,   plans,   objectives,   goals,   assumptions,
expectations, estimates, and intentions will be realized.

Comparison  of the Results of Operation  for the Three Months Ended  January 31,
2004 and January 31, 2003

         The Bank  recorded  net income of $100,000  for the three  months ended
January 31, 2004,  which  represents a decrease of $34,000,  or 25.5%,  over the
same period in 2003.  The decrease in net income is primarily due to a reduction
of noninterest income and a decrease in net interest income.

         Net Interest  Income.  Net  interest  income for the three months ended
January 31, 2004  decreased  to $652,000  from  $684,000  for the same period in
2003.  Interest  income for the three  months  ended  January 31,  2004  totaled
$1,181,000  as compared to  $1,365,000  for the three months  ended  January 31,
2003.  This decrease of $184,000 was  attributed  primarily to a decrease in the
interest earned on loans receivable and mortgaged-backed  securities and was the
product of both volume and rate fluctuations during the period.

         Interest expense decreased to $529,000,  representing a 22.3% decrease,
for the three months ended  January 31, 2004 from  $681,000 for the three months
ended January 31, 2003 and was primarily  attributable  to the current  interest
rate  environment  that resulted in a lowering of the cost of funds to 2.79% for
the three months ended January 31, 2004 as compared to 3.59% for the same period
in 2003.

         Loan Loss  Provision.  The provision for loan losses was $9,000 for the
three  months  ended  January 31, 2004 which is the same amount as for the three
months  ended  January  31,  2003.   The  loan  loss  provision  is  based  upon
management's assessment of a variety of factors,  including types and amounts of
nonperforming  loans,  historical loss experience,  collectibility of collateral
values and guaranties,  pending legal action for collection of loans and related
guaranties,   and  current  economic   conditions.   The  allowance   represents
management's best estimate of known and inherent losses in the loan portfolio at
the  balance  sheet date that are both  probable  and  reasonable  to  estimate.
However,  actual loan losses  could exceed the amounts that have been charged to
operations.

         Noninterest  Income.  Total noninterest income decreased to $82,000 for
the three  months  ended  January  31, 2004  compared to $110,000  for the three
months ended January 31, 2003. The decrease is principally due to a reduction in
service charges and fees on deposit account  activity in both the  transactional
fees being  charged and the volume of related  transactions  and a reduction  in
miscellaneous

                                       7
<PAGE>

loan fees. The Bank  anticipates  the investment in a bank-owned  life insurance
product in 2004 should generate additional noninterest income.

         Noninterest Expense. Noninterest expense decreased slightly to $563,000
for the three months ended  January 31, 2004 from  $572,000 for the three months
ended January 31, 2003.  Compensation and employee benefit expense  increased by
approximately $6,000, occupancy and equipment expense decreased by approximately
$19,000,  real estate operation  expense  decreased by approximately  $6,000 and
miscellaneous operating expenses increased by approximately $10,000.

         Noninterest  expenses  are  expected  to  increase  in 2004  due to the
additional costs of professional fees associated with becoming a public company,
the  implementation  of an  incentive  retirement  plan  for key  employees  and
expenses from an employee stock ownership and restricted stock plan.

         Additionally, the Bank currently plans to add seven full time employees
to  its  staff  over  the  next  several  years,   including  up  to  three  new
lender/business development officers, an assistant branch manager, and a support
staff  employee  in  each  of  the  accounting,  lending  and  customer  service
departments.

         Income  Taxes.  Income  taxes  declined to $62,000 for the three months
ended January 31, 2004 from $79,000 for the same period in 2003. This was due to
a reduction in pretax income.

Comparison of Financial Condition at January 31, 2004 and October 31, 2003

         Assets and Liabilities. The Bank's total assets decreased by $1,144,000
to $86,223,000 at January 31, 2004 from $87,367,000 at October 31, 2003.

         Cash and cash  equivalents  decreased to $1,372,000 at January 31, 2004
from  $6,304,000 at October 31, 2003.  This decrease was primarily a result of a
reduction in the interest-bearing deposit account.

         Investment  securities  available  for  sale  increased  $1,684,000  to
$29,021,000  at January  31, 2004 from  $27,337,000  at October  31,  2003.  The
increase  is  due  to  investment   purchases  primarily  in  U.  S.  government
mortgage-backed  securities  which were partially offset by investment calls and
maturities  and  principal  repayment on  mortgage-backed  securities.  The Bank
funded this growth with the utilization of excess cash and cash  equivalents and
the reinvestment of called and matured  securities during the three months ended
January 31, 2004.

         Net loans  receivable  increased  $669,000,  or 1.3%, to $51,399,000 at
January 31, 2004 from  $50,730,000 at October 31, 2003. A slight increase in net
loans receivable was noted during the three months ended January 31, 2004 as the
Bank continued to experience  strong loan  production  and repayments  were more
moderate.

         The allowance for loan losses increased to $274,000 at January 31, 2004
from  $263,000  at  October  31,  2003 and  represented  .53% of the gross  loan
portfolio at January 31,  2004.  The Bank had  nonaccrual  loans of $171,000 and
$370,000 at January 31, 2004 and October 31, 2003.  Management  does not believe
the  nonaccrual  loans or any amounts  classified as  nonperforming  will have a
significant effect on operations or liquidity in 2004.  Furthermore,  management
is not aware of any trends or  uncertainties  related to any loans classified as
doubtful or substandard that might have a material effect on earnings, liquidity
or capital resources.

                                       8
<PAGE>

         Total  deposits  decreased  to  $70,647,000  at January  31,  2004 from
$72,273,000  at October 31, 2003.  This was  primarily a result of a decrease in
certificates  of deposit.  Although time deposits  declined,  they  continued to
account for 71.05% of the total deposit portfolio and remain a dominant resource
for funds.

         Federal Home Loan Bank borrowings  decreased  slightly to $6,622,000 at
January 31, 2004 from $6,637,000 at October 31, 2003.

         Retained  Earnings.  Total  retained  earnings  increased  $274,000  to
$7,946,000  at January  31,  2004 from  October  31,  2003.  This  increase  was
attributable  to net income of  $100,000  and  accumulated  other  comprehensive
income of $175,000. Accumulated other comprehensive income increased as a result
of changes in the net  unrealized  gain on investment  securities  available for
sale.  Because of interest  rate  volatility,  accumulated  other  comprehensive
income could  materially  fluctuate for each interim  period and year end period
depending on economic and interest rate conditions. The Bank is currently in the
process of an initial  stock  offering,  which will  include an  employee  stock
ownership  plan and may include a  restricted  stock plan.  The  proceeds  would
result in  additional  equity in the  immediate  future  which  will be used for
general business purposes.


CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.  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-QSB 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.

(b) Changes in internal  control over  financial  reporting.  During the quarter
under  report,  there was no  change  in the  Company's  internal  control  over
financial  reporting that has materially  affected,  or is reasonably likely too
materially affect, the Company's internal control over financial reporting.

                                       9
<PAGE>

                                     PART II


      ITEM 1.         LEGAL PROCEEDINGS
                           Not applicable.


      ITEM 2.         CHANGES IN SECURITIES AND USE OF PROCEEDS
                           Not applicable.


      ITEM 3.         DEFAULTS UPON SENIOR SECURITIES
                           Not applicable.


      ITEM 4.         OTHER INFORMATION
                           None.


      ITEM 5.         EXHIBITS AND REPORTS ON FORM 8-K

                    (a) Exhibits

                    31.  Certification pursuant to 18 U.S.C.ss.1350,  as adopted
                         pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                         2002.

                    32.  Certification pursuant to 18 U.S.C.ss.1350,  as adopted
                         pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                         2002.

                    (b)  Reports on Form 8-K

                         None.


                                       10
<PAGE>

                                   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.


                                              SE FINANCIAL CORP.



Date: April 29, 2004                  /s/Frank S. DePaolo
                                      ------------------------------------------
                                      Frank S. DePaolo
                                      President and CEO
                                      (Principal Executive Officer)



Date: April 29, 2004                  /s/Joseph Sidebotham
                                      ------------------------------------------
                                      Joseph Sidebotham
                                      Executive Vice President, Chief Financial
                                      Officer and Controller
                                      (Principal Financial & Accounting Officer)