SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HILLIARD ROBERT C

(Last)

(First)

(Middle)

724 PERRY HIGHWAY

(Street)

PITTSBURGH

15229-1160

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESB FINANCIAL CORP [ ESBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Sr VP Audit/Compliance

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								14,588	I	By Wife
Common Stock								2,701	I	By Son
Common Stock								51,384.2282	I	ESOP
Common Stock								1,979.4297	I	401(k) Plan
Common Stock								5,404⁽¹⁾	I	Mother-in-law, disclaims beneficial ownership
Common Stock	10/29/2004	10/29/2004	M		6,272	A	$9.47	24,314	D
Common Stock	10/29/2004	10/29/2004	F		4,277	D	$13.89	20,037	D
Common Stock	10/29/2004	10/29/2004	M		8,553	A	$7.37	28,590	D
Common Stock	10/29/2004	10/29/2004	F		4,539	D	$13.89	24,051	D
Common Stock	10/29/2004	10/29/2004	M		4,800	A	$10.83	28,851	D
Common Stock	10/29/2004	10/29/2004	F		3,743	D	$13.89	25,108	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$5.65							07/01/1996	07/01/2006	Common Stock	6,879		6,879	D
Stock Options	$6.14							06/17/1997	06/17/2007	Common Stock	6,898		6,898	D
Stock Options	$9.47	10/29/2004	10/29/2004	M			6,272	06/16/1998	06/16/2008	Common Stock	0	$0	0	D
Stock Options	$7.37	10/29/2004	10/29/2004	M			8,553	06/15/1999	06/15/2009	Common Stock	0	$0	0	D
Stock Options	$6.01							06/20/2001	06/20/2010	Common Stock	13,824		13,824	D
Stock Options	$7.83							11/20/2001	11/20/2011	Common Stock	4,752		4,752	D
Stock Option	$10.83	10/29/2004	10/29/2004	M			4,800	11/19/2002	11/19/2012	Common Stock	0	$0	0	D
Stock Option	$15.35							11/18/2003	11/18/2013	Common Stock	4,000		4,000	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose - Owned by Dorothy S. Peters, mother-in-law of the reporting person who has Power of Attorney for Mrs. Peters.

Remarks:

	Robert C. Hilliard	10/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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