10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended December 31, 2009

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: 001-32971

FOX CHASE BANCORP, INC.

(Exact name of registrant as specified in its charter)

United States	33-1145559
(State or other jurisdiction of     incorporation or organization)	(I.R.S. Employer Identification No.)
4390 Davisville Road, Hatboro, Pennsylvania	19040
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (215) 682-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                                                             Name of each exchange on which registered

 Common Stock, par value $0.01 per share                                                    Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ___   No  X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ___ No  X

Indicate by check mark 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   X    No ___

      Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ___   No  X

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer [  ]                                                                      Accelerated Filer [   ]

Non-Accelerated Filer [  ]                                                           Smaller Reporting Company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ___     No  X

The aggregate market value of the voting and non-voting common equity held by nonaffiliates as of June 30, 2009 was approximately $48.7 million.  Solely for purposes of thiscalculation, the shares held by Fox Chase MHC and the directors and officers of the registrant are deemed to be affiliates.

The number of shares outstanding of the registrant’s common stock as of March 3, 2010 was 13,609,187.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Form 10-K/A is being filed by Fox Chase Bancorp, Inc. to correct the box checked on the cover page to indicate that the Company is a smaller reporting company.  The Company erroneously indicated it was an accelerated filer on the cover page of the Form 10-K filed with the Securities and Exchange Commission on March 12, 2010.  There were no other changes to the Form 10-K.

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PART IV

ITEM  15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) The financial statements required in response to this item are incorporated by reference from Item 8 of this Report.

(2) All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

(3) Exhibits

Exhibit No	Description	Incorporated by Reference to
1.1	Engagement Letter by and between Fox Chase MHC, Fox Chase Bancorp, Inc., Fox Chase Bank and Stifel, Nicolaus & Company, Incorporated as marketing agent	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
1.2	Engagement Letter by and between Fox Chase MHC, Fox Chase Bancorp, Inc., Fox Chase Bank and Stifel, Nicolaus & Company, Incorporated as records management agent	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
2.0	Plan of Conversion and Reorganization	Form 8-K as filed on March 10, 2010
3.1	Charter of Fox Chase Bancorp, Inc.	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
3.2	Bylaws of Fox Chase Bancorp, Inc.	Form 8-K as filed on March 10, 2010
4.1	Stock Certificate of Fox Chase Bancorp, Inc.	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.1	*Form of Fox Chase Bank Employee Stock Ownership Plan and Trust Agreement	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.2	*Fox Chase Bank 401(k) Profit-Sharing Plan and Trust	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.3	*Employment Agreement between Thomas M. Petro, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.4	*Employment Agreement between Jerry D. Holbrook, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.5	*Employment Agreement between Keiron G. Lynch, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.6	*Employment Agreement between Roger S. Deacon, Fox Chase Bancorp, Inc. and Fox Chase Bank	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.7	*Employment Agreement between Michael S. Fitzgerald, Fox Chase Bancorp, Inc. and Fox Chase Bank	Form 10-Q for the quarter ended September 30, 2009 as filed on November 6, 2009
10.8	*Fox Chase Bank Executive Long-Term Incentive Plan	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.9	*Fox Chase Bank Employee Severance Compensation Plan, as amended and restated	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.10	*Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan	Definitive Proxy Statement as filed on April 12, 2007
10.11	*Fox Chase Bancorp, Inc. Executive Incentive Compensation Plan	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
21.0	List of Subsidiaries	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
23.1	Consent of KPMG LLP	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certification of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

_____________________
*           Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	FOX CHASE BANCORP, INC.
Date April 7, 2010	By:	/s/ Thomas M. Petro
		Thomas M. Petro
		President and Chief Executive Officer (Duly Authorized Representative)

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Thomas M. Petro, certify that:

1.  I have reviewed this Annual Report on Form 10-K/A of Fox Chase Bancorp, Inc.:

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of  internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 7, 2010 /s/ Thomas M. Petro   Thomas M. Petro President and Chief Executive Officer (principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Roger S. Deacon, certify that:

1.  I have reviewed this Annual Report on Form 10-K/A of Fox Chase Bancorp, Inc.:

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 7, 2010 /s/ Roger S. Deacon Roger S. Deacon Chief Financial Officer (principal financial officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Fox Chase Bancorp, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

/s/ Thomas M. Petro

Thomas M. Petro

President and Chief Executive Officer

/s/ Roger S. Deacon

Roger S. Deacon

Chief Financial Officer

Date:  April 7, 2010