UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
______________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
______________________________________________________________________________
(Title of Class of Securities)
412865 10 7
______________________________________________________________________________
(CUSIP Number)
December 31, 2006
______________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
____________________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 Pages
CUSIP NO. 412865 10 7 13G/A Page 2 of 6 Pages
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harleysville Savings Association Employees Stock Ownership Pension Plan
Trust
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
------------------------------------------------------------------------------
5. SOLE VOTING POWER
--
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 276,072
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH --
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
276,072
------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,072
------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
EP
------------------------------------------------------------------------------
CUSIP NO. 412865 10 7 13G/A Page 3 of 6 Pages
Item 1(a). Name of Issuer:
Harleysville Savings Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
271 Main Street
Harleysville, Pennsylvania 19438
Item 2(a). Name of Person Filing:
Harleysville Savings Association Employees Stock Ownership Pension
Plan Trust
Item 2(b). Address of Principal Business Office or, if None, Residence:
Harleysville Savings Financial Corporation
271 Main Street
Harleysville, Pennsylvania 19438
Item 2(c). Citizenship:
Pennsylvania
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
412865 10 7
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is:
(f) [X] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
CUSIP NO. 412865 10 7 13G/A Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
276,072
(b) Percent of class: 7.2% (based on 3,860,791 shares issued and
outstanding as of December 31, 2006)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
----------
(ii) Shared power to vote or to direct the vote 276,072
-----------
(iii) Sole power to dispose or to direct the disposition of 0
--------
(iv) Shared power to dispose or to direct the disposition of 276,072
-------
The reporting person is an employee benefit plan subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended, with individual accounts for the benefit of
participating employees and their beneficiaries. The reporting
person's assets are held in trust by trustees ("Plan Trustees").
The number of shares listed as beneficially owned represents the
entire number of shares of Common Stock held by the Plan Trustees,
as of December 31, 2006. As of December 31, 2006, the 276,072 shares
of Common Stock were allocated to individual accounts established
for participating employees and their beneficiaries. In general,
participating employees and their beneficiaries have the power and
authority to direct the voting of shares of Common Stock
allocated to their individual accounts through the Plan Trustees,
subject to the fiduciary duties of the Plan Trustees and applicable
law.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable since the reporting entity owns more than 5% of the
class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Dividends on Common Stock allocated to the accounts of
participating employees and their beneficiaries, to the extent
paid in the form of additional securities, are added to their
respective individual accounts. Dividends on Common Stock
allocated to the accounts of participating employees and their
beneficiaries, to the extent paid in cash, are, at the direction
of the Plan Administrator, either (i) credited to the respective
individual accounts, or (ii) used to pay principal and interest on
outstanding indebtedness incurred by the reporting person to
acquire Common Stock.
CUSIP NO. 412865 10 7 13G/A Page 5 of 6 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable since the reporting entity is not a member of a
group.
Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member of a
group.
CUSIP NO. 412865 10 7 13G/A Page 6 of 6 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
This report is not an admission that the Plan Trustees are the
beneficial owners of any securities covered by this report, and the Plan
Trustees expressly disclaim beneficial ownership of all shares reported herein
pursuant to Rule 13d-4.
Harleysville Savings Association Employees
Stock Ownership Pension Plan Trust
February 14, 2007 By: /s/ Sanford L. Alderfer
------------------------------
Sanford L. Alderfer, Trustee
February 14, 2007 By: /s/ Philip A. Clemens
------------------------------
Philip A. Clemens, Trustee
February 14, 2007 By: /s/ George W. Meschter
------------------------------
George W. Meschter, Trustee