<PAGE>
 
     As filed with the Securities and Exchange Commission on April 26, 1996
                                        
                                    Registration No 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

               Pennsylvania                              23-1899716      
               ------------                              ----------      
          (State of incorporation)                     (IRS Employer     
                                                    Identification No.)  
                                                                         
        Philadelphia National Bank Building                            
        Broad and Chestnut Streets                                     
        Philadelphia, PA                                 19107         
        -----------------------------------              -----          
        (Address of Principal Executive                (Zip Code)      
        Offices)                                                        

                     MERIDIAN BANCORP, INC., SAVINGS PLAN
                     ------------------------------------
                           (Full title of the plan)

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

                             David T. Walker, Esq.
                           CoreStates Financial Corp
                      Philadelphia National Bank Building
                           Broad and Chestnut Streets
                            Philadelphia, PA  19107
                                 (215) 973-5680
           (Name, address and telephone number of agent for service)

                              ____________________

                                    Copy to:

                              Vernon Stanton, Jr.
                             DRINKER BIDDLE & REATH
                      Philadelphia National Bank Building
                                   11th Floor
                              1345 Chestnut Street
                          Philadelphia, PA  19107-3496
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================== 
  Title of                Amount             Proposed       Proposed      Amount of
 Securities               to be              Maximum        Maximum      Registration
   to be               Registered         Offering Price   Aggregate        Fee(1)
 Registered                                Per Share(1)    Offering
                                                           Price(1)
- ------------------------------------------------------------------------------------ 
<S>                  <C>             <C>                  <C>             <C>
Common Stock,        150,000 shares         $39.0625      $5,859,375       $2020.47
par value $1.00
per share
====================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(c). Computed based upon $ 39.0625 per share,
    the average of the high and low prices of a share of Common Stock of the
    Company reported in the New York Stock Exchange consolidated reporting
    system on April 19, 1996. In addition, pursuant to Rule 416(c) under the
    Securities Act of 1933, this registration statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan. 
<PAGE>
 
                                     PART I

                   INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS

                   (Not required to be filed as part of this
                            registration statement)


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Corestates Financial Corp (the "Company") hereby incorporates the
following documents into this registration statement by reference:

          (a) The Company's latest Annual Report filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 or the latest Prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933 and the Plan's latest
Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year for which
such statements have been filed.

          (b) The Company's Current Reports on Form 8-K dated January 8, 1996, 
January 17, 1996, April 3, 1996, April 9, 1996 and April 17, 1996;

          (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Reports or the Prospectus referred to in (a) above; and

          (d) The description of the Company's Capital Stock which is contained
in the Prospectus included in the Registration Statement of CoreStates Financial
Corp on Form S-4 (No. 33-300067), under "Description of Capital Stock."

          All reports subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

                                      -1-
<PAGE>
 
     ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.


     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.


               Not applicable.


     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

          The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was bought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

          The PBCL provides that the indemnification described above shall not
be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws, disinterested directors' vote,
shareholders' vote, agreement or otherwise; provided that the indemnification
                                            --------                         
shall not be made in any case where the act or failure to act giving rise to the
claim

                                      -2-
<PAGE>
 
for indemnification is determined by a court to have constituted willful
misconduct or recklessness.

          The PBCL also empowers corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.

          The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.

          Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products Liability, except:

           (i)  where such indemnification is expressly prohibited by
applicable law, or

          (ii)  where the conduct of the Indemnified representative has been
determined to constitute willful misconduct or recklessness within the meaning
of 42 Pa.C.S. ((S)) 8365(b) (now a reference to PBCL ((S)) 1746(b)) or any
superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.

For purposes of the foregoing,

          "Indemnified capacity" means any and all past, present and future
service by an indemnified representative in one or

                                      -3-
<PAGE>
 
more capacities as a director, officer, employee or agent of the Registrant, or,
at the request of the Registrant, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise;

          "Indemnified representative" means any and all directors and officers
of the Registrant and any other person designated as an indemnified
representative by the Board of Directors of the Registrant (which may, but need
not, include any person serving at the request of the Registrant, as a director,
officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise);

          "Liability" means any damage, judgment, amount paid in settlement,
fine, penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and

          "Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.

          The Registrant's By-laws provide that to further effect, satisfy or
secure indemnification obligations, the Registrant may maintain insurance,
obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow,
cash collateral or other fund or account, enter into indemnification agreements,
pledge or grant security interests in any assets or properties of the
Registrant, or enter into any other arrangement as the Board of Directors of the
Registrant deems appropriate.

          The By-laws also specify that the right to indemnification provided
thereby is a contract right and entitles the persons to be indemnified to be
reimbursed for the expense of prosecuting any such claim against the Registrant
and to have all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant upon the receipt of an undertaking by or on
behalf of such persons to repay such amounts if it ultimately is determined in
an arbitration proceeding conducted pursuant to the Registrant's By-laws that
such persons are not entitled to be indemnified by the Registrant.  The rights
to indemnification and advancement of expenses granted pursuant to the By-laws
continue as to a person who has ceased to be an Indemnified representative in
respect of matters prior to such time and inure to the benefit of
representatives of such a person.

                                      -4-
<PAGE>
 
          Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association.  Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.


     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.


     ITEM 8.   EXHIBITS.


          4    Instruments defining the rights of security holders: Meridian
               Bancorp, Inc. Savings Plan

          5    The Company has submitted or will submit the Meridian Bancorp,
               Inc. Savings Plan and any amendments thereto to the Internal
               Revenue Service ("IRS") in a timely manner and has made or will
               make all changes required by the IRS in order to qualify such
               Plan.

          23.1 Consent of Ernst & Young LLP as to the financial statements of 
               Corestates Financial Corp.

          23.2 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of Meridian Bancorp, Inc.

          23.3 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of Constellation Bancorp

          23.4 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of United Counties Bancorporation

          23.5 Consent of Coopers and Lybrand LLP as to the financial statements
               of Independence Bancorp, Inc.

          24   Powers of Attorney

ITEM 9.   UNDERTAKINGS.
          ------------ 


     The undersigned Company hereby undertakes:


     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


           (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");


          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which,

                                      -5-
<PAGE>
 
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any duration from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in value
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" Table in the effective
registration statement; and


          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.


          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for purposes of determining liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.


     (3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.


     (4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed a new registration statement relating to the securities offered therein,
and the

                                      -6-
<PAGE>
 
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


     (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -7-
<PAGE>
 
                                   SIGNATURES
                                   ----------


     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on April
22, 1996.


                    CORESTATES FINANCIAL CORP


                    By: /s/ Terrence A. Larson
                        -----------------------
                       Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
          Signatures                    Title               Date
- ------------------------------  ---------------------  --------------
 
/s/ Terrence A. Larsen          Director, Chairman of  April 22, 1996
- ------------------------------  the Board and Chief
Terrence A. Larsen              Executive Officer
 
 
/s/ David E. Sparks             Chief Financial        April 22, 1996
- ------------------------------  Officer
David E. Sparks                
                               
 
/s/ Christopher J. Carey        Controller             April 22, 1996
- ------------------------------ 
Christopher J. Carey           
                               
 
    Robert W. Cardy*            Director               April 22, 1996
- ------------------------------ 
Robert W. Cardy                
                               
  
    Carlton E. Hughes*          Director               April 22, 1996
- ------------------------------ 
Carlton E. Hughes              
                               
 
    Ernest E. Jones*            Director               April 22, 1996
- ------------------------------ 
Ernest E. Jones                

                                      -8-
<PAGE>
 
    Herbert Lotman*             Director               April 22, 1996
- ------------------------------ 
Herbert Lotman                 
                               
 
    George V. Lynett*           Director               April 22, 1996
- ------------------------------ 
George V. Lynett               
                               
 
                                Director               April 22, 1996
- ------------------------------
Marlin Miller, Jr.

 
    Samuel A. McCullough*       Director               April 22, 1996
- ------------------------------ 
Samuel A. McCullough           
                               
 
    Patricia A. McFate*         Director               April 22, 1996
- ------------------------------ 
Patricia A. McFate             
                               
 
                                Director               April 22, 1996
- ------------------------------ 
Lawrence R. Pugh               
 
   James M. Seabrook, Sr.*      Director               April 22, 1996
- ------------------------------
James M. Seabrook, Sr.
 
    Raymond W. Smith*           Director               April 22, 1996
- ------------------------------
Raymond W. Smith
 
    George Strawbridge, Jr.*    Director               April 22, 1996
- ------------------------------
George Strawbridge, Jr.
 
    Peter S. Strawbridge*       Director               April 22, 1996
- ------------------------------
Peter S. Strawbridge
 
    Judith M. von Seldeneck*    Director               April 22, 1996
- ------------------------------
Judith M. von Seldeneck
 
* by  /s/ Terrance A. Larson
     ----------------------------
      Attorney-In-Fact

                                      -9-
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Meridian Bancorp Inc., Savings Plan ("Plan") has duly
caused this registration statement to be signed on behalf of the Plan by the
undersigned, thereunder duly authorized, on April 22, 1996.


                                     MERIDIAN BANCORP INC., SAVINGS PLAN



                                     By: /s/ Maureen Pugh
                                        ----------------------------------
                                  Title: Senior Vice President

                                      -10-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


Description                                                Number        Page
- -----------                                                ------        ----


Meridian Bancorp Inc., Savings Plan                            4


Consent of Ernst & Young LLP as to the financial            23.1
statements of Corestates Financial Corp.

Consent of KPMG Peat Marwick LLP as to the                  23.2
financial statements of Meridian Bancorp, Inc.

Consent of KPMG Peat Marwick LLP as to the                  23.3
financial statements of Constellation Bancorp.

Consent of KPMG Peat Marwick LLP as to the                  23.4
financial statements of United Counties Bancorporation.

Consent of Coopers & Lybrand LLP as to the financial        23.5
statements of Independence Bancorp, Inc.

Powers of Attorney                                          24

                                      -11-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25821}]
{"company-data": {"conformed-name": "CORESTATES FINANCIAL CORP", "cik": "0000069952", "assigned-sic": "6021", "irs-number": "231899716", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02949", "film-number": "96552627"}, "business-address": {"street1": "CENTRE SQ W", "street2": "1500 MARKET ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19101", "phone": "2159733806"}, "mail-address": {"street1": "1500 MARKET ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19101"}, "former-company": {"former-conformed-name": "NATIONAL CENTRAL FINANCIAL CORP", "date-changed": "19830517"}}
As filed with the Securities and Exchange Commission on April 26, 1996
                                        
                                    Registration No 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

               Pennsylvania                              23-1899716      
               ------------                              ----------      
          (State of incorporation)                     (IRS Employer     
                                                    Identification No.)  
                                                                         
        Philadelphia National Bank Building                            
        Broad and Chestnut Streets                                     
        Philadelphia, PA                                 19107         
        -----------------------------------              -----          
        (Address of Principal Executive                (Zip Code)      
        Offices)                                                        

                     MERIDIAN BANCORP, INC., SAVINGS PLAN
                     ------------------------------------
                           (Full title of the plan)

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

                             David T. Walker, Esq.
                           CoreStates Financial Corp
                      Philadelphia National Bank Building
                           Broad and Chestnut Streets
                            Philadelphia, PA  19107
                                 (215) 973-5680
           (Name, address and telephone number of agent for service)

                              ____________________

                                    Copy to:

                              Vernon Stanton, Jr.
                             DRINKER BIDDLE & REATH
                      Philadelphia National Bank Building
                                   11th Floor
                              1345 Chestnut Street
                          Philadelphia, PA  19107-3496
CALCULATION OF REGISTRATION FEE
===================================================================================== 
  Title of                Amount             Proposed       Proposed      Amount of
 Securities               to be              Maximum        Maximum      Registration
   to be               Registered         Offering Price   Aggregate        Fee(1)
 Registered                                Per Share(1)    Offering
                                                           Price(1)
- ------------------------------------------------------------------------------------
Common Stock,        150,000 shares         $39.0625      $5,859,375       $2020.47
par value $1.00
per share
====================================================================================
(1) Calculated pursuant to Rule 457(c). Computed based upon $ 39.0625 per share,
    the average of the high and low prices of a share of Common Stock of the
    Company reported in the New York Stock Exchange consolidated reporting
    system on April 19, 1996. In addition, pursuant to Rule 416(c) under the
    Securities Act of 1933, this registration statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan.
PART I

                   INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS

                   (Not required to be filed as part of this
                            registration statement)

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Corestates Financial Corp (the "Company") hereby incorporates the
following documents into this registration statement by reference:

          (a) The Company's latest Annual Report filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 or the latest Prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933 and the Plan's latest
Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year for which
such statements have been filed.

          (b) The Company's Current Reports on Form 8-K dated January 8, 1996, 
January 17, 1996, April 3, 1996, April 9, 1996 and April 17, 1996;

          (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Reports or the Prospectus referred to in (a) above; and

          (d) The description of the Company's Capital Stock which is contained
in the Prospectus included in the Registration Statement of CoreStates Financial
Corp on Form S-4 (No. 33-300067), under "Description of Capital Stock."

          All reports subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

                                      -1-
ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

          The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was bought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

          The PBCL provides that the indemnification described above shall not
be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws, disinterested directors' vote,
shareholders' vote, agreement or otherwise; provided that the indemnification
                                            --------                         
shall not be made in any case where the act or failure to act giving rise to the
claim

                                      -2-
for indemnification is determined by a court to have constituted willful
misconduct or recklessness.

          The PBCL also empowers corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.

          The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.

          Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products Liability, except:

           (i)  where such indemnification is expressly prohibited by
applicable law, or

          (ii)  where the conduct of the Indemnified representative has been
determined to constitute willful misconduct or recklessness within the meaning
of 42 Pa.C.S. ((S)) 8365(b) (now a reference to PBCL ((S)) 1746(b)) or any
superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.

For purposes of the foregoing,

          "Indemnified capacity" means any and all past, present and future
service by an indemnified representative in one or

                                      -3-
more capacities as a director, officer, employee or agent of the Registrant, or,
at the request of the Registrant, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise;

          "Indemnified representative" means any and all directors and officers
of the Registrant and any other person designated as an indemnified
representative by the Board of Directors of the Registrant (which may, but need
not, include any person serving at the request of the Registrant, as a director,
officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise);

          "Liability" means any damage, judgment, amount paid in settlement,
fine, penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and

          "Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.

          The Registrant's By-laws provide that to further effect, satisfy or
secure indemnification obligations, the Registrant may maintain insurance,
obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow,
cash collateral or other fund or account, enter into indemnification agreements,
pledge or grant security interests in any assets or properties of the
Registrant, or enter into any other arrangement as the Board of Directors of the
Registrant deems appropriate.

          The By-laws also specify that the right to indemnification provided
thereby is a contract right and entitles the persons to be indemnified to be
reimbursed for the expense of prosecuting any such claim against the Registrant
and to have all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant upon the receipt of an undertaking by or on
behalf of such persons to repay such amounts if it ultimately is determined in
an arbitration proceeding conducted pursuant to the Registrant's By-laws that
such persons are not entitled to be indemnified by the Registrant.  The rights
to indemnification and advancement of expenses granted pursuant to the By-laws
continue as to a person who has ceased to be an Indemnified representative in
respect of matters prior to such time and inure to the benefit of
representatives of such a person.

                                      -4-
Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association.  Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.   EXHIBITS.

          4    Instruments defining the rights of security holders: Meridian
               Bancorp, Inc. Savings Plan

          5    The Company has submitted or will submit the Meridian Bancorp,
               Inc. Savings Plan and any amendments thereto to the Internal
               Revenue Service ("IRS") in a timely manner and has made or will
               make all changes required by the IRS in order to qualify such
               Plan.

          23.1 Consent of Ernst & Young LLP as to the financial statements of 
               Corestates Financial Corp.

          23.2 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of Meridian Bancorp, Inc.

          23.3 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of Constellation Bancorp

          23.4 Consent of KPMG Peat Marwick LLP as to the financial statements 
               of United Counties Bancorporation

          23.5 Consent of Coopers and Lybrand LLP as to the financial statements
               of Independence Bancorp, Inc.

          24   Powers of Attorney

ITEM 9.   UNDERTAKINGS.
          ------------ 

     The undersigned Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which,

                                      -5-
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any duration from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in value
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" Table in the effective
registration statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for purposes of determining liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed a new registration statement relating to the securities offered therein,
and the

                                      -6-
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -7-
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on April
22, 1996.

                    CORESTATES FINANCIAL CORP

                    By: /s/ Terrence A. Larson
                        -----------------------
                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
          Signatures                    Title               Date
- ------------------------------  ---------------------  --------------
 
/s/ Terrence A. Larsen          Director, Chairman of  April 22, 1996
- ------------------------------  the Board and Chief
Terrence A. Larsen              Executive Officer
 
 
/s/ David E. Sparks             Chief Financial        April 22, 1996
- ------------------------------  Officer
David E. Sparks                
                               
 
/s/ Christopher J. Carey        Controller             April 22, 1996
- ------------------------------ 
Christopher J. Carey           
                               
 
    Robert W. Cardy*            Director               April 22, 1996
- ------------------------------ 
Robert W. Cardy                
                               
  
    Carlton E. Hughes*          Director               April 22, 1996
- ------------------------------ 
Carlton E. Hughes              
                               
 
    Ernest E. Jones*            Director               April 22, 1996
- ------------------------------ 
Ernest E. Jones                

                                      -8-
Herbert Lotman*             Director               April 22, 1996
- ------------------------------ 
Herbert Lotman                 
                               
 
    George V. Lynett*           Director               April 22, 1996
- ------------------------------ 
George V. Lynett               
                               
 
                                Director               April 22, 1996
- ------------------------------
Marlin Miller, Jr.

 
    Samuel A. McCullough*       Director               April 22, 1996
- ------------------------------ 
Samuel A. McCullough           
                               
 
    Patricia A. McFate*         Director               April 22, 1996
- ------------------------------ 
Patricia A. McFate             
                               
 
                                Director               April 22, 1996
- ------------------------------ 
Lawrence R. Pugh               
 
   James M. Seabrook, Sr.*      Director               April 22, 1996
- ------------------------------
James M. Seabrook, Sr.
 
    Raymond W. Smith*           Director               April 22, 1996
- ------------------------------
Raymond W. Smith
 
    George Strawbridge, Jr.*    Director               April 22, 1996
- ------------------------------
George Strawbridge, Jr.
 
    Peter S. Strawbridge*       Director               April 22, 1996
- ------------------------------
Peter S. Strawbridge
 
    Judith M. von Seldeneck*    Director               April 22, 1996
- ------------------------------
Judith M. von Seldeneck
 
* by  /s/ Terrance A. Larson
     ----------------------------
      Attorney-In-Fact

                                      -9-
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Meridian Bancorp Inc., Savings Plan ("Plan") has duly
caused this registration statement to be signed on behalf of the Plan by the
undersigned, thereunder duly authorized, on April 22, 1996.

                                     MERIDIAN BANCORP INC., SAVINGS PLAN

                                     By: /s/ Maureen Pugh
                                        ----------------------------------
                                  Title: Senior Vice President

                                      -10-
EXHIBIT INDEX
                                 -------------

Description                                                Number        Page
- -----------                                                ------        ----

Meridian Bancorp Inc., Savings Plan                            4

Consent of Ernst & Young LLP as to the financial            23.1
statements of Corestates Financial Corp.

Consent of KPMG Peat Marwick LLP as to the                  23.2
financial statements of Meridian Bancorp, Inc.

Consent of KPMG Peat Marwick LLP as to the                  23.3
financial statements of Constellation Bancorp.

Consent of KPMG Peat Marwick LLP as to the                  23.4
financial statements of United Counties Bancorporation.

Consent of Coopers & Lybrand LLP as to the financial        23.5
statements of Independence Bancorp, Inc.

Powers of Attorney                                          24

                                      -11-