As filed with the Securities and Exchange Commission on September 22, 1997

                                                 Registration No. 33-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                             Harris Financial, Inc.
             (Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                                        23-2889833
(State of Incorporation)                      (IRS Employer Identification No.)

                             235 North Second Street
                         Harrisburg, Pennsylvania 17101
                    (Address of Principal Executive Offices)

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


        Harris Savings Bank 1994 Stock Option Plan for Outside Directors
              Harris Savings Bank 1994 Incentive Stock Option Plan
              Harris Savings Bank 1996 Incentive Stock Option Plan
                            (Full Title of the Plans)


                                   Copies to:
        William J. McLaughlin                    Kenneth R. Lehman, Esquire
President and Chief Executive Officer             Edward A. Quint, Esquire
       Harris Financial, Inc.               Luse Lehman Gorman Pomerenk & Schick
       235 North Second Street                   A Professional Corporation
   Harrisburg, Pennsylvania 17101              5335 Wisconsin Ave., N.W., #400
           (717) 236-4041                          Washington, D.C.  20015
                                                       (202) 274-2000
    (Name, Address and Telephone
     Number of Agent for Service)

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


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
       Title of                                         Proposed                 Proposed
      Securities                 Amount                  Maximum                  Maximum                Amount of
         to be                    to be              Offering Price              Aggregate             Registration
      Registered             Registered (1)             Per Share             Offering Price                Fee
-------------------------------------------------------------------------------------------------------------------------

<S>                       <C>                         <C>                     <C>                      <C>   
Options to Purchase
Common Stock

Common Stock, par
value $.01 per share     29,375 shares (2)               $18.28(3)               $  536,826              $163

Common Stock, par
value $.01 per share     89,650 shares (4)               $10.82(3)               $  942,813              $286

Common Stock, par
value $.01 per share     21,800 shares (5)               $42.53(3)               $  927,184              $281


        Total:          140,825 shares                                           $2,406,823              $730
                        ==============                                           ==========              ====
</TABLE>


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

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Harris Savings Bank 1994 Stock Option Plan for Outside Directors (the
     "1994 Stock Option Plan"), the Harris Savings Bank 1994 Incentive Stock
     Option Plan (the "1994 Incentive Plan") and the Harris Savings Bank 1996
     Incentive Stock Option Plan (the "1996 Incentive Plan") as the result of a
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock of Harris Financial, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1994 Stock Option Plan.
(3)  Determined by the exercise price of the options pursuant to 17 C.F.R. 
     ss. 230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1994 Incentive Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     the 1996 Incentive Plan.


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


         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. 
ss. 230.462.


                                       2
<PAGE>


PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information

         This Registration Statement relates to the registration of (i) options
to purchase up to 29,675 shares of Common Stock of Harris Financial, Inc. (the
"Company") pursuant to the 1994 Stock Option Plan; (ii) 29,675 shares of Common
Stock reserved for issuance and delivery upon the exercise of options under the
1994 Stock Option Plan; (iii) options to purchase up to 89,650 shares of Common
Stock of Harris Financial, Inc. pursuant to the 1994 Incentive Plan; (iv)
89,650 shares of Common Stock reserved for issuance and delivery upon the
exercise of options under the 1994 Incentive Plan; (v) options to purchase up to
21,800 shares of Common Stock of Harris Financial, Inc. pursuant to the 1996
Incentive Plan; and (vi) 21,800 shares of Common Stock reserved for issuance
and delivery upon the exercise of options under the 1996 Incentive Plan.
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the 1994 Stock
Option Plan, the 1994 Incentive Plan, and the 1996 Incentive Plan, as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         The following document filed or to be filed with the Commission is
incorporated by reference in this Registration Statement:

         (A) The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-22415), originally filed by the
Company with the SEC under the Securities Act of 1933 on February 26, 1997, as
amended on March 17, 1997.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

                  Article VI of the Registrant's Bylaws provide for the 
following indemnification for Directors and Officers.

                  6.1 Third Party Actions. The Corporation shall 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


                                       3
<PAGE>


         proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the Corporation), by reason
         of the fact that he is or was a director or officer of the Corporation,
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him in
         connection with the action or proceeding if he acted in good faith and
         in a manner he reasonably believed to be in, or not opposed to, the
         best interests of the Corporation and, with respect to any criminal
         proceeding, had no reasonable cause to believe his conduct was
         unlawful, provided that the Corporation shall not be liable for any
         amounts which may be due to any such person in connection with a
         settlement of any action or proceeding effected without its prior
         written consent or any action or proceeding initiated by any such
         person (other than an action or proceeding to enforce rights to
         indemnification hereunder).

                  6.2 Derivative and Corporate Actions. The Corporation shall
         indemnify any person who was or is a party, or is threatened to be made
         a party, to any threatened, pending or completed action by or in the
         right of the Corporation to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the Corporation
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees) actually and reasonably
         incurred by him in connection with the defense or settlement of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in connection with a settlement of any
         action or proceeding affected without its prior written consent.
         Indemnification shall not be made under this Section 6.2 in respect of
         any claim, issue or matter as to which the person has been adjudged to
         be liable to the Corporation unless and only to the extent that 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 the action was brought determines upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity for the expenses that the court of common pleas or other
         court deems proper.

                  6.3 Mandatory Indemnification. To the extent that a
         representative of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification under Section 6.1 or Section 6.2 shall be
         made by the Corporation only as authorized in the specific case upon a
         determination that indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

                  (1) by the Board of Directors by a majority vote of a quorum
         consisting of directors who were not parties to the action or
         proceeding;

                  (2) if such a quorum is not obtainable, or if obtainable and a
         majority vote of a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion; or

                  (3) by the stockholders.

                  6.5 Advancing Expenses. Expenses (including attorneys' fees)
         incurred in defending any action or proceeding referred to in this
         Article VI shall be paid by the Corporation in advance of


                                        4
<PAGE>

         the final disposition of the action or proceeding upon receipt of an
         undertaking by or on behalf of the director or officer to repay the
         amount if it is ultimately determined that he is not entitled to be
         indemnified by the Corporation as authorized in this Article VI or
         otherwise.

                  6.6 Insurance. The Corporation shall have the power 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 of another domestic or foreign
         corporation for profit or not-for-profit, partnership, joint venture,
         trust or other enterprise against any liability asserted against him
         and incurred by 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 that liability under the provisions of this
         Article VI.

                  6.7 Modification. The duties of the Corporation to indemnify
         and to advance expenses to a director or officer provided in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person, and no amendment or repeal of any provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim based on an act or failure to act which took place prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.


                                        5
<PAGE>


Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         4.1      Harris Savings Bank 1994 Stock Option Plan (Incorporated by
                  reference to Exhibit 10.3 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         4.2      Harris Savings Bank 1994 Incentive Plan (Incorporated by
                  reference to Exhibit 10.1 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         4.3      Harris Savings Bank 1996 Incentive Plan (Incorporated by
                  reference to Exhibit 10.2 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         5        Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation as to the legality of the Common
                  Stock registered hereby.

         23.1     Consent of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

         99.1     Annual Report on Form F-2 of Harris Savings Bank for
                  the fiscal year ended December 31, 1997.

         99.2     Quarterly Report on Form F-4 of Harris Savings Bank for the 
                  fiscal quarter ended March 31, 1997.

         99.3     Quarterly Report on Form F-4 of Harris Savings Bank for the 
                  fiscal quarter ended June 30, 1997.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the 1994 Stock Option Plan, the 1994 Incentive Plan and the 1996 Incentive Plan;
and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the 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 and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the

                                        6

<PAGE>


Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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>

                                  EXHIBIT INDEX


Exhibit Number                      Description
--------------                      -----------



         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.
        
         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of KPMG Peat Marwick LLP.

         99.1              Annual Report on Form F-2 of Harris Savings Bank for
                           the fiscal year ended December 31, 1997.

         99.2              Quarterly Report on Form F-4 of Harris Savings Bank 
                           for the fiscal quarter ended March 31, 1997.

         99.3              Quarterly Report on Form F-4 of Harris Savings Bank 
                           for the fiscal quarter ended June 30, 1997.

                                        8

<PAGE>


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant 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, thereunto
duly authorized, in the City of Harrisburg, State of Pennsylvania, on this 18th
day of September, 1997.

                                Harris Financial, Inc.


                                By:       \s\ William J. McLaughlin
                                          --------------------------------------
                                          William J. McLaughlin, President and
                                              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 date indicated.


<TABLE>
<CAPTION>
<S>       <C>                                                                   <C>    <C>

By:      \s\ William J. McLaughlin                                              By:     \s\ James L. Durrell
         ------------------------------------                                           -------------------------------------------
         William J. McLaughlin, President and                                           James L. Durrell, Executive Vice President
         Chief Executive Officer                                                        and Chief Financial Officer
         (Principal Executive Officer)                                                  (Principal Financial Officer)

Date:                 September 18, 1997                                       Date:                 September 18, 1997


By:      \s\ Samuel M. Altdoerffer, Sr.                                         By:     \s\ Ernest P. Davis
         ------------------------------------                                           -------------------------------------------
         Samuel M. Altdoerffer, Sr., Director                                           Ernest P. Davis, Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997


By:      \s\ Jimmie C. George                                                   By:     \s\ Robert A. Houck
         ------------------------------------                                           -------------------------------------------
         Jimmie C. George, Director                                                     Robert A. Houck,  Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997


By:      \s\ Robert E. Kessler                                                  By:     \s\ Robert R. Roebuck
         ------------------------------------                                           -------------------------------------------
         Robert E. Kessler, Director                                                    Robert R. Roebuck, Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997


By:      \s\ William A. Siverling                                               By:     \s\ Frank R. Sourbeer
         ------------------------------------                                           -------------------------------------------
         William A. Siverling, Director                                                 Frank R. Sourbeer,  Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997


By:      \s\ Bruce S. Isaacman                                                  By:
         ------------------------------------                                           -------------------------------------------
         Bruce S. Isaacman, Director                                                    William E. McClure, Jr., Director

Date:                 September 18, 1997                                       Date:                 
</TABLE>


                                        9

<PAGE>





By:       ------------------------------------  
          Donald B. Springer, Director

Date:


                                       10

<PAGE>




         The Plans. Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers the 1994 Stock Option Plan, the 1994 Incentive
Plan, and the 1996 Incentive Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Harrisburg, State of Pennsylvania, on this 18th day of September 1997.

                        Harris Savings Bank 1994 Stock Option Plan
                        Harris Savings Bank 1994 Incentive Stock Option Plan
                        Harris Savings Bank 1996 Incentive Stock Option Plan



                        \s\ William J. McLaughlin
                        -------------------------------------------
                        William J. McLaughlin, President and
                        Chief Executive Officer


                                       11

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 26493}]
{"company-data": {"conformed-name": "HARRIS FINANCIAL INC", "cik": "0001034650", "assigned-sic": "6036", "irs-number": "232889833", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36087", "film-number": "97683590"}, "business-address": {"street1": "235 N SECOND ST", "city": "HARRISBURG", "state": "PA", "zip": "17101", "phone": "7172364041"}, "mail-address": {"street1": "235 N SECOND ST", "city": "HARRISBURG", "state": "PA", "zip": "17101"}}
As filed with the Securities and Exchange Commission on September 22, 1997

                                                 Registration No. 33-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Harris Financial, Inc.
             (Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                                        23-2889833
(State of Incorporation)                      (IRS Employer Identification No.)

                             235 North Second Street
                         Harrisburg, Pennsylvania 17101
                    (Address of Principal Executive Offices)

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

        Harris Savings Bank 1994 Stock Option Plan for Outside Directors
              Harris Savings Bank 1994 Incentive Stock Option Plan
              Harris Savings Bank 1996 Incentive Stock Option Plan
                            (Full Title of the Plans)

                                   Copies to:
        William J. McLaughlin                    Kenneth R. Lehman, Esquire
President and Chief Executive Officer             Edward A. Quint, Esquire
       Harris Financial, Inc.               Luse Lehman Gorman Pomerenk & Schick
       235 North Second Street                   A Professional Corporation
   Harrisburg, Pennsylvania 17101              5335 Wisconsin Ave., N.W., #400
           (717) 236-4041                          Washington, D.C.  20015
                                                       (202) 274-2000
    (Name, Address and Telephone
     Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
       Title of                                         Proposed                 Proposed
      Securities                 Amount                  Maximum                  Maximum                Amount of
         to be                    to be              Offering Price              Aggregate             Registration
      Registered             Registered (1)             Per Share             Offering Price                Fee
-------------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock

Common Stock, par
value $.01 per share     29,375 shares (2)               $18.28(3)               $  536,826              $163

Common Stock, par
value $.01 per share     89,650 shares (4)               $10.82(3)               $  942,813              $286

Common Stock, par
value $.01 per share     21,800 shares (5)               $42.53(3)               $  927,184              $281

        Total:          140,825 shares                                           $2,406,823              $730
                        ==============                                           ==========              ====
--------------

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Harris Savings Bank 1994 Stock Option Plan for Outside Directors (the
     "1994 Stock Option Plan"), the Harris Savings Bank 1994 Incentive Stock
     Option Plan (the "1994 Incentive Plan") and the Harris Savings Bank 1996
     Incentive Stock Option Plan (the "1996 Incentive Plan") as the result of a
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock of Harris Financial, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1994 Stock Option Plan.
(3)  Determined by the exercise price of the options pursuant to 17 C.F.R. 
     ss. 230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1994 Incentive Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     the 1996 Incentive Plan.

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

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. 
ss. 230.462.

                                       2
PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information

         This Registration Statement relates to the registration of (i) options
to purchase up to 29,675 shares of Common Stock of Harris Financial, Inc. (the
"Company") pursuant to the 1994 Stock Option Plan; (ii) 29,675 shares of Common
Stock reserved for issuance and delivery upon the exercise of options under the
1994 Stock Option Plan; (iii) options to purchase up to 89,650 shares of Common
Stock of Harris Financial, Inc. pursuant to the 1994 Incentive Plan; (iv)
89,650 shares of Common Stock reserved for issuance and delivery upon the
exercise of options under the 1994 Incentive Plan; (v) options to purchase up to
21,800 shares of Common Stock of Harris Financial, Inc. pursuant to the 1996
Incentive Plan; and (vi) 21,800 shares of Common Stock reserved for issuance
and delivery upon the exercise of options under the 1996 Incentive Plan.
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the 1994 Stock
Option Plan, the 1994 Incentive Plan, and the 1996 Incentive Plan, as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         The following document filed or to be filed with the Commission is
incorporated by reference in this Registration Statement:

         (A) The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-22415), originally filed by the
Company with the SEC under the Securities Act of 1933 on February 26, 1997, as
amended on March 17, 1997.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

                  Article VI of the Registrant's Bylaws provide for the 
following indemnification for Directors and Officers.

                  6.1 Third Party Actions. The Corporation shall 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

                                       3
proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the Corporation), by reason
         of the fact that he is or was a director or officer of the Corporation,
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him in
         connection with the action or proceeding if he acted in good faith and
         in a manner he reasonably believed to be in, or not opposed to, the
         best interests of the Corporation and, with respect to any criminal
         proceeding, had no reasonable cause to believe his conduct was
         unlawful, provided that the Corporation shall not be liable for any
         amounts which may be due to any such person in connection with a
         settlement of any action or proceeding effected without its prior
         written consent or any action or proceeding initiated by any such
         person (other than an action or proceeding to enforce rights to
         indemnification hereunder).

                  6.2 Derivative and Corporate Actions. The Corporation shall
         indemnify any person who was or is a party, or is threatened to be made
         a party, to any threatened, pending or completed action by or in the
         right of the Corporation to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the Corporation
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees) actually and reasonably
         incurred by him in connection with the defense or settlement of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in connection with a settlement of any
         action or proceeding affected without its prior written consent.
         Indemnification shall not be made under this Section 6.2 in respect of
         any claim, issue or matter as to which the person has been adjudged to
         be liable to the Corporation unless and only to the extent that 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 the action was brought determines upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity for the expenses that the court of common pleas or other
         court deems proper.

                  6.3 Mandatory Indemnification. To the extent that a
         representative of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification under Section 6.1 or Section 6.2 shall be
         made by the Corporation only as authorized in the specific case upon a
         determination that indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

                  (1) by the Board of Directors by a majority vote of a quorum
         consisting of directors who were not parties to the action or
         proceeding;

                  (2) if such a quorum is not obtainable, or if obtainable and a
         majority vote of a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion; or

                  (3) by the stockholders.

                  6.5 Advancing Expenses. Expenses (including attorneys' fees)
         incurred in defending any action or proceeding referred to in this
         Article VI shall be paid by the Corporation in advance of

                                        4
the final disposition of the action or proceeding upon receipt of an
         undertaking by or on behalf of the director or officer to repay the
         amount if it is ultimately determined that he is not entitled to be
         indemnified by the Corporation as authorized in this Article VI or
         otherwise.

                  6.6 Insurance. The Corporation shall have the power 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 of another domestic or foreign
         corporation for profit or not-for-profit, partnership, joint venture,
         trust or other enterprise against any liability asserted against him
         and incurred by 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 that liability under the provisions of this
         Article VI.

                  6.7 Modification. The duties of the Corporation to indemnify
         and to advance expenses to a director or officer provided in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person, and no amendment or repeal of any provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim based on an act or failure to act which took place prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                        5
Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         4.1      Harris Savings Bank 1994 Stock Option Plan (Incorporated by
                  reference to Exhibit 10.3 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         4.2      Harris Savings Bank 1994 Incentive Plan (Incorporated by
                  reference to Exhibit 10.1 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         4.3      Harris Savings Bank 1996 Incentive Plan (Incorporated by
                  reference to Exhibit 10.2 of the Registrant's Registration
                  Statement on Form S-4 (Registration No. 333-22415), originally
                  filed with the SEC on February 26, 1997, as amended on March
                  17, 1997).

         5        Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation as to the legality of the Common
                  Stock registered hereby.

         23.1     Consent of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

         99.1     Annual Report on Form F-2 of Harris Savings Bank for
                  the fiscal year ended December 31, 1997.

         99.2     Quarterly Report on Form F-4 of Harris Savings Bank for the 
                  fiscal quarter ended March 31, 1997.

         99.3     Quarterly Report on Form F-4 of Harris Savings Bank for the 
                  fiscal quarter ended June 30, 1997.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the 1994 Stock Option Plan, the 1994 Incentive Plan and the 1996 Incentive Plan;
and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the 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 and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the

                                        6
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.
        
         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of KPMG Peat Marwick LLP.

         99.1              Annual Report on Form F-2 of Harris Savings Bank for
                           the fiscal year ended December 31, 1997.

         99.2              Quarterly Report on Form F-4 of Harris Savings Bank 
                           for the fiscal quarter ended March 31, 1997.

         99.3              Quarterly Report on Form F-4 of Harris Savings Bank 
                           for the fiscal quarter ended June 30, 1997.

                                        8
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant 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, thereunto
duly authorized, in the City of Harrisburg, State of Pennsylvania, on this 18th
day of September, 1997.

                                Harris Financial, Inc.

                                By:       \s\ William J. McLaughlin
                                          --------------------------------------
                                          William J. McLaughlin, President and
                                              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 date indicated.
By:      \s\ William J. McLaughlin                                              By:     \s\ James L. Durrell
         ------------------------------------                                           -------------------------------------------
         William J. McLaughlin, President and                                           James L. Durrell, Executive Vice President
         Chief Executive Officer                                                        and Chief Financial Officer
         (Principal Executive Officer)                                                  (Principal Financial Officer)

Date:                 September 18, 1997                                       Date:                 September 18, 1997

By:      \s\ Samuel M. Altdoerffer, Sr.                                         By:     \s\ Ernest P. Davis
         ------------------------------------                                           -------------------------------------------
         Samuel M. Altdoerffer, Sr., Director                                           Ernest P. Davis, Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997

By:      \s\ Jimmie C. George                                                   By:     \s\ Robert A. Houck
         ------------------------------------                                           -------------------------------------------
         Jimmie C. George, Director                                                     Robert A. Houck,  Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997

By:      \s\ Robert E. Kessler                                                  By:     \s\ Robert R. Roebuck
         ------------------------------------                                           -------------------------------------------
         Robert E. Kessler, Director                                                    Robert R. Roebuck, Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997

By:      \s\ William A. Siverling                                               By:     \s\ Frank R. Sourbeer
         ------------------------------------                                           -------------------------------------------
         William A. Siverling, Director                                                 Frank R. Sourbeer,  Director

Date:                 September 18, 1997                                       Date:                 September 18, 1997

By:      \s\ Bruce S. Isaacman                                                  By:
         ------------------------------------                                           -------------------------------------------
         Bruce S. Isaacman, Director                                                    William E. McClure, Jr., Director

Date:                 September 18, 1997                                       Date:
9
By:       ------------------------------------  
          Donald B. Springer, Director

Date:

                                       10
The Plans. Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers the 1994 Stock Option Plan, the 1994 Incentive
Plan, and the 1996 Incentive Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Harrisburg, State of Pennsylvania, on this 18th day of September 1997.

                        Harris Savings Bank 1994 Stock Option Plan
                        Harris Savings Bank 1994 Incentive Stock Option Plan
                        Harris Savings Bank 1996 Incentive Stock Option Plan

                        \s\ William J. McLaughlin
                        -------------------------------------------
                        William J. McLaughlin, President and
                        Chief Executive Officer

                                       11