<PAGE>

      As filed with the Securities and Exchange Commission on May 26, 2000.
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>

               Delaware                                        6162                                    87-0418807
--------------------------------------         ------------------------------------        ----------------------------------
<S>                                                 <C>                                           <C>
   (State or other jurisdiction of                 (Primary Standard Industrial                     (I.R.S. Employer
    incorporation or organization)                 Classification Code Number)                   Identification Number)
</TABLE>



                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
                              103 Springer Building
                              3411 Silverside Road
                           Wilmington, Delaware 19810
    (Address, including zip code of Registrant's principal executive offices)

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                               ANTHONY J. SANTILLI
                      Chairman, President, Chief Executive
                       Officer and Chief Operating Officer
                   American Business Financial Services, Inc.
                               Bala Pointe Centre
                           111 Presidential Boulevard
                              Bala Cynwyd, PA 19004
                                 (610) 668-2440
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                            JANE K. STORERO, ESQUIRE
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5500


<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
==================================== ====================  ========================  ======================== ====================
                                            Amount             Proposed maximum
       Title of each class of               to be               offering price           Proposed maximum          Amount of
    securities to be registered         registered(1)             per share               offering price        registration fee
==================================== ====================  ========================  ======================== ====================
<S>                                        <C>                       <C>                    <C>                      <C>
Common Stock........................       500,000                   (2)                    $6,189,950               $1,635
------------------------------------ --------------------  ------------------------  ------------------------ --------------------
</TABLE>


<PAGE>



(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
        Registration Statement covers, in addition to the number of shares set
        forth above, an indeterminate number of shares which, by reason of
        certain events specified in the Plans, may become subject to the Plan
        pursuant to the anti-dilution provision of the Plan.
(2)     Estimated in accordance with Rule 457(h), solely for the purpose of
        calculating the registration fee. Of the 500,000 shares to be
        registered, 207,500 are being registered based upon an exercise price of
        $13.00 per share ($2,697,500 in the aggregate) and the remaining 292,500
        shares, based upon the closing price of the common stock on the Nasdaq
        National Market System of $11.94 per share on May 24, 2000 ($3,492,450
        in the aggregate).








<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the American Business Financial
Services, Inc. 1999 Stock Option Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.



                                      I-1


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents previously or concurrently filed by American
Business Financial Services, Inc. ("ABFS" or the "Company") with the Commission
are hereby incorporated by reference in this Registration Statement:

             (i)  The Company's Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1999 (File No. 0-22474) filed pursuant to Rule
                  13a-1 of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") and all amendments thereto;

             (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended September 30, 1999, December 31, 1999 and March 31, 2000
                  (File No. 0-22474) filed pursuant to Rule 13a-1 of the
                  Exchange Act and all amendments thereto;

             (iii)All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Annual Report on Form 10-K referred to in
                  (i) above; and

             (iv) The description of the Company's Common Stock, which is
                  incorporated by reference to the Company's Registration
                  Statement on Form 8-A (File No. 0-22474) filed with the
                  Commission on January 8, 1997 and all amendments or reports
                  filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(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
incorporated by reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, be reference herein
or therein shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.



                                      II-1


<PAGE>



         The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Beverly
Santilli, Secretary of the Company, American Business Financial Services, Inc.,
Bala Pointe Centre, 111 Presidential Boulevard, Bala Cynwyd, PA 19004, telephone
number (610) 668-2440.

         All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

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 Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the Amended and Restated Bylaws (the "Bylaws") of ABFS
provide for indemnification of its directors and officers to the full extent
permitted by Delaware law. In the event that the Delaware General Corporation
Law (the "Corporation Law") is amended to authorize corporate action further
eliminating or limiting the personal liability of directors and officers, the
Certificate of Incorporation and Bylaws provide the personal liability of the
directors and officers of ABFS shall be so eliminated or limited.

         Section 145 of the Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding.

         Section 145 of the Corporation Law provides that a company may pay the
expenses incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding upon an undertaking
by or on behalf of such director or officer to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation. The Certificate of Incorporation and Bylaws of ABFS provide that
ABFS shall pay such expenses.



                                      II-2


<PAGE>



         The Company has obtained insurance to cover the Company's directors and
executive officers for liabilities which may be incurred in connection with the
offer, sale and registration of the Common Stock.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration Statement
or, where so indicated have been previously filed and are incorporated herein by
reference.

     Regulation S-K
     Exhibit Number    Description

            4.1        Certificate of Incorporation of American Business
                       Financial Services, Inc.*

            4.2        Bylaws of American Business Financial Services, Inc.**

            5          Opinion of Blank Rome Comisky & McCauley LLP regarding
                       legality.

           10          American Business Financial Services, Inc. 1999 Stock
                       Option and Incentive Plan.

           23.1        Consent of BDO Seidman, LLP.

           23.2        Consent of Blank Rome Comisky & McCauley LLP
                       (included in Exhibit 5).

           24          Power of Attorney (included on the Signature Page).

--------------------------------------
*    Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
     Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June 30,
     1996 filed with the Commission on September 27, 1996.

**   Incorporated hereby by reference to Exhibit 3.2 of the Company's
     Registration Statement on Form SB-2 (Registration No. 333-18919) filed with
     the Commission on December 27, 1996 (the "1996 Form SB-2").


                                      II-3


<PAGE>



Item 9.  Undertakings.

         (a)      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:

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

                           (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, 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 deviation
                           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 additional material information
                           on the plan of distribution not previously disclosed
                           in this Registration Statement or any material change
                           to such information in this 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 or Form S-8 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 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 offering.


                                      II-4


<PAGE>



         (b)      The undersigned Registrant hereby undertakes 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 Section 15(d) of the Securities
                  Exchange Act of 1934, as amended (and, where applicable, each
                  filing of an employee benefit plan's annual report pursuant to
                  Section 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 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.

         (c)      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 Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 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 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 Securities Act of 1933 and will be governed
                  by the final adjudication of such issue.



                                      II-5



<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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on May 26,
2000.


                                AMERICAN BUSINESS FINANCIAL SERVICES, INC.


Date: May 26, 2000              By:/s/ Anthony J. Santilli
                                   -----------------------
                                       Anthony J. Santilli, Chairman, President,
                                       Chief Executive Officer and Chief
                                         Operating Officer
                                       (Duly Authorized Officer)

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


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Santilli, his true and lawful
attorney-in-fact and agent with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.






<PAGE>




         In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.


<TABLE>
<CAPTION>

               SIGNATURE                                    Capacity                              Date
--------------------------------------------------------------------------------------- ------------------------
<S>                                       <C>                                             <C>
/s/ Anthony J. Santilli                   Chairman, President, Chief Executive           May 26, 2000
---------------------------------------   Officer, Chief Operating Officer and
Anthony J. Santilli                       Director (Principal Executive and
                                          Operating Officer)



/s/ Albert W. Mandia                      Executive Vice President and Chief             May 26, 2000
---------------------------------------   Financial Officer (Principal Financial
Albert W. Mandia                          and Accounting Officer)



/s/ Leonard Becker                        Director                                       May 26, 2000
---------------------------------------
Leonard Becker


/s/ Richard Kaufman                       Director                                       May 26, 2000
---------------------------------------
Richard Kaufman


/s/ Michael DeLuca                        Director                                       May 26, 2000
---------------------------------------
Michael DeLuca


/s/ Harold Sussman                        Director                                       May 26, 2000
---------------------------------------
Harold Sussman
</TABLE>




<PAGE>


                                  EXHIBIT INDEX

S-K Exhibit Numbers           Description
-------------------           -----------
       4.1               Certificate of Incorporation of American Business
                         Financial Services, Inc.*

       4.2               Bylaws of American Business Financial Services, Inc.**

       5                 Opinion of Blank Rome Comisky & McCauley LLP regarding
                         legality.

      10                 American Business Financial Services, Inc. 1999 Stock
                         Option and Incentive Plan.

      23.1               Consent of BDO Seidman, LLP.

      23.2               Consent of Blank Rome Comisky & McCauley LLP
                         (included in Exhibit 5).

      24                 Power of Attorney (included on the Signature Page).

--------------------------------------
*        Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
         Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June
         30, 1996 filed with the Commission on September 27, 1996.

**       Incorporated hereby by reference to Exhibit 3.2 of the Company's
         Registration Statement on Form SB-2 (Registration No. 333-18919) filed
         with the Commission on December 27, 1996 (the "1996 Form SB-2").
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24197}]
{"company-data": {"conformed-name": "AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/", "cik": "0000772349", "assigned-sic": "6162", "irs-number": "870418807", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37944", "film-number": "644667"}, "business-address": {"street1": "111 PRESIDENTIAL BLVD", "street2": "STE 215", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "6106682440"}, "mail-address": {"street1": "111 PRESIDENTIAL BLVD STE 215", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}}
As filed with the Securities and Exchange Commission on May 26, 2000.
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
             (Exact name of Registrant as specified in its charter)
Delaware                                        6162                                    87-0418807
--------------------------------------         ------------------------------------        ----------------------------------
(State or other jurisdiction of                 (Primary Standard Industrial                     (I.R.S. Employer
    incorporation or organization)                 Classification Code Number)                   Identification Number)
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
                              103 Springer Building
                              3411 Silverside Road
                           Wilmington, Delaware 19810
    (Address, including zip code of Registrant's principal executive offices)

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                               ANTHONY J. SANTILLI
                      Chairman, President, Chief Executive
                       Officer and Chief Operating Officer
                   American Business Financial Services, Inc.
                               Bala Pointe Centre
                           111 Presidential Boulevard
                              Bala Cynwyd, PA 19004
                                 (610) 668-2440
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                            JANE K. STORERO, ESQUIRE
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5500
CALCULATION OF REGISTRATION FEE
==================================== ====================  ========================  ======================== ====================
                                            Amount             Proposed maximum
       Title of each class of               to be               offering price           Proposed maximum          Amount of
    securities to be registered         registered(1)             per share               offering price        registration fee
==================================== ====================  ========================  ======================== ====================
Common Stock........................       500,000                   (2)                    $6,189,950               $1,635
------------------------------------ --------------------  ------------------------  ------------------------ --------------------
(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
        Registration Statement covers, in addition to the number of shares set
        forth above, an indeterminate number of shares which, by reason of
        certain events specified in the Plans, may become subject to the Plan
        pursuant to the anti-dilution provision of the Plan.
(2)     Estimated in accordance with Rule 457(h), solely for the purpose of
        calculating the registration fee. Of the 500,000 shares to be
        registered, 207,500 are being registered based upon an exercise price of
        $13.00 per share ($2,697,500 in the aggregate) and the remaining 292,500
        shares, based upon the closing price of the common stock on the Nasdaq
        National Market System of $11.94 per share on May 24, 2000 ($3,492,450
        in the aggregate).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the American Business Financial
Services, Inc. 1999 Stock Option Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents previously or concurrently filed by American
Business Financial Services, Inc. ("ABFS" or the "Company") with the Commission
are hereby incorporated by reference in this Registration Statement:

             (i)  The Company's Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1999 (File No. 0-22474) filed pursuant to Rule
                  13a-1 of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") and all amendments thereto;

             (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended September 30, 1999, December 31, 1999 and March 31, 2000
                  (File No. 0-22474) filed pursuant to Rule 13a-1 of the
                  Exchange Act and all amendments thereto;

             (iii)All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Annual Report on Form 10-K referred to in
                  (i) above; and

             (iv) The description of the Company's Common Stock, which is
                  incorporated by reference to the Company's Registration
                  Statement on Form 8-A (File No. 0-22474) filed with the
                  Commission on January 8, 1997 and all amendments or reports
                  filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(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
incorporated by reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, be reference herein
or therein shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.

                                      II-1
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Beverly
Santilli, Secretary of the Company, American Business Financial Services, Inc.,
Bala Pointe Centre, 111 Presidential Boulevard, Bala Cynwyd, PA 19004, telephone
number (610) 668-2440.

         All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

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 Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the Amended and Restated Bylaws (the "Bylaws") of ABFS
provide for indemnification of its directors and officers to the full extent
permitted by Delaware law. In the event that the Delaware General Corporation
Law (the "Corporation Law") is amended to authorize corporate action further
eliminating or limiting the personal liability of directors and officers, the
Certificate of Incorporation and Bylaws provide the personal liability of the
directors and officers of ABFS shall be so eliminated or limited.

         Section 145 of the Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding.

         Section 145 of the Corporation Law provides that a company may pay the
expenses incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding upon an undertaking
by or on behalf of such director or officer to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation. The Certificate of Incorporation and Bylaws of ABFS provide that
ABFS shall pay such expenses.

                                      II-2
The Company has obtained insurance to cover the Company's directors and
executive officers for liabilities which may be incurred in connection with the
offer, sale and registration of the Common Stock.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration Statement
or, where so indicated have been previously filed and are incorporated herein by
reference.

     Regulation S-K
     Exhibit Number    Description

            4.1        Certificate of Incorporation of American Business
                       Financial Services, Inc.*

            4.2        Bylaws of American Business Financial Services, Inc.**

            5          Opinion of Blank Rome Comisky & McCauley LLP regarding
                       legality.

           10          American Business Financial Services, Inc. 1999 Stock
                       Option and Incentive Plan.

           23.1        Consent of BDO Seidman, LLP.

           23.2        Consent of Blank Rome Comisky & McCauley LLP
                       (included in Exhibit 5).

           24          Power of Attorney (included on the Signature Page).

--------------------------------------
*    Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
     Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June 30,
     1996 filed with the Commission on September 27, 1996.

**   Incorporated hereby by reference to Exhibit 3.2 of the Company's
     Registration Statement on Form SB-2 (Registration No. 333-18919) filed with
     the Commission on December 27, 1996 (the "1996 Form SB-2").

                                      II-3
Item 9.  Undertakings.

         (a)      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:

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

                           (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, 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 deviation
                           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 additional material information
                           on the plan of distribution not previously disclosed
                           in this Registration Statement or any material change
                           to such information in this 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 or Form S-8 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 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 offering.

                                      II-4
(b)      The undersigned Registrant hereby undertakes 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 Section 15(d) of the Securities
                  Exchange Act of 1934, as amended (and, where applicable, each
                  filing of an employee benefit plan's annual report pursuant to
                  Section 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 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.

         (c)      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 Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 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 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 Securities Act of 1933 and will be governed
                  by the final adjudication of such issue.

                                      II-5
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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on May 26,
2000.

                                AMERICAN BUSINESS FINANCIAL SERVICES, INC.

Date: May 26, 2000              By:/s/ Anthony J. Santilli
                                   -----------------------
                                       Anthony J. Santilli, Chairman, President,
                                       Chief Executive Officer and Chief
                                         Operating Officer
                                       (Duly Authorized Officer)

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Santilli, his true and lawful
attorney-in-fact and agent with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE                                    Capacity                              Date
--------------------------------------------------------------------------------------- ------------------------
/s/ Anthony J. Santilli                   Chairman, President, Chief Executive           May 26, 2000
---------------------------------------   Officer, Chief Operating Officer and
Anthony J. Santilli                       Director (Principal Executive and
                                          Operating Officer)

/s/ Albert W. Mandia                      Executive Vice President and Chief             May 26, 2000
---------------------------------------   Financial Officer (Principal Financial
Albert W. Mandia                          and Accounting Officer)

/s/ Leonard Becker                        Director                                       May 26, 2000
---------------------------------------
Leonard Becker

/s/ Richard Kaufman                       Director                                       May 26, 2000
---------------------------------------
Richard Kaufman

/s/ Michael DeLuca                        Director                                       May 26, 2000
---------------------------------------
Michael DeLuca

/s/ Harold Sussman                        Director                                       May 26, 2000
---------------------------------------
Harold Sussman
EXHIBIT INDEX

S-K Exhibit Numbers           Description
-------------------           -----------
       4.1               Certificate of Incorporation of American Business
                         Financial Services, Inc.*

       4.2               Bylaws of American Business Financial Services, Inc.**

       5                 Opinion of Blank Rome Comisky & McCauley LLP regarding
                         legality.

      10                 American Business Financial Services, Inc. 1999 Stock
                         Option and Incentive Plan.

      23.1               Consent of BDO Seidman, LLP.

      23.2               Consent of Blank Rome Comisky & McCauley LLP
                         (included in Exhibit 5).

      24                 Power of Attorney (included on the Signature Page).

--------------------------------------
*        Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
         Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June
         30, 1996 filed with the Commission on September 27, 1996.

**       Incorporated hereby by reference to Exhibit 3.2 of the Company's
         Registration Statement on Form SB-2 (Registration No. 333-18919) filed
         with the Commission on December 27, 1996 (the "1996 Form SB-2").