Registration No. 333-_____
                                                              Filed May 31, 2000

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                   HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
    ------------------------------------------------------------------------
    (Exact Name of Registrant as specified in its Articles of Incorporation)


        Pennsylvania                                     23-3028464
   ------------------------                  --------------------------------
   (State of incorporation)                  (IRS Employer Identification No.)


                                 271 Main Street
                        Haryleysville, Pennsylvania 19438
                ------------------------------------------------
          (Address of principal executive offices, including zip code)


                       EMPLOYEE STOCK COMPENSATION PROGRAM
                             1995 STOCK OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
               --------------------------------------------------
                            (Full Title of the Plans)


Edward J. Molnar, President and                          Copies to:
Chief Executive Officer                                  Kenneth B. Tabach, Esq.
Harleysville Savings Financial Corporation               Eric M. Marion, Esq.
271 Main Street                                          Elias, Matz, Tiernan &
Harleysville, Pennsylvania 19438                         Herrick L.L.P.
(215) 256-8828                                           734 15th Street, N.W.
------------------------------------------               Washington, D.C. 20005
(Name, address, and telephone number                     (202) 347-0300
of agent for service)

                               Page 1 of 47 Pages
                    Index to Exhibits is located on page 6.




<PAGE>
<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE


          Title of                                       Proposed              Proposed
         Securities                                       Maximum               Maximum            Amount of
           to be                  Amount to be        Offering Price           Aggregate         Registration
         Registered              Registered(1)           Per Share          Offering Price            Fee
--------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>              <C>                        <C>
Common Stock, par
  value $0.01                       58,725(2)           $14,375(3)       $   844,171.87(3)          $222.86
Common Stock, par
  value $0.01                      128,610(4)            11.667(5)         1,500,492.87(5)           396.13
                                   -------                                 ------------              ------
Total                              187,335                                $2,344,664.74             $618.99
                                   =======                                 ============              ======
--------------------------------------------------------------------------------------------------------------
</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
Harleysville Savings Financial Corporation  ("Company" or "Registrant") Employee
Stock Compensation Program ("Compensation  Program"), the 1995 Stock Option Plan
("Option Plan") and the 1995 Employee Stock Purchase Plan ("1995 Purchase Plan")
as a result of a stock  split,  stock  dividend  or  similar  adjustment  of the
outstanding  common stock,  $0.01 par value per share ("Common  Stock"),  of the
Company.

(2) Represents  17,873 shares  currently  reserved for issuance  pursuant to the
Option Plan for which options have not been granted and 40,852 shares  currently
reserved for issuance pursuant to the 1995 Purchase Plan.

(3) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum  Offering  Price Per Share is equal to the  average  of the high and low
prices  of the  Common  Stock of the  Company  on May 24,  2000 on the  National
Association of Securities Dealers Automated Quotation ("NASDAQ") National Market
System.

(4) Represents  584 shares  reserved for issuance  pursuant to the  Compensation
Program and 128,026 shares reserved for issuance pursuant to the Option Plan for
which options to purchase common stock have been granted under the plans.

(5) Estimated solely for the purpose of calculating the registration  fee, which
has been  calculated  pursuant to Rule 457(h)  promulgated  under the Securities
Act.  The  Proposed  Maximum  Offering  Price Per Share is equal to the weighted
average  exercise  price  for  the  options  which  are  outstanding  under  the
Compensation Program and the Option Plan as of the date hereof.

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

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

                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a)  The  Company's  Annual  Report  on Form  10-K  containing
         audited financial  statements of Harleysville Savings Bank for the year
         ended  September  30, 1999,  included as Exhibit 99.2 to the  Company's
         Current  Report on Form 8-K,  dated  February 24, 2000,  filed with the
         Commission (Commission File No. 000-29709);

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         financial statements in the Form 8-K referred to in clause (a) above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in the  Company's  Current  Report on Form 8-K filed with the
         Commission on February 24, 2000; and

                  (d) All  documents  filed by the Company  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  have  been  sold  or  which  deregisters  all
         securities then remaining unsold.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be 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 or is deemed  to be  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.

Item 4.           Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item. 5.          Interests of Named Experts and Counsel.

         Not applicable.

                                        3

<PAGE>

Item 6.           Indemnification of Directors and Officers.

         Article VI of the Company's Bylaws provides as follows:

         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   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.

                                        4

<PAGE>

         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 Section VI shall be
paid by the  Corporation  in advance of 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 Section 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
Section VI.

         6.7  Modification.  The duties of the  Corporation  to indemnify and to
advance  expenses to a director or officer  provided in this Section 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  Section 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.

         The Company carries a liability  insurance  policy for its officers and
directors.

Item 7.           Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                        5

<PAGE>

Item 8.           Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

         No.         Exhibit                                            Page
       -----         --------                                          ------
         4           Common Stock Certificate*                           --

         5           Opinion of Elias, Matz, Tiernan & Herrick          E - 1
                       L.L.P. as to the legality of the securities

         23.1        Consent of Elias, Matz, Tiernan & Herrick           --
                     L.L.P. (contained in the opinion included
                      as Exhibit 5)

         23.2        Consent of Deloitte & Touche                       E - 3

         24          Power of attorney for any subsequent                --
                      amendments (located in the signature pages)

         99.1        Employee Stock Compensation Program                E - 4

         99.2        1995 Stock Option Plan                            E - 19

         99.3        1995 Employee Stock Purchase Plan                 E - 29

---------------------
*        Incorporated by reference from the Company's Current Report on Form 8-K
(Commission File No. 0-29709) filed with the Commission on February 24, 2000.

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:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in the  prospectus  any facts or events  arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  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

                                        6


<PAGE>

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 volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the  effective  registration  statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Registrant  pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of 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.

         4.  That, for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                        7

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 Commonwealth of Pennsylvania on May 30, 2000.

                                    HARLEYSVILLE SAVINGS FINANCIAL CORPORATION

                                      By: /s/ Edward J. Molnar
                                          --------------------
                                          Edward J. Molnar
                                          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 dates indicated. Each person whose signature appears below
hereby  makes,  constitutes  and  appoints  Edward J. Molnar his or her true and
lawful  attorney,  with full power to sign for such person and in such  person's
name and capacity  indicated  below, and with full power of substitution any and
all amendments to this Registration  Statement,  hereby ratifying and confirming
such  person's  signature  as it may be signed by said  attorney  to any and all
amendments.

          Name                             Title                       Date
--------------------------      ----------------------------    ----------------




/s/ Edward J. Molnar            President, Chief Executive         May 30, 2000
----------------------          Officer and Director
Edward J. Molnar




/s/ Brendan J. McGill           Senior Vice President,             May 30, 2000
------------------------        Treasurer and Chief
Brendan J. McGill               Financial Officer


                                           8


<PAGE>

          Name                             Title                       Date
--------------------------      --------------------------      ----------------

                                                                   May 30, 2000
/s/ Sandford A. Alderfer        Director
--------------------------
Sandford A. Alderfer

                                                                   May 30, 2000
/s/ Paul W. Barndt              Director
-------------------
Paul W. Barndt

/s/ Philip A. Clemens           Director                           May 30, 2000
--------------------------
Philip A. Clemens

/s/ Mark R. Cummins             Director                           May 30, 2000
-------------------
Mark R. Cummins

/s/ David J. Friesen            Director                           May 30, 2000
-------------------------
David J. Friesen

/s/ George W. Meschter          Director                           May 30, 2000
--------------------------
George W. Meschter

                                               9
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{"company-data": {"conformed-name": "HARLEYSVILLE SAVINGS FINANCIAL CORP", "cik": "0001107160", "assigned-sic": "6770", "irs-number": "233028464", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38152", "film-number": "646944"}, "business-address": {"street1": "271 MAIN STREET", "city": "HARLEYSVILLE", "state": "PA", "zip": "19401", "phone": "2152568828"}}
Registration No. 333-_____
                                                              Filed May 31, 2000

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
    ------------------------------------------------------------------------
    (Exact Name of Registrant as specified in its Articles of Incorporation)

        Pennsylvania                                     23-3028464
   ------------------------                  --------------------------------
   (State of incorporation)                  (IRS Employer Identification No.)

                                 271 Main Street
                        Haryleysville, Pennsylvania 19438
                ------------------------------------------------
          (Address of principal executive offices, including zip code)

                       EMPLOYEE STOCK COMPENSATION PROGRAM
                             1995 STOCK OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
               --------------------------------------------------
                            (Full Title of the Plans)

Edward J. Molnar, President and                          Copies to:
Chief Executive Officer                                  Kenneth B. Tabach, Esq.
Harleysville Savings Financial Corporation               Eric M. Marion, Esq.
271 Main Street                                          Elias, Matz, Tiernan &
Harleysville, Pennsylvania 19438                         Herrick L.L.P.
(215) 256-8828                                           734 15th Street, N.W.
------------------------------------------               Washington, D.C. 20005
(Name, address, and telephone number                     (202) 347-0300
of agent for service)

                               Page 1 of 47 Pages
                    Index to Exhibits is located on page 6.
CALCULATION OF REGISTRATION FEE

          Title of                                       Proposed              Proposed
         Securities                                       Maximum               Maximum            Amount of
           to be                  Amount to be        Offering Price           Aggregate         Registration
         Registered              Registered(1)           Per Share          Offering Price            Fee
--------------------------------------------------------------------------------------------------------------
Common Stock, par
  value $0.01                       58,725(2)           $14,375(3)       $   844,171.87(3)          $222.86
Common Stock, par
  value $0.01                      128,610(4)            11.667(5)         1,500,492.87(5)           396.13
                                   -------                                 ------------              ------
Total                              187,335                                $2,344,664.74             $618.99
                                   =======                                 ============              ======
--------------------------------------------------------------------------------------------------------------
(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
Harleysville Savings Financial Corporation  ("Company" or "Registrant") Employee
Stock Compensation Program ("Compensation  Program"), the 1995 Stock Option Plan
("Option Plan") and the 1995 Employee Stock Purchase Plan ("1995 Purchase Plan")
as a result of a stock  split,  stock  dividend  or  similar  adjustment  of the
outstanding  common stock,  $0.01 par value per share ("Common  Stock"),  of the
Company.

(2) Represents  17,873 shares  currently  reserved for issuance  pursuant to the
Option Plan for which options have not been granted and 40,852 shares  currently
reserved for issuance pursuant to the 1995 Purchase Plan.

(3) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum  Offering  Price Per Share is equal to the  average  of the high and low
prices  of the  Common  Stock of the  Company  on May 24,  2000 on the  National
Association of Securities Dealers Automated Quotation ("NASDAQ") National Market
System.

(4) Represents  584 shares  reserved for issuance  pursuant to the  Compensation
Program and 128,026 shares reserved for issuance pursuant to the Option Plan for
which options to purchase common stock have been granted under the plans.

(5) Estimated solely for the purpose of calculating the registration  fee, which
has been  calculated  pursuant to Rule 457(h)  promulgated  under the Securities
Act.  The  Proposed  Maximum  Offering  Price Per Share is equal to the weighted
average  exercise  price  for  the  options  which  are  outstanding  under  the
Compensation Program and the Option Plan as of the date hereof.

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

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

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a)  The  Company's  Annual  Report  on Form  10-K  containing
         audited financial  statements of Harleysville Savings Bank for the year
         ended  September  30, 1999,  included as Exhibit 99.2 to the  Company's
         Current  Report on Form 8-K,  dated  February 24, 2000,  filed with the
         Commission (Commission File No. 000-29709);

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         financial statements in the Form 8-K referred to in clause (a) above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in the  Company's  Current  Report on Form 8-K filed with the
         Commission on February 24, 2000; and

                  (d) All  documents  filed by the Company  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  have  been  sold  or  which  deregisters  all
         securities then remaining unsold.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be 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 or is deemed  to be  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.

Item 4.           Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item. 5.          Interests of Named Experts and Counsel.

         Not applicable.

                                        3
Item 6.           Indemnification of Directors and Officers.

         Article VI of the Company's Bylaws provides as follows:

         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   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.

                                        4
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 Section VI shall be
paid by the  Corporation  in advance of 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 Section 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
Section VI.

         6.7  Modification.  The duties of the  Corporation  to indemnify and to
advance  expenses to a director or officer  provided in this Section 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  Section 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.

         The Company carries a liability  insurance  policy for its officers and
directors.

Item 7.           Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                        5
Item 8.           Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

         No.         Exhibit                                            Page
       -----         --------                                          ------
         4           Common Stock Certificate*                           --

         5           Opinion of Elias, Matz, Tiernan & Herrick          E - 1
                       L.L.P. as to the legality of the securities

         23.1        Consent of Elias, Matz, Tiernan & Herrick           --
                     L.L.P. (contained in the opinion included
                      as Exhibit 5)

         23.2        Consent of Deloitte & Touche                       E - 3

         24          Power of attorney for any subsequent                --
                      amendments (located in the signature pages)

         99.1        Employee Stock Compensation Program                E - 4

         99.2        1995 Stock Option Plan                            E - 19

         99.3        1995 Employee Stock Purchase Plan                 E - 29

---------------------
*        Incorporated by reference from the Company's Current Report on Form 8-K
(Commission File No. 0-29709) filed with the Commission on February 24, 2000.

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:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in the  prospectus  any facts or events  arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  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

                                        6
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 volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the  effective  registration  statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Registrant  pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of 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.

         4.  That, for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                        7
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 Commonwealth of Pennsylvania on May 30, 2000.

                                    HARLEYSVILLE SAVINGS FINANCIAL CORPORATION

                                      By: /s/ Edward J. Molnar
                                          --------------------
                                          Edward J. Molnar
                                          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 dates indicated. Each person whose signature appears below
hereby  makes,  constitutes  and  appoints  Edward J. Molnar his or her true and
lawful  attorney,  with full power to sign for such person and in such  person's
name and capacity  indicated  below, and with full power of substitution any and
all amendments to this Registration  Statement,  hereby ratifying and confirming
such  person's  signature  as it may be signed by said  attorney  to any and all
amendments.

          Name                             Title                       Date
--------------------------      ----------------------------    ----------------

/s/ Edward J. Molnar            President, Chief Executive         May 30, 2000
----------------------          Officer and Director
Edward J. Molnar

/s/ Brendan J. McGill           Senior Vice President,             May 30, 2000
------------------------        Treasurer and Chief
Brendan J. McGill               Financial Officer

                                           8
Name                             Title                       Date
--------------------------      --------------------------      ----------------

                                                                   May 30, 2000
/s/ Sandford A. Alderfer        Director
--------------------------
Sandford A. Alderfer

                                                                   May 30, 2000
/s/ Paul W. Barndt              Director
-------------------
Paul W. Barndt

/s/ Philip A. Clemens           Director                           May 30, 2000
--------------------------
Philip A. Clemens

/s/ Mark R. Cummins             Director                           May 30, 2000
-------------------
Mark R. Cummins

/s/ David J. Friesen            Director                           May 30, 2000
-------------------------
David J. Friesen

/s/ George W. Meschter          Director                           May 30, 2000
--------------------------
George W. Meschter

                                               9