Registration No.333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                         PROGRESS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                 23-2413363
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or
 organization)

     Four Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422
       (Address of principal executive offices) (Zip Code)

                         PROGRESS FINANCIAL CORPORATION
                           RESTRICTED STOCK AWARD PLAN

                            (Full title of the plan)

                                 W. Kirk Wycoff
                      President and Chief Executive Officer
                         Progress Financial Corporation
                         Four Sentry Parkway, Suite 200
                          Blue Bell, Pennsylvania 19422
                     (Name and address of agent for service)

                                 (610) 825-8800
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Bruce R. Lesser, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                        350 Sentry Parkway, Building 640
                          Blue Bell, Pennsylvania 19422
                                 (215) 238-0600


<PAGE>

                         CALCULATION OF REGISTRATION FEE


                                     Proposed         Proposed
  Title of                            Maximum          Maximum       Amount of
Securities to be    Amount to be   Offering Price     Aggregate    Registration
  Registered        Registered(1)   Per Share(2)    Offering Price     Fee
--------------      -------------  ---------------  -------------- ------------
Common Stock,
$1.00 par value     77,500 shares     $14.625       $1,133,437.50     $315.10





(1)       Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended,
          this Registration  Statement also covers such additional securities as
          may  hereafter  be  offered  or issued  pursuant  to the  Registrant's
          Restricted Stock Award Plan (the "Plan") to prevent dilution resulting
          from stock splits, stock dividends, recapitalizations or certain other
          capital adjustments.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          in accordance with Rules 457(c) and 457(h)(1) under the Securities Act
          of 1933, as amended (the  "Securities  Act"),  based on the average of
          the high and low prices for the Common Stock,  $1.00 par value, of the
          Registrant  (the  "Common  Stock")  as quoted on The  Nasdaq  National
          Market of the Nasdaq Stock Market, Inc. on February 8, 1999.






<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The   following   documents   filed  by   Progress   Financial
Corporation (the "Registrant" or the "Company") with the Securities and Exchange
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), are incorporated by reference in this Registration Statement:

                  1. The Registrant's Annual Report on Form 10-K for the year 
ended December 31, 1997.

                  2. The  Registrant's  Quarterly  Reports  on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

                  3. The Registrant's Current Reports on Form 8-K, filed with 
the Commission on January 27, 1998 and April 28, 1998.

                  4. The description of the Common Stock contained in the 
Company's Registration Statement
on Form S-1 (Commission File No. 33-59218).

                   All  documents  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement that indicates that all securities  offered hereby
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of any such document.

                   Any  statement  contained  in  a  document   incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware  General  Corporation Law ("DGCL")
sets forth circumstances under which directors,  officers,  employees and agents
may be insured or indemnified  against  liability  which they may incur in their
capacity as such.  The  Certificate of  Incorporation  and Bylaws of the Company
provide that the directors,  officers, employees and agents of the Company shall
be indemnified to the full extent  permitted by law. Such indemnity shall extend
to expenses, including attorney's fees, judgments, fines and amounts paid in the
settlement,  prosecution or defense of the foregoing actions.  Section 102(b)(7)
of the DGCL sets forth circumstances under which a director's personal liability
to a corporation or its  stockholders  for money damages for breach of fiduciary
duty  as  a  director  may  be  eliminated  or  limited.   The   Certificate  of
Incorporation of the Company  provides for the limitation of personal  liability
of  directors  to  stockholders  for  monetary  damages  to the  Company  or its
stockholders  for such director's  breach of fiduciary duty as a director of the
Company to the full extent permitted by law.

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

Item 7.           Exemption from Registration Claimed.

                  Not applicable.
<PAGE>

Item 8.           Exhibits.

                  The following  Exhibits are filed as part of this Registration
Statement:

                  Exhibit No.

                      4     Progress Financial Corporation Restricted Stock 
                            Award Plan.

                      5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

                      23.1  Consent of PricewaterhouseCoopers, LLP, independent 
                            accountants.

                      23.2  Consent of Wolf, Block, Schorr and Solis-Cohen LLP 
                            (contained in Exhibit 5).

                      24    Power of Attorney (included on signature page in 
                            Part II of the Registration Statement).

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, as amended (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 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 and 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.

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 15(d) of the Securities
Exchange Act of 1934, as amended (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.  

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 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.

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


<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Blue Bell,  Pennsylvania,  on this 11th day of
February, 1999.

                         PROGRESS FINANCIAL CORPORATION


                                   By:/s/ W. Kirk Wycoff
                                   Name: W. Kirk Wycoff
                                   Title: President and Chief Executive Officer


                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature   appears   below   constitutes   and  appoints  W.  Kirk  Wycoff  the
undersigned's true and lawful  attorney-in-fact  and agents,  with full power of
substitution and  resubstitution,  for the undersigned and in the  undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration  Statement (including,  without limitation,  post-effective
amendments  to this  Registration  Statement),  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-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 the  undersigned  might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and agents,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Name Title Date


  /s/ W. Kirk Wycoff            Director,President       February 11, 1999
------------------------        Chief Executive
W. Kirk Wycoff                  Officer (Principal 
                                Executive Officer

Name                                        Title                Date


  /s/ Michael B. High           Senior Vice President   February 11, 1999
-----------------------------   and Chief Financial
Michael B. High                 Officer (Principal 
                                Financial and
                                Accounting Officer)


 /s/ John E. F. Corson          Director                February 11, 1999
-----------------------------
John E. F. Corson


 /s/ William O. Daggett, Jr.    Director                February 11, 1999
-----------------------------
William O. Daggett, Jr.


 /s/ H. Wayne Greist            Director                February 11, 1999
-----------------------------
H. Wayne Greist


__________________________      Director
Joseph R. Klinger


 /s/ Paul M. LaNoce             Director                February 11, 1999
-----------------------------
Paul M. LaNoce


 /s/ A. John May, III           Director                February 11, 1999
-----------------------------
A. John May, III


<PAGE>



Name                                        Title              Date


 /s/ William L. Mueller         Director                February 11, 1999
-----------------------------
William L. Mueller


 /s/ Janet E. Paroo             Director                February 11, 1999
-----------------------------
Janet E. Paroo


 /s/ Charles J. Tornetta        Director                February 11, 1999
------------------------------
Charles J. Tornetta



<PAGE>




                         PROGRESS FINANCIAL CORPORATION
                           RESTRICTED STOCK AWARD PLAN


                       REGISTRATION STATEMENT ON FORM S-8


                                  EXHIBIT INDEX



Exhibit No.           Document

4             Progress Financial Corporation Restricted Stock Award Plan.

5             Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

23.1          Consent of PricewaterhouseCoopers, LLP, independent accountants.

23.2          Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
              (contained in Exhibit 5).

24            Power of Attorney (included on signature page in
              Part II of the Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16399}]
{"company-data": {"conformed-name": "PROGRESS FINANCIAL CORP", "cik": "0000790183", "assigned-sic": "6022", "irs-number": "232413363", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72543", "film-number": "99544891"}, "business-address": {"street1": "PO BOX 3036", "city": "BLUE BELL", "state": "PA", "zip": "19422-0764", "phone": "6108258800"}, "mail-address": {"street1": "4 SENTRY PARKWAY", "street2": "SUITE 200", "city": "BLUE BELL", "state": "PA", "zip": "19422-0764"}}
Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                         PROGRESS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                 23-2413363
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or
 organization)

     Four Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422
       (Address of principal executive offices) (Zip Code)

                         PROGRESS FINANCIAL CORPORATION
                           RESTRICTED STOCK AWARD PLAN

                            (Full title of the plan)

                                 W. Kirk Wycoff
                      President and Chief Executive Officer
                         Progress Financial Corporation
                         Four Sentry Parkway, Suite 200
                          Blue Bell, Pennsylvania 19422
                     (Name and address of agent for service)

                                 (610) 825-8800
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Bruce R. Lesser, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                        350 Sentry Parkway, Building 640
                          Blue Bell, Pennsylvania 19422
                                 (215) 238-0600
CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
  Title of                            Maximum          Maximum       Amount of
Securities to be    Amount to be   Offering Price     Aggregate    Registration
  Registered        Registered(1)   Per Share(2)    Offering Price     Fee
--------------      -------------  ---------------  -------------- ------------
Common Stock,
$1.00 par value     77,500 shares     $14.625       $1,133,437.50     $315.10

(1)       Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended,
          this Registration  Statement also covers such additional securities as
          may  hereafter  be  offered  or issued  pursuant  to the  Registrant's
          Restricted Stock Award Plan (the "Plan") to prevent dilution resulting
          from stock splits, stock dividends, recapitalizations or certain other
          capital adjustments.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          in accordance with Rules 457(c) and 457(h)(1) under the Securities Act
          of 1933, as amended (the  "Securities  Act"),  based on the average of
          the high and low prices for the Common Stock,  $1.00 par value, of the
          Registrant  (the  "Common  Stock")  as quoted on The  Nasdaq  National
          Market of the Nasdaq Stock Market, Inc. on February 8, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The   following   documents   filed  by   Progress   Financial
Corporation (the "Registrant" or the "Company") with the Securities and Exchange
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), are incorporated by reference in this Registration Statement:

                  1. The Registrant's Annual Report on Form 10-K for the year 
ended December 31, 1997.

                  2. The  Registrant's  Quarterly  Reports  on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

                  3. The Registrant's Current Reports on Form 8-K, filed with 
the Commission on January 27, 1998 and April 28, 1998.

                  4. The description of the Common Stock contained in the 
Company's Registration Statement
on Form S-1 (Commission File No. 33-59218).

                   All  documents  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement that indicates that all securities  offered hereby
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of any such document.

                   Any  statement  contained  in  a  document   incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware  General  Corporation Law ("DGCL")
sets forth circumstances under which directors,  officers,  employees and agents
may be insured or indemnified  against  liability  which they may incur in their
capacity as such.  The  Certificate of  Incorporation  and Bylaws of the Company
provide that the directors,  officers, employees and agents of the Company shall
be indemnified to the full extent  permitted by law. Such indemnity shall extend
to expenses, including attorney's fees, judgments, fines and amounts paid in the
settlement,  prosecution or defense of the foregoing actions.  Section 102(b)(7)
of the DGCL sets forth circumstances under which a director's personal liability
to a corporation or its  stockholders  for money damages for breach of fiduciary
duty  as  a  director  may  be  eliminated  or  limited.   The   Certificate  of
Incorporation of the Company  provides for the limitation of personal  liability
of  directors  to  stockholders  for  monetary  damages  to the  Company  or its
stockholders  for such director's  breach of fiduciary duty as a director of the
Company to the full extent permitted by law.

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

Item 7.           Exemption from Registration Claimed.

                  Not applicable.
Item 8.           Exhibits.

                  The following  Exhibits are filed as part of this Registration
Statement:

                  Exhibit No.

                      4     Progress Financial Corporation Restricted Stock 
                            Award Plan.

                      5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

                      23.1  Consent of PricewaterhouseCoopers, LLP, independent 
                            accountants.

                      23.2  Consent of Wolf, Block, Schorr and Solis-Cohen LLP 
                            (contained in Exhibit 5).

                      24    Power of Attorney (included on signature page in 
                            Part II of the Registration Statement).

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, as amended (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 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 and 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.

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 15(d) of the Securities
Exchange Act of 1934, as amended (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.  

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
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
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES AND POWER OF ATTORNEY

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Blue Bell,  Pennsylvania,  on this 11th day of
February, 1999.

                         PROGRESS FINANCIAL CORPORATION

                                   By:/s/ W. Kirk Wycoff
                                   Name: W. Kirk Wycoff
                                   Title: President and Chief Executive Officer

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature   appears   below   constitutes   and  appoints  W.  Kirk  Wycoff  the
undersigned's true and lawful  attorney-in-fact  and agents,  with full power of
substitution and  resubstitution,  for the undersigned and in the  undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration  Statement (including,  without limitation,  post-effective
amendments  to this  Registration  Statement),  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-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 the  undersigned  might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and agents,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Name Title Date

  /s/ W. Kirk Wycoff            Director,President       February 11, 1999
------------------------        Chief Executive
W. Kirk Wycoff                  Officer (Principal 
                                Executive Officer

Name                                        Title                Date

  /s/ Michael B. High           Senior Vice President   February 11, 1999
-----------------------------   and Chief Financial
Michael B. High                 Officer (Principal 
                                Financial and
                                Accounting Officer)

 /s/ John E. F. Corson          Director                February 11, 1999
-----------------------------
John E. F. Corson

 /s/ William O. Daggett, Jr.    Director                February 11, 1999
-----------------------------
William O. Daggett, Jr.

 /s/ H. Wayne Greist            Director                February 11, 1999
-----------------------------
H. Wayne Greist

__________________________      Director
Joseph R. Klinger

 /s/ Paul M. LaNoce             Director                February 11, 1999
-----------------------------
Paul M. LaNoce

 /s/ A. John May, III           Director                February 11, 1999
-----------------------------
A. John May, III
Name                                        Title              Date

 /s/ William L. Mueller         Director                February 11, 1999
-----------------------------
William L. Mueller

 /s/ Janet E. Paroo             Director                February 11, 1999
-----------------------------
Janet E. Paroo

 /s/ Charles J. Tornetta        Director                February 11, 1999
------------------------------
Charles J. Tornetta
PROGRESS FINANCIAL CORPORATION
                           RESTRICTED STOCK AWARD PLAN

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.           Document

4             Progress Financial Corporation Restricted Stock Award Plan.

5             Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

23.1          Consent of PricewaterhouseCoopers, LLP, independent accountants.

23.2          Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
              (contained in Exhibit 5).

24            Power of Attorney (included on signature page in
              Part II of the Registration Statement).