As filed with the Securities and Exchange Commission on August 5, 2005.
                                                      Registration No. 333-_____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              _____________________

                           WSFS Financial Corporation
             (Exact Name of Registrant as Specified in Its Charter)
                             ______________________

         Delaware                                                22-2866913
-------------------------------                               ----------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                                838 Market Street
                           Wilmington, Delaware 19899
                                 (302) 792-6000
                    (Address of Principal Executive Offices,
                    Including Zip Code and Telephone Number)

                 WSFS Financial Corporation 2005 Incentive Plan
                            (Full Title of the Plan)

                                                              Copy to:
              MARVIN N. SCHOENHALS                        LAURA G. THATCHER
     President and Chief Executive Officer                Alston & Bird LLP
           WSFS Financial Corporation                    One Atlantic Center
               838 Market Street                  1201 West Peachtree Street, NW
           Wilmington, Delaware 19899               Atlanta, Georgia 30309-3424
                 (302) 792-6000                            (404) 881-7546

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                          Proposed                Proposed
     Title of Securities           Amount to              Maximum                  Maximum               Amount of
       to be Registered          be Registered         Offering Price             Aggregate          Registration Fee
                                                         Per Share             Offering Price
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                     <C>                     <C>
Common Stock, $0.01 par value     400,000 (1)           $58.08 (2)             $23,232,000 (2)           $2,734.41
=========================================================================================================================
</TABLE>

(1)  Amount to be registered  consists of an aggregate of 400,000 shares of WSFS
     Financial Corporation (the "Company") common stock to be issued pursuant to
     the grant or exercise of awards under the WSFS Financial  Corporation  2005
     Incentive Plan (the "Plan"),  including additional shares of Company common
     stock  that may become  issuable  in  accordance  with the  adjustment  and
     anti-dilution provisions of the Plan.
(2)  Determined in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, the registration fee calculation is based on the average of the
     high and low prices of the Company's common stock as reported on the Nasdaq
     National Market on August 2, 2005.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                (a) The documents containing the information specified in Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").

                (b) Upon written or oral  request,  WSFS  Financial  Corporation
(the "Company")  will provide,  without  charge,  the documents  incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The Company will also
provide,  without charge, upon written or oral request, other documents required
to be  delivered  to  participants  pursuant to Rule  428(b).  Requests  for the
above-mentioned  information  should  be  directed  to  Bob  Mack,  Senior  Vice
President and  Controller,  at the address and telephone  number on the cover of
this Registration Statement.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") are hereby  incorporated by reference into this
Registration Statement:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2004;

     (2) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2004;

     (3) The description of common stock contained in the Company's Registration
Statement  on Form 8-A filed under  Section 12 of the Exchange Act on January 2,
1986, including all amendments or reports filed for the purpose of updating such
description; and

     (4) All other  documents  subsequently  filed by the  Company  pursuant  to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement  contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference 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.

<PAGE>

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

     The  Company's  Certificate  of  Incorporation,  as amended,  provides  for
indemnification  of  officers  and  directors  of  the  Company  to  the  extent
permissible  under Delaware General  Corporation Law. Section 145 of the General
Corporation  Law of the State of Delaware  authorizes a  corporation's  board of
directors to grant indemnity to directors and officers of the corporation,  when
made, or threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and expenses,
including attorney's fees. In addition, under certain circumstances such persons
may be indemnified  against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation.  Similarly, the corporation,
under certain  circumstances,  is authorized to indemnify directors and officers
of other  corporations  or enterprises who are serving as such at the request of
the corporation,  when such persons are made, or threatened to be made,  parties
to certain  proceedings  by reason of such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorney's  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith;  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate;  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such  proceeding;  or (ii) if
such a quorum cannot be obtained or the quorum so directs,  then by  independent
legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index, which is incorporated here by reference.

<PAGE>

Item 9. Undertakings.

         (a) The undersigned Company hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this 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 this Registration Statement;

                           (iii)  To  include  any  material   information  with
         respect to 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) above do
not apply if the  registration  statement is on Form S-3,  Form S-8, or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

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

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

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company  has  been  advised  that  in  the  opinion  of  the   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful

<PAGE>

defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


                         (signatures on following page)

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wilmington, State of Delaware, on August 4, 2005.


                           WSFS Financial Corporation


                           By:   /s/Marvin N. Schoenhals
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Marvin N. Schoenhals, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  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  attorneys-in-fact  and  agents,  and each of them,  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 any of the,  or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         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.

<TABLE>
<CAPTION>

       Signature                                     Title                                   Date
       ---------                                     -----                                   ----
<S>                                     <C>                                         <C>
/s/Marvin N. Schoenhals
-----------------------------
Marvin N. Schoenhals                      Chairman, President and Chief                 August 4, 2005
                                          Executive Officer
                                          (Principal Executive Officer)

/s/Stephen A. Fowle
------------------------------
Stephen A. Fowle                          Executive Vice President and Chief            August 4, 2005
                                          Financial Officer
                                          (Principal Financial Officer)

/s/Charles G. Cheleden
------------------------------
Charles G. Cheleden                       Director                                      August 4, 2005

<PAGE>

/s/John F. Downey
------------------------------
John F. Downey                            Director                                      August 4, 2005


/s/Linda C. Drake
------------------------------
Linda C. Drake                            Director                                      August 4, 2005


/s/David E. Hollowell
------------------------------
David E. Hollowell                        Director                                      August 4, 2005


/s/Joseph R. Julian
------------------------------
Joseph R. Julian                          Director                                      August 3, 2005


/s/Dennis E. Klima
------------------------------
Dennis E. Klima                           Director                                      August 4, 2005


/s/Calvert A. Morgan, Jr.
------------------------------
Calvert A. Morgan, Jr.                    Director                                      August 4, 2005


/s/Thomas P. Preston
------------------------------
Thomas P. Preston                         Director                                      August 4, 2005



------------------------------
Claibourne D. Smith                       Director                                      August _, 2005


/s/Eugene W. Weaver
------------------------------
Eugene W. Weaver                          Director                                      August 4, 2005



------------------------------
R. Ted Weschler                           Director                                      August _, 2005

</TABLE>

<PAGE>

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>

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

     <S>          <C>
          4.1          Certificate  of  Incorporation  of the  Company,  as amended  (incorporated
                       herein by reference to Exhibit 3.1 of the  Company's  Annual Report on Form
                       10-K for the year ended December 31, 1994).

          4.2          Amended  and  Restated  Bylaws  of  the  Company  (incorporated  herein  by
                       reference to Exhibit 3.2 of the  Company's  Annual  Report on Form 10-K for
                       the year ended December 31, 2003).

          5.1          Opinion of Counsel.

         23.1          Consent of Counsel (included in Exhibit 5.1).

         23.2          Consent of KPMG LLP.

         24.1          Power of Attorney (included on signature page).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s8_080505-0312.txt", "description": "FORM S-8", "secsgml_size_bytes": 20032}]
{"company-data": {"conformed-name": "WSFS FINANCIAL CORP", "cik": "0000828944", "assigned-sic": "6021", "irs-number": "222866913", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127225", "film-number": "051001616"}, "business-address": {"street1": "838 MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3027926000"}, "mail-address": {"street1": "838 MARKET STREET", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": {"former-conformed-name": "STAR STATES CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 5, 2005.
                                                      Registration No. 333-_____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              _____________________

                           WSFS Financial Corporation
             (Exact Name of Registrant as Specified in Its Charter)
                             ______________________

         Delaware                                                22-2866913
-------------------------------                               ----------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                                838 Market Street
                           Wilmington, Delaware 19899
                                 (302) 792-6000
                    (Address of Principal Executive Offices,
                    Including Zip Code and Telephone Number)

                 WSFS Financial Corporation 2005 Incentive Plan
                            (Full Title of the Plan)

                                                              Copy to:
              MARVIN N. SCHOENHALS                        LAURA G. THATCHER
     President and Chief Executive Officer                Alston & Bird LLP
           WSFS Financial Corporation                    One Atlantic Center
               838 Market Street                  1201 West Peachtree Street, NW
           Wilmington, Delaware 19899               Atlanta, Georgia 30309-3424
                 (302) 792-6000                            (404) 881-7546

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                          Proposed                Proposed
     Title of Securities           Amount to              Maximum                  Maximum               Amount of
       to be Registered          be Registered         Offering Price             Aggregate          Registration Fee
                                                         Per Share             Offering Price
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value     400,000 (1)           $58.08 (2)             $23,232,000 (2)           $2,734.41
=========================================================================================================================
(1)  Amount to be registered  consists of an aggregate of 400,000 shares of WSFS
     Financial Corporation (the "Company") common stock to be issued pursuant to
     the grant or exercise of awards under the WSFS Financial  Corporation  2005
     Incentive Plan (the "Plan"),  including additional shares of Company common
     stock  that may become  issuable  in  accordance  with the  adjustment  and
     anti-dilution provisions of the Plan.
(2)  Determined in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, the registration fee calculation is based on the average of the
     high and low prices of the Company's common stock as reported on the Nasdaq
     National Market on August 2, 2005.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                (a) The documents containing the information specified in Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").

                (b) Upon written or oral  request,  WSFS  Financial  Corporation
(the "Company")  will provide,  without  charge,  the documents  incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The Company will also
provide,  without charge, upon written or oral request, other documents required
to be  delivered  to  participants  pursuant to Rule  428(b).  Requests  for the
above-mentioned  information  should  be  directed  to  Bob  Mack,  Senior  Vice
President and  Controller,  at the address and telephone  number on the cover of
this Registration Statement.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") are hereby  incorporated by reference into this
Registration Statement:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2004;

     (2) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2004;

     (3) The description of common stock contained in the Company's Registration
Statement  on Form 8-A filed under  Section 12 of the Exchange Act on January 2,
1986, including all amendments or reports filed for the purpose of updating such
description; and

     (4) All other  documents  subsequently  filed by the  Company  pursuant  to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement  contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference 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.
Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

     The  Company's  Certificate  of  Incorporation,  as amended,  provides  for
indemnification  of  officers  and  directors  of  the  Company  to  the  extent
permissible  under Delaware General  Corporation Law. Section 145 of the General
Corporation  Law of the State of Delaware  authorizes a  corporation's  board of
directors to grant indemnity to directors and officers of the corporation,  when
made, or threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and expenses,
including attorney's fees. In addition, under certain circumstances such persons
may be indemnified  against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation.  Similarly, the corporation,
under certain  circumstances,  is authorized to indemnify directors and officers
of other  corporations  or enterprises who are serving as such at the request of
the corporation,  when such persons are made, or threatened to be made,  parties
to certain  proceedings  by reason of such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorney's  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith;  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate;  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such  proceeding;  or (ii) if
such a quorum cannot be obtained or the quorum so directs,  then by  independent
legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index, which is incorporated here by reference.
Item 9. Undertakings.

         (a) The undersigned Company hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this 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 this Registration Statement;

                           (iii)  To  include  any  material   information  with
         respect to 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) above do
not apply if the  registration  statement is on Form S-3,  Form S-8, or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

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

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

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company  has  been  advised  that  in  the  opinion  of  the   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                         (signatures on following page)
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wilmington, State of Delaware, on August 4, 2005.

                           WSFS Financial Corporation

                           By:   /s/Marvin N. Schoenhals
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Marvin N. Schoenhals, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  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  attorneys-in-fact  and  agents,  and each of them,  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 any of the,  or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         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.
Signature                                     Title                                   Date
       ---------                                     -----                                   ----
/s/Marvin N. Schoenhals
-----------------------------
Marvin N. Schoenhals                      Chairman, President and Chief                 August 4, 2005
                                          Executive Officer
                                          (Principal Executive Officer)

/s/Stephen A. Fowle
------------------------------
Stephen A. Fowle                          Executive Vice President and Chief            August 4, 2005
                                          Financial Officer
                                          (Principal Financial Officer)

/s/Charles G. Cheleden
------------------------------
Charles G. Cheleden                       Director                                      August 4, 2005
/s/John F. Downey
------------------------------
John F. Downey                            Director                                      August 4, 2005

/s/Linda C. Drake
------------------------------
Linda C. Drake                            Director                                      August 4, 2005

/s/David E. Hollowell
------------------------------
David E. Hollowell                        Director                                      August 4, 2005

/s/Joseph R. Julian
------------------------------
Joseph R. Julian                          Director                                      August 3, 2005

/s/Dennis E. Klima
------------------------------
Dennis E. Klima                           Director                                      August 4, 2005

/s/Calvert A. Morgan, Jr.
------------------------------
Calvert A. Morgan, Jr.                    Director                                      August 4, 2005

/s/Thomas P. Preston
------------------------------
Thomas P. Preston                         Director                                      August 4, 2005

------------------------------
Claibourne D. Smith                       Director                                      August _, 2005

/s/Eugene W. Weaver
------------------------------
Eugene W. Weaver                          Director                                      August 4, 2005

------------------------------
R. Ted Weschler                           Director                                      August _, 2005
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
Exhibit Number                        Description
     --------------                        -----------
4.1          Certificate  of  Incorporation  of the  Company,  as amended  (incorporated
                       herein by reference to Exhibit 3.1 of the  Company's  Annual Report on Form
                       10-K for the year ended December 31, 1994).

          4.2          Amended  and  Restated  Bylaws  of  the  Company  (incorporated  herein  by
                       reference to Exhibit 3.2 of the  Company's  Annual  Report on Form 10-K for
                       the year ended December 31, 2003).

          5.1          Opinion of Counsel.

         23.1          Consent of Counsel (included in Exhibit 5.1).

         23.2          Consent of KPMG LLP.

         24.1          Power of Attorney (included on signature page).