Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                                      Commission on May 27, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



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

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

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



         Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
             Harris Financial, Inc. 1999 Incentive Stock Option Plan
                            (Full Title of the Plans)


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



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







<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

<S>                    <C>                                   <C>                <C>                     <C>
Options to Purchase
Common Stock
Common Stock, par
value $.01 per share   26,500 shares (2)                     $13.75 (3)         $364,375                $101

Common Stock, par
value $.01 per share   98,500 shares (4)                     $11.75 (3)         $1,157,375              $322

Common Stock, par
value $.01 per share   175,800 shares (5)                    $12.50 (3)         $2,197,500              $611

Common Stock, par
value $.01 per share   824,200 shares (6)                    $11.75 (3)         $9,684,350              $2,692

        Total:         1,125,000 shares (6)                                     $13,403,600             $3,726
                       ====================                                     ===========             ======
</TABLE>

                                                  --------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Harris  Financial,  Inc.  1999 Stock Option Plan for Outside  Directors
     (the "Stock Option Plan"),  and the Harris  Financial,  Inc. 1999 Incentive
     Stock  Option Plan (the  "Incentive  Plan") as the result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  Common Stock of
     Harris Financial, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of the options  pursuant to 17 C.F.R.  ss.
     230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options  reserved  for  award  pursuant  to  the  Stock  Option  Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Incentive Plan.
(6)  Represents the number of shares currently reserved for issuance pursuant to
     options reserved for award pursuant to the Incentive Plan.


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



<PAGE>


PART I.

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

         This Registration  Statement relates to the registration of (i) options
to purchase up to 125,000 shares of Common Stock of Harris Financial,  Inc. (the
"Company")  pursuant to the Harris  Financial,  Inc.  1999 Stock Option Plan for
Outside Directors (the "Stock Option Plan"); (ii) 125,000 shares of Common Stock
reserved for issuance and delivery  upon the exercise of options under the Stock
Option Plan; (iii) options to purchase up to 1,000,000 shares of Common Stock of
Harris Financial,  Inc.  pursuant to the Harris  Financial,  Inc. 1999 Incentive
Stock Option Plan (the "Incentive  Plan");  and (iv) 1,000,000  shares of Common
Stock  reserved for issuance and delivery upon the exercise of options under the
Incentive Plan.  Documents  containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
Stock  Option Plan and the  Incentive  Plan,  as  appropriate,  as  specified by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and  Exchange  Commission  (the  "Commission"  or "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

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

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

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1998, filed with the Securities and Exchange Commission (the "SEC")
on March 23, 1999, as amended and filed with the SEC on April 8, 1999.

         (b) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the  Exchange  Act since the end of the fiscal year  covered by the
Annual Report referred to above.

         (c) The Company's Proxy  Statement  relating to the Company's April 23,
1999 annual meeting of stockholders, filed with the SEC on March 18, 1998.

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

Item 4.  Description of Securities

         Not applicable.
<PAGE>


Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification  under Section 6.1 or Section 6.2 shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification of the representative is proper in
         the

<PAGE>

          circumstances  because he has met the  applicable  standard of conduct
          set forth in those sections. The determination shall be made:

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

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

          (3)  by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6  Insurance.  The  Corporation  shall  have  the  power  to
         purchase and maintain insurance on behalf of any person who is or was a
         representative  of the  Corporation or is or was serving at the request
         of the Corporation as a  representative  of another domestic or foreign
         corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  that  liability  under the  provisions  of this
         Article VI.

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

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

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

         10.1     Harris Financial, Inc. 1999 Stock Option Plan for Outside
                  Directors (Incorporated by reference to the Registrant's Proxy
                  Statement filed with the SEC on March 18, 1998)

         10.2     Harris Financial, Inc. 1999 Incentive Stock Option Plan
                  (Incorporated by reference to the Registrant's Proxy Statement
                  filed with the SEC on March 18, 1998)

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

<PAGE>

         23.2     Consent of KPMG LLP

         23.2     Consent of Arthur Andersen LLP


Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the 1999 Stock Option Plan for Outside  Directors and the 1999  Incentive  Stock
Option Plan; and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

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


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number                      Description

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

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

         23.2              Consent of KPMG LLP

         23.3              Consent of Arthur Andersen LLP



<PAGE>






         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Harrisburg, State of Pennsylvania,  on this 24th
day of May, 1999.

                                        Harris Financial, Inc.


                                        By:      /s/ Charles C. Pearson, Jr.
                                        Charles C. Pearson, Jr., Chairman,
                                        President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



By:/s/ Charles C. Pearson, Jr.                By:/s/ James L. Durrell
   Charles C. Pearson, Jr., Chairman,            James L. Durrell, Executive
   President and Chief Executive Officer         Vice President and Chief
   (Principal Executive Officer)                 Financial Officer
                                                 (Principal Financial Officer)

Date:     May 24, 1999                        Date:    May 24, 1999


By:/s/ Ernest P. Davis                        By:/s/ Jimmie C. George
   Ernest P. Davis, Director                     Jimmie C. George, Director

Date:    May 24, 1999                         Date:    May 24, 1999


By:/s/ Robert A. Houck                        By:/s/ Bruce S. Isaacman
   Robert A. Houck, Director                     Bruce S. Isaacman, Director

Date:    May 24, 1999                         Date:    May 24, 1999


By:                                           By:/s/ Robert E. Poole
  William E. McClure, Jr., Director              Robert E. Poole, Director

Date:                                         Date:    May 24, 1999


By:/s/ William A. Silverling                  By:/s/ Frank R. Sourbeer
   William A. Silverling, Director               Frank R. Sourbeer, Director

Date:    May 24, 1999                         Date:    May 24, 1999




<PAGE>



By:/s/ Donald B. Springer
   Donald B. Springer, Director

Date:    May 24, 1999






<PAGE>






              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.



<PAGE>








[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]



May 26, 1999                                                      (202) 274-2000

Board of Directors
Harris Financial, Inc.
235 North Second Street
Harrisburg, Pennsylvania  17101

                  Re:      Harris Financial, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the offer and sale of Harris  Financial,  Inc. (the  "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors and the 1999
Incentive  Stock  Option Plan (the  "Plans").  We have  reviewed  the  Company's
Articles of Incorporation,  Registration Statement on Form S-8 (the "Form S-8"),
as well as  applicable  statutes and  regulations  governing the Company and the
offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                   Very truly yours,


                                   /s/  Luse   Lehman   Gorman Pomerenk & Schick
                                   LUSE LEHMAN GORMAN POMERENK & SCHICK
                                   A    Professional Corporation


<PAGE>


                                  EXHIBIT 23.2

                               CONSENT OF KPMG LLP


<PAGE>








                                  Exhibit 23.1

                         Consent of Independent Auditors



The Board of Directors
Harris Financial, Inc.

We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of Harris  Financial,  Inc. of our report dated January 21, 1997 relating to
the consolidated  statements of income,  shareholders' equity and cash flows for
the year ended  December 31, 1996 which report  appears in the December 31, 1998
annual report on Form 10-K of Harris Financial, Inc.

/s/ KPMG LLP

Harrisburg, PA
May 20, 1999


<PAGE>






                         CONSENT OF ARTHUR ANDERSEN LLP


<PAGE>



[LETTERHEAD OF ARTHUR ANDERSEN LLP]








CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 19, 1999
included in Harris  Financial,  Inc.'s Form 10-K for the year ended December 31,
1998.


/s/ Arthur Andersen LLP

Lancaster, Pa.,
 May 20, 1999
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Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                                      Commission on May 27, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

         Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
             Harris Financial, Inc. 1999 Incentive Stock Option Plan
                            (Full Title of the Plans)

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

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

--------------------------------------------------------------------------------------------------------------------
       Title of                                        Proposed               Proposed
      Securities                Amount                  Maximum               Maximum              Amount of
         to be                   to be              Offering Price           Aggregate            Registration
      Registered            Registered (1)             Per Share           Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock
Common Stock, par
value $.01 per share   26,500 shares (2)                     $13.75 (3)         $364,375                $101

Common Stock, par
value $.01 per share   98,500 shares (4)                     $11.75 (3)         $1,157,375              $322

Common Stock, par
value $.01 per share   175,800 shares (5)                    $12.50 (3)         $2,197,500              $611

Common Stock, par
value $.01 per share   824,200 shares (6)                    $11.75 (3)         $9,684,350              $2,692

        Total:         1,125,000 shares (6)                                     $13,403,600             $3,726
                       ====================                                     ===========             ======
--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Harris  Financial,  Inc.  1999 Stock Option Plan for Outside  Directors
     (the "Stock Option Plan"),  and the Harris  Financial,  Inc. 1999 Incentive
     Stock  Option Plan (the  "Incentive  Plan") as the result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  Common Stock of
     Harris Financial, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of the options  pursuant to 17 C.F.R.  ss.
     230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options  reserved  for  award  pursuant  to  the  Stock  Option  Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Incentive Plan.
(6)  Represents the number of shares currently reserved for issuance pursuant to
     options reserved for award pursuant to the Incentive Plan.

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

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

         This Registration  Statement relates to the registration of (i) options
to purchase up to 125,000 shares of Common Stock of Harris Financial,  Inc. (the
"Company")  pursuant to the Harris  Financial,  Inc.  1999 Stock Option Plan for
Outside Directors (the "Stock Option Plan"); (ii) 125,000 shares of Common Stock
reserved for issuance and delivery  upon the exercise of options under the Stock
Option Plan; (iii) options to purchase up to 1,000,000 shares of Common Stock of
Harris Financial,  Inc.  pursuant to the Harris  Financial,  Inc. 1999 Incentive
Stock Option Plan (the "Incentive  Plan");  and (iv) 1,000,000  shares of Common
Stock  reserved for issuance and delivery upon the exercise of options under the
Incentive Plan.  Documents  containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
Stock  Option Plan and the  Incentive  Plan,  as  appropriate,  as  specified by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and  Exchange  Commission  (the  "Commission"  or "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

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

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

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1998, filed with the Securities and Exchange Commission (the "SEC")
on March 23, 1999, as amended and filed with the SEC on April 8, 1999.

         (b) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the  Exchange  Act since the end of the fiscal year  covered by the
Annual Report referred to above.

         (c) The Company's Proxy  Statement  relating to the Company's April 23,
1999 annual meeting of stockholders, filed with the SEC on March 18, 1998.

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

Item 4.  Description of Securities

         Not applicable.
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

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

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

          (3)  by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6  Insurance.  The  Corporation  shall  have  the  power  to
         purchase and maintain insurance on behalf of any person who is or was a
         representative  of the  Corporation or is or was serving at the request
         of the Corporation as a  representative  of another domestic or foreign
         corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  that  liability  under the  provisions  of this
         Article VI.

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

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

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

         10.1     Harris Financial, Inc. 1999 Stock Option Plan for Outside
                  Directors (Incorporated by reference to the Registrant's Proxy
                  Statement filed with the SEC on March 18, 1998)

         10.2     Harris Financial, Inc. 1999 Incentive Stock Option Plan
                  (Incorporated by reference to the Registrant's Proxy Statement
                  filed with the SEC on March 18, 1998)

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

         23.2     Consent of Arthur Andersen LLP

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the 1999 Stock Option Plan for Outside  Directors and the 1999  Incentive  Stock
Option Plan; and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

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

Exhibit Number                      Description

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

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

         23.2              Consent of KPMG LLP

         23.3              Consent of Arthur Andersen LLP
The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Harrisburg, State of Pennsylvania,  on this 24th
day of May, 1999.

                                        Harris Financial, Inc.

                                        By:      /s/ Charles C. Pearson, Jr.
                                        Charles C. Pearson, Jr., Chairman,
                                        President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By:/s/ Charles C. Pearson, Jr.                By:/s/ James L. Durrell
   Charles C. Pearson, Jr., Chairman,            James L. Durrell, Executive
   President and Chief Executive Officer         Vice President and Chief
   (Principal Executive Officer)                 Financial Officer
                                                 (Principal Financial Officer)

Date:     May 24, 1999                        Date:    May 24, 1999

By:/s/ Ernest P. Davis                        By:/s/ Jimmie C. George
   Ernest P. Davis, Director                     Jimmie C. George, Director

Date:    May 24, 1999                         Date:    May 24, 1999

By:/s/ Robert A. Houck                        By:/s/ Bruce S. Isaacman
   Robert A. Houck, Director                     Bruce S. Isaacman, Director

Date:    May 24, 1999                         Date:    May 24, 1999

By:                                           By:/s/ Robert E. Poole
  William E. McClure, Jr., Director              Robert E. Poole, Director

Date:                                         Date:    May 24, 1999

By:/s/ William A. Silverling                  By:/s/ Frank R. Sourbeer
   William A. Silverling, Director               Frank R. Sourbeer, Director

Date:    May 24, 1999                         Date:    May 24, 1999
By:/s/ Donald B. Springer
   Donald B. Springer, Director

Date:    May 24, 1999
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]

May 26, 1999                                                      (202) 274-2000

Board of Directors
Harris Financial, Inc.
235 North Second Street
Harrisburg, Pennsylvania  17101

                  Re:      Harris Financial, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the offer and sale of Harris  Financial,  Inc. (the  "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors and the 1999
Incentive  Stock  Option Plan (the  "Plans").  We have  reviewed  the  Company's
Articles of Incorporation,  Registration Statement on Form S-8 (the "Form S-8"),
as well as  applicable  statutes and  regulations  governing the Company and the
offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                   Very truly yours,

                                   /s/  Luse   Lehman   Gorman Pomerenk & Schick
                                   LUSE LEHMAN GORMAN POMERENK & SCHICK
                                   A    Professional Corporation
EXHIBIT 23.2

                               CONSENT OF KPMG LLP
Exhibit 23.1

                         Consent of Independent Auditors

The Board of Directors
Harris Financial, Inc.

We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of Harris  Financial,  Inc. of our report dated January 21, 1997 relating to
the consolidated  statements of income,  shareholders' equity and cash flows for
the year ended  December 31, 1996 which report  appears in the December 31, 1998
annual report on Form 10-K of Harris Financial, Inc.

/s/ KPMG LLP

Harrisburg, PA
May 20, 1999
CONSENT OF ARTHUR ANDERSEN LLP
[LETTERHEAD OF ARTHUR ANDERSEN LLP]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 19, 1999
included in Harris  Financial,  Inc.'s Form 10-K for the year ended December 31,
1998.

/s/ Arthur Andersen LLP

Lancaster, Pa.,
 May 20, 1999