As filed with the Securities and Exchange Commission on June 27, 2003.

                                                      Registration No. 333-_____

                       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
                    ----------------------------------------
                    (Address of principal executive offices)

     WSFS Financial Corporation Amended and Restated 1997 Stock Option Plan
     ----------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Mark A. Turner
                             Chief Financial Officer
                           WSFS Financial Corporation
                                838 Market Street
                           Wilmington, Delaware 19889
                                 (302) 571-7160
                    ----------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:
                                   ----------
                               John J. Spidi, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE
==================  =============== ======================= ===================== ==================
       Title of                        Proposed Maximum         Proposed Maximum         Amount of
     Securities to  Amount to be          Offering             Aggregate Offering       Registration
     be Registered  Registered (1)     Price Per Share              Price (2)             Fee (2)
     -------------  --------------     ---------------              ---------             -------
<S>                <C>                 <C>                     <C>                   <C>
Common Stock
$0.01 par value      450,000 shares        $36.91(2)               $16,609,500           $1,343.71
per share
==================  =============== ======================= ===================== ==================
</TABLE>
(1)      Maximum number of additional  shares  issuable under the WSFS Financial
         Corporation Amended and Restated 1997 Stock Option Plan, as such amount
         may be increased in accordance with said plan in the event of a merger,
         consolidation, recapitalization, stock dividend, stock split or similar
         event involving the Registrant.
(2)      In accordance with Rule 457(h) the registration fee has been calculated
         based upon the average of the high and low selling prices of the common
         stock of the  Registrant as reported on the Nasdaq  National  Market on
         June 25, 2003 of $36.91 per share ($16,609,500 in aggregate).

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>

                                  * * * * * * *



Note: This registration  statement registers 450,000 additional shares of Common
Stock of the  Registrant  to be  issued  under  the WSFS  Financial  Corporation
Amended  and  Restated  1997  Stock  Option  Plan  for  which  two  registration
statements on Form S-8,  (Commission File No. 333-26099 and File No. 333-40032),
have been filed and are effective.  In accordance with General  Instruction E to
Form S-8, this registration  statement incorporates by reference the contents of
such prior registration statements.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Wilmington in the State of Delaware,  as of June 26,
2003.


                                        WSFS FINANCIAL CORPORATION


Date:  June 26, 2003                    BY: /s/Marvin N. Schoenhals
                                            ------------------------------------
                                            Marvin N. Schoenhals
                                            Chairman and President

                                POWER OF ATTORNEY

         We,  the   undersigned   directors  and  officers  of  WSFS   Financial
Corporation,  do hereby severally constitute and appoint Marvin N. Schoenhals as
our true and lawful attorney and agent, to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated  below which said Marvin N.
Schoenhals   June  deem   necessary  or  advisable  to  enable  WSFS   Financial
Corporation,  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that  said  Marvin  N.  Schoenhals  shall  do or cause to be done by  virtue
hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date:  June 26, 2003                      BY: /s/Marvin N. Schoenhals
                                              ----------------------------------
                                              Marvin N. Schoenhals
                                              Chairman, President and Director
                                              (Principal Executive Officer)


Date:  June 26, 2003                      BY: /s/Charles G. Cheleden
                                              ----------------------------------
                                              Charles G. Cheleden
                                              Vice Chairman and Director



<PAGE>

Date:  June 26, 2003         BY: /s/John F. Downey
                                 --------------------------------------------
                                 John F. Downey
                                 Director

Date:  June 26, 2003         BY: /s/Linda C. Drake
                                 --------------------------------------------
                                 Linda C. Drake
                                 Director

Date:  June 26, 2003         BY: /s/David E. Hollowell
                                 --------------------------------------------
                                 David E. Hollowell
                                 Director

Date:  June 26, 2003         BY: /s/Joseph R. Julian
                                 --------------------------------------------
                                 Joseph R. Julian
                                 Director

Date:  June 26, 2003         BY: /s/Thomas P. Preston
                                 --------------------------------------------
                                 Thomas P. Preston
                                 Director

Date:  June 26, 2003         BY: /s/Clairbourne D. Smith
                                 --------------------------------------------
                                 Claibourne D. Smith
                                 Director

Date:  June 26, 2003         BY: /s/Eugene W. Weaver
                                 --------------------------------------------
                                 Eugene W. Weaver
                                 Director

Date:  June 26, 2003         BY: /s/R. Ted Weschler
                                 --------------------------------------------
                                 R. Ted Weschler
                                 Director

Date:  June 26, 2003         BY: /s/Dale E. Wolf
                                 --------------------------------------------
                                 Dale E. Wolf
                                 Vice Chairman and Director

Date:  June 26, 2003         BY: /s/Mark A. Turner
                                 --------------------------------------------
                                 Mark A. Turner
                                 Chief Operating Officer and
                                 Chief Financial Officer
                                 (Principal Accounting and Financial Officer)

<PAGE>

                                INDEX TO EXHIBITS




Exhibit                                 Description
-------                                 -----------

     5.1               Opinion of Malizia Spidi & Fisch, PC as to the validity
                       of the Common Stock being registered

    23.1               Consent of Malizia Spidi & Fisch, PC (appears in their
                       opinion filed as Exhibit 5.1)

    23.2               Consent of KPMG LLP

    24                 Reference is made to the Signatures section of this
                       Registration Statement for the Power of Attorney
                       contained therein

    99.1               WSFS Financial Corporation
                       Amended and Restated 1997 Stock Option Plan

    99.2               Form of Stock  Option  Agreement  to be entered into with
                       Optionees with respect to Incentive Stock Options granted
                       under the WSFS  Financial  Corporation  1997 Stock Option
                       Plan  (incorporated  by  reference to Exhibit 99.2 to the
                       Company's Registration Statement on Form S-8 (File No.
                       333-26099))

    99.3               Form of Stock Option Agreement to be entered into with
                       Optionees with respect to Non-Incentive Stock Options
                       granted under the WSFS Financial Corporation 1997 Stock
                       Option Plan (incorporated by reference to Exhibit 99.3
                       to the Company's Registration Statement on Form S-8
                       (File No. 333-26099))

    99.4               Form of Agreement to be entered into with  Optionees with
                       respect to Stock  Appreciation  Rights  granted under the
                       WSFS  Financial   Corporation   1997  Stock  Option  Plan
                       (incorporated   by  reference  to  Exhibit  99.4  to  the
                       Company's  Registration  Statement  on Form S-8 (File No.
                       333-26099))
[{"type": "S-8", "sequence": "1", "filename": "s8_062703-0312.txt", "description": "FORM", "secsgml_size_bytes": 12130}]
{"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": "333-106561", "film-number": "03760186"}, "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 June 27, 2003.

                                                      Registration No. 333-_____

                       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
                    ----------------------------------------
                    (Address of principal executive offices)

     WSFS Financial Corporation Amended and Restated 1997 Stock Option Plan
     ----------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Mark A. Turner
                             Chief Financial Officer
                           WSFS Financial Corporation
                                838 Market Street
                           Wilmington, Delaware 19889
                                 (302) 571-7160
                    ----------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:
                                   ----------
                               John J. Spidi, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
CALCULATION OF REGISTRATION FEE
==================  =============== ======================= ===================== ==================
       Title of                        Proposed Maximum         Proposed Maximum         Amount of
     Securities to  Amount to be          Offering             Aggregate Offering       Registration
     be Registered  Registered (1)     Price Per Share              Price (2)             Fee (2)
     -------------  --------------     ---------------              ---------             -------
Common Stock
$0.01 par value      450,000 shares        $36.91(2)               $16,609,500           $1,343.71
per share
==================  =============== ======================= ===================== ==================
(1)      Maximum number of additional  shares  issuable under the WSFS Financial
         Corporation Amended and Restated 1997 Stock Option Plan, as such amount
         may be increased in accordance with said plan in the event of a merger,
         consolidation, recapitalization, stock dividend, stock split or similar
         event involving the Registrant.
(2)      In accordance with Rule 457(h) the registration fee has been calculated
         based upon the average of the high and low selling prices of the common
         stock of the  Registrant as reported on the Nasdaq  National  Market on
         June 25, 2003 of $36.91 per share ($16,609,500 in aggregate).

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
* * * * * * *

Note: This registration  statement registers 450,000 additional shares of Common
Stock of the  Registrant  to be  issued  under  the WSFS  Financial  Corporation
Amended  and  Restated  1997  Stock  Option  Plan  for  which  two  registration
statements on Form S-8,  (Commission File No. 333-26099 and File No. 333-40032),
have been filed and are effective.  In accordance with General  Instruction E to
Form S-8, this registration  statement incorporates by reference the contents of
such prior registration statements.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Wilmington in the State of Delaware,  as of June 26,
2003.

                                        WSFS FINANCIAL CORPORATION

Date:  June 26, 2003                    BY: /s/Marvin N. Schoenhals
                                            ------------------------------------
                                            Marvin N. Schoenhals
                                            Chairman and President

                                POWER OF ATTORNEY

         We,  the   undersigned   directors  and  officers  of  WSFS   Financial
Corporation,  do hereby severally constitute and appoint Marvin N. Schoenhals as
our true and lawful attorney and agent, to do any and all things and acts in our
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the capacities  indicated  below which said Marvin N.
Schoenhals   June  deem   necessary  or  advisable  to  enable  WSFS   Financial
Corporation,  to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that  said  Marvin  N.  Schoenhals  shall  do or cause to be done by  virtue
hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:  June 26, 2003                      BY: /s/Marvin N. Schoenhals
                                              ----------------------------------
                                              Marvin N. Schoenhals
                                              Chairman, President and Director
                                              (Principal Executive Officer)

Date:  June 26, 2003                      BY: /s/Charles G. Cheleden
                                              ----------------------------------
                                              Charles G. Cheleden
                                              Vice Chairman and Director
Date:  June 26, 2003         BY: /s/John F. Downey
                                 --------------------------------------------
                                 John F. Downey
                                 Director

Date:  June 26, 2003         BY: /s/Linda C. Drake
                                 --------------------------------------------
                                 Linda C. Drake
                                 Director

Date:  June 26, 2003         BY: /s/David E. Hollowell
                                 --------------------------------------------
                                 David E. Hollowell
                                 Director

Date:  June 26, 2003         BY: /s/Joseph R. Julian
                                 --------------------------------------------
                                 Joseph R. Julian
                                 Director

Date:  June 26, 2003         BY: /s/Thomas P. Preston
                                 --------------------------------------------
                                 Thomas P. Preston
                                 Director

Date:  June 26, 2003         BY: /s/Clairbourne D. Smith
                                 --------------------------------------------
                                 Claibourne D. Smith
                                 Director

Date:  June 26, 2003         BY: /s/Eugene W. Weaver
                                 --------------------------------------------
                                 Eugene W. Weaver
                                 Director

Date:  June 26, 2003         BY: /s/R. Ted Weschler
                                 --------------------------------------------
                                 R. Ted Weschler
                                 Director

Date:  June 26, 2003         BY: /s/Dale E. Wolf
                                 --------------------------------------------
                                 Dale E. Wolf
                                 Vice Chairman and Director

Date:  June 26, 2003         BY: /s/Mark A. Turner
                                 --------------------------------------------
                                 Mark A. Turner
                                 Chief Operating Officer and
                                 Chief Financial Officer
                                 (Principal Accounting and Financial Officer)
INDEX TO EXHIBITS

Exhibit                                 Description
-------                                 -----------

     5.1               Opinion of Malizia Spidi & Fisch, PC as to the validity
                       of the Common Stock being registered

    23.1               Consent of Malizia Spidi & Fisch, PC (appears in their
                       opinion filed as Exhibit 5.1)

    23.2               Consent of KPMG LLP

    24                 Reference is made to the Signatures section of this
                       Registration Statement for the Power of Attorney
                       contained therein

    99.1               WSFS Financial Corporation
                       Amended and Restated 1997 Stock Option Plan

    99.2               Form of Stock  Option  Agreement  to be entered into with
                       Optionees with respect to Incentive Stock Options granted
                       under the WSFS  Financial  Corporation  1997 Stock Option
                       Plan  (incorporated  by  reference to Exhibit 99.2 to the
                       Company's Registration Statement on Form S-8 (File No.
                       333-26099))

    99.3               Form of Stock Option Agreement to be entered into with
                       Optionees with respect to Non-Incentive Stock Options
                       granted under the WSFS Financial Corporation 1997 Stock
                       Option Plan (incorporated by reference to Exhibit 99.3
                       to the Company's Registration Statement on Form S-8
                       (File No. 333-26099))

    99.4               Form of Agreement to be entered into with  Optionees with
                       respect to Stock  Appreciation  Rights  granted under the
                       WSFS  Financial   Corporation   1997  Stock  Option  Plan
                       (incorporated   by  reference  to  Exhibit  99.4  to  the
                       Company's  Registration  Statement  on Form S-8 (File No.
                       333-26099))