<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on April 29, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               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)

                    WSFS Financial Corporation
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)
<TABLE>
<CAPTION>
<S>                               <C>                     <C>
Marvin N. Schoenhals, President    with copies to    James C. Stewart, Esquire
WSFS Financial Corporation                           Daniel L. Hogans, Esquire
838 Market Street                          Housley Kantarian & Bronstein, P.C.
Wilmington, Delaware 19899                    1220 19th Street N.W., Suite 700
---------------------------------                     Washington, D.C.  20036
(Name and Address of Agent For Service)
</TABLE>

                        (302) 792-6000
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
===================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of                           Proposed Maximum   Proposed Maximum    Amount of
Securities to     Amount to be     Offering Price    Aggregate Offering Registration
be registered      registered        Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$1.00 par value      625,000 (1)      $   (2)        $7,267,625 (2)   $2,202.31
=====================================================================================
<FN>
(1)  Maximum number of shares issuable under the WSFS Financial Corporation
     1997 Stock Option Plan, as such amount may be increased in accordance with
     said plan in the event of a merger, consolidation, recapitalization or
     similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia,
     based upon the price at which the options may be exercised.  625,000
     shares are being registered hereby, of which 16,000 are under option at a
     weighted average exercise price of $11.75 per share ($188,000 in the
     aggregate).  The remainder of such shares, which are not presently subject
     to option (609,000 shares), are being registered 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 April 22, 1997 of $11.625 per
     share ($7,079,625 in the aggregate).  Therefore, the total amount of the
     offering being registered herein is $7,267,625.
</FN>
/TABLE
<PAGE>
<PAGE>                 PART I

          INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the WSFS Financial Corporation 1997 Stock Option Plan (the
"Plan") in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements filed under Rule 424.

                       PART II

   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     WSFS Financial Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as filed with the Commission on
March 28, 1997 (Commission File No. 0-16668).

     (b)  The description of the Company's securities contained
in its Registration Statement on Form 8-A as filed with the
Commission on July 7, 1989 (Commission File No. 0-16668).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation 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 

<PAGE>
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

     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS

     1.    The undersigned registrant hereby undertakes:

           (a)  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 the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, <PAGE>
<PAGE>
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; 

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

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

           (b)  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 the securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (c)  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.

           (d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements.  Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

     2.  The undersigned registrant hereby undertakes 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
(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 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.

     3.  The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
<PAGE>
<PAGE>
     4.   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>
<PAGE>
                       SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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, State of Delaware, on
April 24, 1997.
                         WSFS FINANCIAL CORPORATION

                         By:/s/ Marvin N. Schoenhals
                            ------------------------------
                            Marvin N. Schoenhals
                            President and Chief Executive Officer
                            (Duly Authorized Representative)

                      POWER OF ATTORNEY
     We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable Marvin N. Schoenhals 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 on Form S-8 of
WSFS Financial Corporation common stock that may be awarded
pursuant to the WSFS Financial Corporation 1997 Stock Option
Plan, including specifically, but not limited to, power and
authority to sign for 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 thereof.

     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>
Signatures                       Title                        Date
-----------                      -----                        -----
<S>                           <C>                            <C>
/s/ Marvin N. Schoenhals     Chairman, President, Chief      April 24, 1997 
--------------------------   Executive Officer
Marvin N. Schoenhals         (Chief Executive Officer)    
                        

/s/ R. William Abbott        Executive Vice President and    April 24, 1997
--------------------------   Chief Financial Officer
R. William Abbott            (Chief Financial and Accounting Officer)

/s/ Charles G. Cheleden      Vice Chairman and Director      April 24, 1997
--------------------------
Charles G. Cheleden     
  
/s/ Joseph R. Julian         Director                        April 24, 1997
--------------------------
Joseph R. Julian        
  
/s/ David E. Hollowell       Director                        April 24, 1997
--------------------------
David E. Hollowell      
  
/s/ Thomas P. Preston        Director                        April 24, 1997
--------------------------
Thomas P. Preston       
                             Director                        April __, 1997
--------------------------
Michele M. Rollins      
                             Director                        April __, 1997
-------------------------
Claibourne D. Smith     

/s/ R. Ted Weschler          Director                        April 24, 1997
--------------------------
R. Ted Weschler                                 
__________________________   Director                        April __, 1997
Dale E. Wolf
</TABLE>                <PAGE>
<PAGE>
                    INDEX TO EXHIBITS


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

5           Opinion of Housley Kantarian & Bronstein, P.C.
            as to the legality of the Common Stock being
            registered 

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants

99.1        WSFS Financial Corporation 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

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

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

99.5        Form of Notice of Phantom Stock Award
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20979}]
{"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": "333-26099", "film-number": "97590330"}, "business-address": {"street1": "838 MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3025717160"}, "mail-address": {"street1": "838 MARKET STREET", "city": "WILMINGTON", "state": "DE", "zip": "19899"}, "former-company": {"former-conformed-name": "STAR STATES CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission 
                        on April 29, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               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)

                    WSFS Financial Corporation
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)
Marvin N. Schoenhals, President    with copies to    James C. Stewart, Esquire
WSFS Financial Corporation                           Daniel L. Hogans, Esquire
838 Market Street                          Housley Kantarian & Bronstein, P.C.
Wilmington, Delaware 19899                    1220 19th Street N.W., Suite 700
---------------------------------                     Washington, D.C.  20036
(Name and Address of Agent For Service)
(302) 792-6000
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of                           Proposed Maximum   Proposed Maximum    Amount of
Securities to     Amount to be     Offering Price    Aggregate Offering Registration
be registered      registered        Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$1.00 par value      625,000 (1)      $   (2)        $7,267,625 (2)   $2,202.31
=====================================================================================
(1)  Maximum number of shares issuable under the WSFS Financial Corporation
     1997 Stock Option Plan, as such amount may be increased in accordance with
     said plan in the event of a merger, consolidation, recapitalization or
     similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia,
     based upon the price at which the options may be exercised.  625,000
     shares are being registered hereby, of which 16,000 are under option at a
     weighted average exercise price of $11.75 per share ($188,000 in the
     aggregate).  The remainder of such shares, which are not presently subject
     to option (609,000 shares), are being registered 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 April 22, 1997 of $11.625 per
     share ($7,079,625 in the aggregate).  Therefore, the total amount of the
     offering being registered herein is $7,267,625.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the WSFS Financial Corporation 1997 Stock Option Plan (the
"Plan") in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements filed under Rule 424.

                       PART II

   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     WSFS Financial Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as filed with the Commission on
March 28, 1997 (Commission File No. 0-16668).

     (b)  The description of the Company's securities contained
in its Registration Statement on Form 8-A as filed with the
Commission on July 7, 1989 (Commission File No. 0-16668).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation 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

     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS

     1.    The undersigned registrant hereby undertakes:

           (a)  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 the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; 

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

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

           (b)  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 the securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (c)  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.

           (d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements.  Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

     2.  The undersigned registrant hereby undertakes 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
(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 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.

     3.  The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
4.   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.
SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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, State of Delaware, on
April 24, 1997.
                         WSFS FINANCIAL CORPORATION

                         By:/s/ Marvin N. Schoenhals
                            ------------------------------
                            Marvin N. Schoenhals
                            President and Chief Executive Officer
                            (Duly Authorized Representative)

                      POWER OF ATTORNEY
     We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable Marvin N. Schoenhals 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 on Form S-8 of
WSFS Financial Corporation common stock that may be awarded
pursuant to the WSFS Financial Corporation 1997 Stock Option
Plan, including specifically, but not limited to, power and
authority to sign for 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 thereof.

     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.
Signatures                       Title                        Date
-----------                      -----                        -----
/s/ Marvin N. Schoenhals     Chairman, President, Chief      April 24, 1997 
--------------------------   Executive Officer
Marvin N. Schoenhals         (Chief Executive Officer)    
                        

/s/ R. William Abbott        Executive Vice President and    April 24, 1997
--------------------------   Chief Financial Officer
R. William Abbott            (Chief Financial and Accounting Officer)

/s/ Charles G. Cheleden      Vice Chairman and Director      April 24, 1997
--------------------------
Charles G. Cheleden     
  
/s/ Joseph R. Julian         Director                        April 24, 1997
--------------------------
Joseph R. Julian        
  
/s/ David E. Hollowell       Director                        April 24, 1997
--------------------------
David E. Hollowell      
  
/s/ Thomas P. Preston        Director                        April 24, 1997
--------------------------
Thomas P. Preston       
                             Director                        April __, 1997
--------------------------
Michele M. Rollins      
                             Director                        April __, 1997
-------------------------
Claibourne D. Smith     

/s/ R. Ted Weschler          Director                        April 24, 1997
--------------------------
R. Ted Weschler                                 
__________________________   Director                        April __, 1997
Dale E. Wolf
INDEX TO EXHIBITS

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

5           Opinion of Housley Kantarian & Bronstein, P.C.
            as to the legality of the Common Stock being
            registered 

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants

99.1        WSFS Financial Corporation 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

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

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

99.5        Form of Notice of Phantom Stock Award