<PAGE> 1

As filed with the Securities and Exchange Commission on October 26, 1998
                                                        Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GA FINANCIAL, INC.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                        25-1780835
(state or other               (Primary Standard                 (IRS Employer
jurisdiction of           Classification Code Number)        Identification No.)
incorporation or                 
organization)
                
                           4750 CLAIRTON BOULEVARD
                        PITTSBURGH, PENNSYLVANIA 15236
                                (412) 882-9800
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             GREAT AMERICAN FEDERAL SAVINGS AND LOAN ASSOCIATION
                                 401(K) PLAN
                           (Full Title of the Plan)

                                                 COPIES TO:
JOHN M. KISH                                     LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER             THOMAS P. HUTTON, ESQUIRE
GA FINANCIAL, INC.                               MULDOON, MURPHY & FAUCETTE
4750 CLAIRTON BOULEVARD                          5101 WISCONSIN AVENUE, N.W.
PITTSBURGH, PENNSYLVANIA 15236                   WASHINGTON, D.C.  20016
(412) 882-9946                                   (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, 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. / X /

<TABLE>
<CAPTION>

====================================================================================================================
                                                         Proposed
                                                         Maximum              Proposed Maximum          Amount of
         Title of                Amount to be       Offering Price Per       Aggregate Offering       Registration
Securities to be Registered      Registered (1)           Share                  Price(2)                 Fee
--------------------------------------------------------------------------------------------------------------------
  <S>                            <C>                   <C>                        <C>                      <C> 
        Common Stock             71,815
       $.01 par Value                                  $13.6875(3)                $982,968                 $273
--------------------------------------------------------------------------------------------------------------------
  Participation Interests            (4)                   N/A                    N/A                      (5)
====================================================================================================================
(1)    Pursuant to 17 C.F.R. section 230.457(h), where securities are to be offered pursuant to an employee  benefit
       plan, the  aggregate  offering  price and  the amount of the  registration fee shall be computed with respect
       to  the  maximum  number of the  registrant's  securities  issuable under the Plan   that are covered by  the
       Registration Statement as of September 30, 1998, the most recent practicable date.
(2)    Estimated solely for the purpose of calculating the registration fee. 
(3)    Pursuant to 17 C.F.R. section 230.457(c), the  average of  the  high and low  prices reported on the American
       Stock  Exchange as of October 19, 1998.
(4)    Pursuant to 17 C.F.R. section 230.416(c), this registration statement also  covers an indeterminate amount of
       interests  to be offered or sold pursuant to the employee benefit plan described herein.
(5)    Pursuant to Rule 457(h)(2), no separate fee is required for the participation interests.

</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 12
Exhibit Index is on Page 10


                                        1

<PAGE> 2



GA FINANCIAL, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.

      The documents  containing the information  for the Great American  Federal
Savings and Loan Association  401(k) Plan (the "Plan") required by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus supplement pursuant to Rule 424 in reliance on Rule
428.


PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC 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, 1997,  which  includes the  consolidated  statements  of financial
condition of GA  Financial,  Inc. (the  "Company"),  as of December 31, 1997 and
1996,  including the related  consolidated  statements of income,  shareholders'
equity,  and cash flows for each of the years in the period  ended  December 31,
1997, together with related notes and the report of PriceWaterhouseCoopers  LLP,
independent  accountants,  dated January 22, 1998,  except as to the information
presented in Note 19, for which the date is February 3, 1998, and filed with the
SEC (File No. 1-14154) on March 31, 1998.

      (b) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December  31, 1997 and  December  31,  1996,  and the
related  statements  of income  and  changes  in plan  equity for the year ended
December 31, 1997 and the nine months ended  December  31, 1996,  together  with
related  notes and  schedules as required by ERISA filed with the SEC on October
22, 1998.

      (c) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended March 31, and June 30, 1998, (File No.1-14154),  filed with the SEC on May
13, 1998 and August 13, 1998.

      (d) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No.  1-14154),  as declared  effective on February 9, 1996 by the
SEC  pursuant  to  Section  12(b) of the  Securities  Exchange  Act of 1934 (the
"Exchange Act") and Rule 12b-15 promulgated thereunder.

      (e) All documents  filed by the  Registrant  pursuant to Section 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  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE 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


                                      2

<PAGE> 3


DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  statements of financial  condition of the Company as of
December 31, 1997,  and 1996,  the related  consolidated  statements  of income,
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  December 31, 1997,  together with the related notes and the report
of PriceWaterhouseCoopers LLP, independent accountants,  dated January 22, 1998,
except  as to the  information  presented  in Note  19,  for  which  the date is
February 3, 1998, incorporated by reference in this Registration Statement, have
been  incorporated  herein in reliance upon authority of said firm as experts in
accounting and auditing.

      The financial statements of the Plan as of December 31, 1997 and 1996, and
for the year ended  December 31, 1997 and the nine month  period ended  December
31,  1996,   together   with  related   notes,   schedules  and  the  report  of
PriceWaterhouseCoopers   LLP,  independent  accountants,   dated  June  8,  1998
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

            A. Each  person  who was or is made a party or is  threatened  to be
      made  a  party  to or  is  otherwise  involved  in  any  action,  suit  or
      proceeding,  whether  civil,  criminal,  administrative  or  investigative
      (hereinafter a  "proceeding"),  by reason of the fact that he or she is or
      was a Director  or an Officer of the  Corporation  or is or was serving at
      the request of the Corporation as a Director,  Officer,  employee or agent
      of another corporation or of a partnership,  joint venture, trust or other
      enterprise,  including  service with  respect to an employee  benefit plan
      (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
      alleged action in an official capacity as a Director, Officer, employee or
      agent or in any other  capacity  while  serving  as a  Director,  Officer,
      employee or agent,


                                      3

<PAGE> 4



      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

            B. The  right to  indemnification  conferred  in  Section  A of this
      Article  TENTH shall include the right to be paid by the  Corporation  the
      expenses incurred in defending any such proceeding in advance of its final
      disposition   (hereinafter  and  "advancement  of  expenses");   provided,
      however,  that,  if the Delaware  General  Corporation  Law  requires,  an
      advancement  of expenses  incurred by an indemnitee in his or her capacity
      as a Director or Officer (and not in any other  capacity in which  service
      was or is  rendered by such  indemnitee,  including,  without  limitation,
      services to an employee  benefit plan) shall be made only upon delivery to
      the Corporation of an undertaking (hereinafter an "undertaking"), by or on
      behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
      ultimately be determined by final judicial decision from which there is no
      further right to appeal  (hereinafter  a "final  adjudication")  that such
      indemnitee is not entitled to be indemnified  for such expenses under this
      Section or otherwise. The rights to indemnification and to the advancement
      of expenses  conferred in Sections A and B of this Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director, Officer, employee or agent and shall inure to the
      benefit of the indemnitee's heirs, executors and administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall  create  a presumption that the indemnitee has not met the


                                      4

<PAGE> 5



      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

            D. The rights to indemnification  and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or  hereafter  acquire  under any  statute,  the
      Corporation's  Certificate of Incorporation,  Bylaws,  agreement,  vote of
      stockholders or Disinterested Directors or otherwise.

            E. The  Corporation  may  maintain  insurance,  at its  expense,  to
      protect  itself  and any  Director,  Officer,  employee  or  agent  of the
      Corporation   or   subsidiary   or  Affiliate   or  another   corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss,  whether or not the Corporation would have the power to
      indemnify  such person  against such expense,  liability or loss under the
      Delaware General Corporation Law.

            F. The Corporation  may, to the extent  authorized from time to time
      by the Board of  Directors,  grant  rights to  indemnification  and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH:
      --------

            A. Director of this  Corporation  shall not be personally  liable to
      the  Corporation or its  stockholders  for monetary  damages for breach of
      fiduciary duty as a Director,  except for liability: (i) for any breach of
      the Director's  duty of loyalty to the  Corporation  or its  stockholders;
      (ii) for acts or omissions not in good faith or which involve  intentional
      misconduct or a knowing  violation of law;  (iii) under Section 174 of the
      Delaware  General  Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation  Law  is  amended  to  authorize   corporate   action  further
      eliminating  or limiting the personal  liability  of  Directors,  then the
      liability of a Director of the Corporation  shall be eliminated or limited
      to the fullest extent permitted by the Delaware  General  Corporation Law,
      as so amended.

      B.  Any  repeal  or  modification  of  the  foregoing   paragraph  by  the
      stockholders  of the Corporation  shall not adversely  affect any right or
      protection of a Director of the  Corporation  existing at the time of such
      repeal or modification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                      5

<PAGE> 6



Item 8.   List of Exhibits.

      The Plan does not intend to purchase  any common stock  directly  from the
Company,  so no  opinion  concerning  legality  is  required  or  provided.  The
following  exhibits  are  filed  with or  incorporated  by  reference  into this
Registration  Statement on Form S-8 (numbering  corresponds generally to Exhibit
Table in Item 601 of Regulation S-B):

      4     Stock Certificate of common stock of GA Financial, Inc.1

      23.2  Consent of PriceWaterhouseCoopers LLP

      24 Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on the Form S-1 (SEC No. 33-80715),  as amended,
  filed with the SEC on December 21, 1995, and declared effective on February 9,
  1996.

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:

            (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;

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

      PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities and Exchange
      Act of 1934 that are  incorporated  by  reference  into this  Registration
      Statement

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

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



                                      6

<PAGE> 7



      (4)   That for purposes determining any liability under the Securities Act
            of 1933, each filing of the  Registrant's  annual report pursuant to
            section  13(a) or section  15(d) of the  Securities  Exchange Act of
            1934 (and,  where  applicable,  each filing of an  employee  benefit
            plan's annual  report  pursuant to section  15(d) of the  Securities
            Exchange  Act of 1934)  that is  incorporated  by  reference  in 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.

      (5)   That 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 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.


                                      7

<PAGE> 8



                                  SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, GA Financial,  Inc.  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 Pittsburgh,  State of Pennsylvania on
October 26, 1998.


                                     GA FINANCIAL, INC.



                                     By: /s/ John M. Kish
                                         --------------------------------------
                                         John M. Kish
                                         Chairman 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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below constitutes and appoints John G. Micenko and John M. Kish, either of them,
as  the  true  and  lawful   attorney-in-fact  and  agent  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

    Name                    Title                                   Date
    ----                    -----                                   ----


/s/ John M. Kish            Chairman of the Board and Chief    October 26, 1998
---------------------       Executive Officer (principal               
John M. Kish                executive officer) 


/s/ John G. Micenko
---------------------       President and Director             October 26, 1998
John G. Micenko                                                        


/s/ Raymond G. Suchta
---------------------       Chief Financial Officer and        October 26, 1998
Raymond G. Suchta           Vice President (principal                  
                            accounting and  financial officer)

/s/ Thomas E. Bugel
---------------------       Director                           October 26, 1998
Thomas E. Bugel                                                        


/s/ Darrell J. Hess
---------------------       Director                           October 26, 1998
Darrell J. Hess                                                        



                                   

<PAGE> 9





/s/ Thomas M. Stanton
---------------------       Director                           October 26, 1998
Thomas M. Stanton                                                      

/s/ Robert J. Ventura
---------------------       Director                           October 26, 1998
Robert J. Ventura                                                      

/s/ David R. Wasik
---------------------       Director                           October 26, 1998
David R. Wasik                                                         


THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in  the  City of Pittsburgh, State  of Pennsylvania, on October
26, 1998

                                                             


                            Plan Administrator:      GREAT  AMERICAN  FEDERAL
                                                     SAVINGS   AND  LOAN
                                                     ASSOCIATION

                                                     By: /s/ John G. Micenko
                                                         -----------------------
                                                         John G. Micenko
                                                         President





<PAGE> 10

<TABLE>
<CAPTION>


                                           EXHIBIT INDEX
                                           -------------

                                                                                            Sequentially
                                                                                              Numbered
                                                                                                Page
 Exhibit No.   Description                  Method of Filing                                  Location
------------   ----------------             ------------------------------------------      ------------

     <S>       <C>                          <C>                                                  <C>
      4        Stock Certificate of GA      Incorporated herein by reference from the            --
               Financial, Inc.              Exhibits of the Registrant's Form S-1, as
                                            amended, filed with the SEC on December
                                            21, 1995, and declared effective on
                                            February 9, 1996.

     23        Consent of                   Filed herewith                                       12
               PriceWaterhouse-
               Coopers LLP

     24        Power of Attorney            Located on the signature page.                        8

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30757}]
{"company-data": {"conformed-name": "GA FINANCIAL INC/PA", "cik": "0001005313", "assigned-sic": "6035", "irs-number": "251780835", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66107", "film-number": "98730540"}, "business-address": {"street1": "4750 CLAIRTON BLVD", "city": "PITTSBURGH", "state": "PA", "zip": "15236", "phone": "4128829800"}, "mail-address": {"street1": "4750 CLAIRTON BLVD", "city": "PITTSBURGH", "state": "PA", "zip": "15236"}}
1

As filed with the Securities and Exchange Commission on October 26, 1998
                                                        Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GA FINANCIAL, INC.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                        25-1780835
(state or other               (Primary Standard                 (IRS Employer
jurisdiction of           Classification Code Number)        Identification No.)
incorporation or                 
organization)
                
                           4750 CLAIRTON BOULEVARD
                        PITTSBURGH, PENNSYLVANIA 15236
                                (412) 882-9800
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             GREAT AMERICAN FEDERAL SAVINGS AND LOAN ASSOCIATION
                                 401(K) PLAN
                           (Full Title of the Plan)

                                                 COPIES TO:
JOHN M. KISH                                     LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER             THOMAS P. HUTTON, ESQUIRE
GA FINANCIAL, INC.                               MULDOON, MURPHY & FAUCETTE
4750 CLAIRTON BOULEVARD                          5101 WISCONSIN AVENUE, N.W.
PITTSBURGH, PENNSYLVANIA 15236                   WASHINGTON, D.C.  20016
(412) 882-9946                                   (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, 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. / X /
====================================================================================================================
                                                         Proposed
                                                         Maximum              Proposed Maximum          Amount of
         Title of                Amount to be       Offering Price Per       Aggregate Offering       Registration
Securities to be Registered      Registered (1)           Share                  Price(2)                 Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock             71,815
       $.01 par Value                                  $13.6875(3)                $982,968                 $273
--------------------------------------------------------------------------------------------------------------------
  Participation Interests            (4)                   N/A                    N/A                      (5)
====================================================================================================================
(1)    Pursuant to 17 C.F.R. section 230.457(h), where securities are to be offered pursuant to an employee  benefit
       plan, the  aggregate  offering  price and  the amount of the  registration fee shall be computed with respect
       to  the  maximum  number of the  registrant's  securities  issuable under the Plan   that are covered by  the
       Registration Statement as of September 30, 1998, the most recent practicable date.
(2)    Estimated solely for the purpose of calculating the registration fee. 
(3)    Pursuant to 17 C.F.R. section 230.457(c), the  average of  the  high and low  prices reported on the American
       Stock  Exchange as of October 19, 1998.
(4)    Pursuant to 17 C.F.R. section 230.416(c), this registration statement also  covers an indeterminate amount of
       interests  to be offered or sold pursuant to the employee benefit plan described herein.
(5)    Pursuant to Rule 457(h)(2), no separate fee is required for the participation interests.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 12
Exhibit Index is on Page 10

                                        1
2

GA FINANCIAL, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.

      The documents  containing the information  for the Great American  Federal
Savings and Loan Association  401(k) Plan (the "Plan") required by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus supplement pursuant to Rule 424 in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC 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, 1997,  which  includes the  consolidated  statements  of financial
condition of GA  Financial,  Inc. (the  "Company"),  as of December 31, 1997 and
1996,  including the related  consolidated  statements of income,  shareholders'
equity,  and cash flows for each of the years in the period  ended  December 31,
1997, together with related notes and the report of PriceWaterhouseCoopers  LLP,
independent  accountants,  dated January 22, 1998,  except as to the information
presented in Note 19, for which the date is February 3, 1998, and filed with the
SEC (File No. 1-14154) on March 31, 1998.

      (b) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December  31, 1997 and  December  31,  1996,  and the
related  statements  of income  and  changes  in plan  equity for the year ended
December 31, 1997 and the nine months ended  December  31, 1996,  together  with
related  notes and  schedules as required by ERISA filed with the SEC on October
22, 1998.

      (c) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended March 31, and June 30, 1998, (File No.1-14154),  filed with the SEC on May
13, 1998 and August 13, 1998.

      (d) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No.  1-14154),  as declared  effective on February 9, 1996 by the
SEC  pursuant  to  Section  12(b) of the  Securities  Exchange  Act of 1934 (the
"Exchange Act") and Rule 12b-15 promulgated thereunder.

      (e) All documents  filed by the  Registrant  pursuant to Section 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  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE 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

                                      2
3

DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  statements of financial  condition of the Company as of
December 31, 1997,  and 1996,  the related  consolidated  statements  of income,
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  December 31, 1997,  together with the related notes and the report
of PriceWaterhouseCoopers LLP, independent accountants,  dated January 22, 1998,
except  as to the  information  presented  in Note  19,  for  which  the date is
February 3, 1998, incorporated by reference in this Registration Statement, have
been  incorporated  herein in reliance upon authority of said firm as experts in
accounting and auditing.

      The financial statements of the Plan as of December 31, 1997 and 1996, and
for the year ended  December 31, 1997 and the nine month  period ended  December
31,  1996,   together   with  related   notes,   schedules  and  the  report  of
PriceWaterhouseCoopers   LLP,  independent  accountants,   dated  June  8,  1998
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

            A. Each  person  who was or is made a party or is  threatened  to be
      made  a  party  to or  is  otherwise  involved  in  any  action,  suit  or
      proceeding,  whether  civil,  criminal,  administrative  or  investigative
      (hereinafter a  "proceeding"),  by reason of the fact that he or she is or
      was a Director  or an Officer of the  Corporation  or is or was serving at
      the request of the Corporation as a Director,  Officer,  employee or agent
      of another corporation or of a partnership,  joint venture, trust or other
      enterprise,  including  service with  respect to an employee  benefit plan
      (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
      alleged action in an official capacity as a Director, Officer, employee or
      agent or in any other  capacity  while  serving  as a  Director,  Officer,
      employee or agent,

                                      3
4

      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent  authorized by the Delaware  General  Corporation  Law, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including  attorneys' fees,  judgments,  fines,  ERISA
      excise  taxes or  penalties  and amounts  paid in  settlement)  reasonably
      incurred or suffered by such indemnitee in connection therewith; provided,
      however,  that,  except as provided  in Section C hereof  with  respect to
      proceedings to enforce rights to  indemnification,  the Corporation  shall
      indemnify any such  indemnitee in  connection  with a proceeding  (or part
      thereof)  initiated by such  indemnitee  only if such  proceeding (or part
      thereof) was authorized by the Board of Directors of the Corporation.

            B. The  right to  indemnification  conferred  in  Section  A of this
      Article  TENTH shall include the right to be paid by the  Corporation  the
      expenses incurred in defending any such proceeding in advance of its final
      disposition   (hereinafter  and  "advancement  of  expenses");   provided,
      however,  that,  if the Delaware  General  Corporation  Law  requires,  an
      advancement  of expenses  incurred by an indemnitee in his or her capacity
      as a Director or Officer (and not in any other  capacity in which  service
      was or is  rendered by such  indemnitee,  including,  without  limitation,
      services to an employee  benefit plan) shall be made only upon delivery to
      the Corporation of an undertaking (hereinafter an "undertaking"), by or on
      behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
      ultimately be determined by final judicial decision from which there is no
      further right to appeal  (hereinafter  a "final  adjudication")  that such
      indemnitee is not entitled to be indemnified  for such expenses under this
      Section or otherwise. The rights to indemnification and to the advancement
      of expenses  conferred in Sections A and B of this Article  TENTH shall be
      contract rights and such rights shall continue as to an indemnitee who has
      ceased to be a Director, Officer, employee or agent and shall inure to the
      benefit of the indemnitee's heirs, executors and administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall  create  a presumption that the indemnitee has not met the

                                      4
5

      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

            D. The rights to indemnification  and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or  hereafter  acquire  under any  statute,  the
      Corporation's  Certificate of Incorporation,  Bylaws,  agreement,  vote of
      stockholders or Disinterested Directors or otherwise.

            E. The  Corporation  may  maintain  insurance,  at its  expense,  to
      protect  itself  and any  Director,  Officer,  employee  or  agent  of the
      Corporation   or   subsidiary   or  Affiliate   or  another   corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss,  whether or not the Corporation would have the power to
      indemnify  such person  against such expense,  liability or loss under the
      Delaware General Corporation Law.

            F. The Corporation  may, to the extent  authorized from time to time
      by the Board of  Directors,  grant  rights to  indemnification  and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH:
      --------

            A. Director of this  Corporation  shall not be personally  liable to
      the  Corporation or its  stockholders  for monetary  damages for breach of
      fiduciary duty as a Director,  except for liability: (i) for any breach of
      the Director's  duty of loyalty to the  Corporation  or its  stockholders;
      (ii) for acts or omissions not in good faith or which involve  intentional
      misconduct or a knowing  violation of law;  (iii) under Section 174 of the
      Delaware  General  Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation  Law  is  amended  to  authorize   corporate   action  further
      eliminating  or limiting the personal  liability  of  Directors,  then the
      liability of a Director of the Corporation  shall be eliminated or limited
      to the fullest extent permitted by the Delaware  General  Corporation Law,
      as so amended.

      B.  Any  repeal  or  modification  of  the  foregoing   paragraph  by  the
      stockholders  of the Corporation  shall not adversely  affect any right or
      protection of a Director of the  Corporation  existing at the time of such
      repeal or modification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      5
6

Item 8.   List of Exhibits.

      The Plan does not intend to purchase  any common stock  directly  from the
Company,  so no  opinion  concerning  legality  is  required  or  provided.  The
following  exhibits  are  filed  with or  incorporated  by  reference  into this
Registration  Statement on Form S-8 (numbering  corresponds generally to Exhibit
Table in Item 601 of Regulation S-B):

      4     Stock Certificate of common stock of GA Financial, Inc.1

      23.2  Consent of PriceWaterhouseCoopers LLP

      24 Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on the Form S-1 (SEC No. 33-80715),  as amended,
  filed with the SEC on December 21, 1995, and declared effective on February 9,
  1996.

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:

            (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;

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

      PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities and Exchange
      Act of 1934 that are  incorporated  by  reference  into this  Registration
      Statement

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

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

                                      6
7

      (4)   That for purposes determining any liability under the Securities Act
            of 1933, each filing of the  Registrant's  annual report pursuant to
            section  13(a) or section  15(d) of the  Securities  Exchange Act of
            1934 (and,  where  applicable,  each filing of an  employee  benefit
            plan's annual  report  pursuant to section  15(d) of the  Securities
            Exchange  Act of 1934)  that is  incorporated  by  reference  in 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.

      (5)   That 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 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.

                                      7
8

                                  SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, GA Financial,  Inc.  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 Pittsburgh,  State of Pennsylvania on
October 26, 1998.

                                     GA FINANCIAL, INC.

                                     By: /s/ John M. Kish
                                         --------------------------------------
                                         John M. Kish
                                         Chairman 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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below constitutes and appoints John G. Micenko and John M. Kish, either of them,
as  the  true  and  lawful   attorney-in-fact  and  agent  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

    Name                    Title                                   Date
    ----                    -----                                   ----

/s/ John M. Kish            Chairman of the Board and Chief    October 26, 1998
---------------------       Executive Officer (principal               
John M. Kish                executive officer) 

/s/ John G. Micenko
---------------------       President and Director             October 26, 1998
John G. Micenko                                                        

/s/ Raymond G. Suchta
---------------------       Chief Financial Officer and        October 26, 1998
Raymond G. Suchta           Vice President (principal                  
                            accounting and  financial officer)

/s/ Thomas E. Bugel
---------------------       Director                           October 26, 1998
Thomas E. Bugel                                                        

/s/ Darrell J. Hess
---------------------       Director                           October 26, 1998
Darrell J. Hess
9

/s/ Thomas M. Stanton
---------------------       Director                           October 26, 1998
Thomas M. Stanton                                                      

/s/ Robert J. Ventura
---------------------       Director                           October 26, 1998
Robert J. Ventura                                                      

/s/ David R. Wasik
---------------------       Director                           October 26, 1998
David R. Wasik                                                         

THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in  the  City of Pittsburgh, State  of Pennsylvania, on October
26, 1998

                                                             

                            Plan Administrator:      GREAT  AMERICAN  FEDERAL
                                                     SAVINGS   AND  LOAN
                                                     ASSOCIATION

                                                     By: /s/ John G. Micenko
                                                         -----------------------
                                                         John G. Micenko
                                                         President
10
EXHIBIT INDEX
                                           -------------

                                                                                            Sequentially
                                                                                              Numbered
                                                                                                Page
 Exhibit No.   Description                  Method of Filing                                  Location
------------   ----------------             ------------------------------------------      ------------
4        Stock Certificate of GA      Incorporated herein by reference from the            --
               Financial, Inc.              Exhibits of the Registrant's Form S-1, as
                                            amended, filed with the SEC on December
                                            21, 1995, and declared effective on
                                            February 9, 1996.

     23        Consent of                   Filed herewith                                       12
               PriceWaterhouse-
               Coopers LLP

     24        Power of Attorney            Located on the signature page.                        8