<PAGE> 1

As filed with the Securities and Exchange Commission on October 14, 1997
                                                       Reg. 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                                        25-1780835
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                             4750 CLAIRTON BOULEVARD
                         PITTSBURGH, PENNSYLVANIA 15236
                                 (412) 882-9946
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               GA FINANCIAL, INC. 1996 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ---------------------------------------
JOHN M. KISH                              COPIES TO:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER      LAWRENCE M.F. SPACCASI, ESQUIRE
GA FINANCIAL, INC.                        PHILIP G. FEIGEN, ESQUIRE
4750 CLAIRTON BOULEVARD                   MULDOON, MURPHY & FAUCETTE
PITTSBURGH, PENNSYLVANIA 15236            5101 WISCONSIN AVENUE, N.W.
(412) 882-9946                            WASHINGTON, D.C.  20016
(Name, address, including zip code,       (202) 362-0840
and telephone number, including area
code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

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>

=======================================================================================================
Title of each Class of         Amount to be      Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered(1)     Price Per Share       Offering Price         Fee
=======================================================================================================
   <S>                         <C>                   <C>                <C>                 <C>
    Common Stock                890,000
   $.01 par Value              Shares (2)            $14.58 (3)         $12,977,906         $3,933
=======================================================================================================
    Common Stock                356,000
   $.01 par Value              Shares (4)            $15.77(5)          $ 5,612,049         $1,701
=======================================================================================================
</TABLE>

(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the GA Financial,  Inc. 1996  Stock-Based  Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  Common  Stock  of GA  Financial,  Inc.,  pursuant  to 17  C.F.R.
   ss.230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance upon the exercise of stock options pursuant to the Plan.
(3)Weighted average price determined by the average exercise price of $12.75 per
   share at which options for 626,500 shares have been granted to date under the
   Plan and by $18.9375, the market value of the Common Stock on October 7, 1997
   as  determined  by the  average  of the high  and low  prices  listed  on the
   American  Stock  Exchange as reported in the Wall Street  Journal for 263,500
   shares for which options have not yet been granted under the Plan.
(4)Represents the total number of shares available  for issuance as Stock Awards
   pursuant to the Plan.
(5)Weighted  average  price  determined  by  the  aggregate  purchase  price  of
   $5,612,049 at which  356,000 shares have been purchased for awards under  the
   Plan.

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. SS.230.462.
Number of Pages 15
Exhibit Index on Page 10

                                 

<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 GA Financial, Inc.
(the "Company" or the "Registrant") 1996 Stock-Based Incentive 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 document is not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  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, 1996, which includes the consolidated balance sheets of the Company
and subsidiaries as of December 31, 1996 and 1995, and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes  and  the  report  of  Coopers  &  Lybrand  L.L.P.,   independent
accountants, filed with the SEC (File No.1-14154) on March 29, 1997.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended March 31, 1997 and June 30, 1997 (File No. 1-14154), filed with the SEC on
May 15, 1997 and August 13, 1997, respectively.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  1-14154),  as filed with the SEC on January 4, 1996 pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder.

      (d) 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
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.


                                      2

<PAGE> 3



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  balance  sheets of the Company and  subsidiaries  as of
December 31, 1996 and 1995, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of Coopers & Lybrand L.L.P., independent accountants, incorporated by
reference  in this  Registration  Statement,  have been  incorporated  herein in
reliance upon the authority of said firm as experts in accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

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,  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

                                        3

<PAGE> 4



      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
      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

                                        4

<PAGE> 5



      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.

      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.

ITEM 8.   LIST OF EXHIBITS.

      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-K):

      4        Stock Certificate of GA Financial, Inc.1

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).

      23.2     Consent of Coopers & Lybrand L.L.P.

                                        5

<PAGE> 6



      24.1 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 Form S-1 (SEC No.  33-80715),  as amended,
  filed with the SEC on December 28, 1995 and declared  effective on February 9,
  1996.


ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

                  (i)   Include any Prospectus required  by  Section 10(a)(3) of
                        the Securities Act;

                  (ii)  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   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  end 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 a 20 percent change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement; and

                  (iii) 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
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, 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.

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



                                        6

<PAGE> 7



      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan's annual report  pursuant to Section 13(a)
            or 15(d) of the  Exchange Act 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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



CONFORMED

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act, 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, Pennsylvania, on October 14, 1997.

                                          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 dates indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Kish)  constitutes and appoints John M. Kish, and Mr. Kish
constitutes   and   appoints   John  G.   Micenko,   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           October 14, 1997
-----------------------     Chief Executive Officer
John M. Kish                


/s/ John G. Micenko         Director and President              October 14, 1997
-----------------------
John G. Micenko


/s/ Lawrence A. Michael     Corporate Secretary                 October 14, 1997
-----------------------
Lawrence A. Michael


/s/ Raymond G. Suchta       Chief Financial Officer and         October 14, 1997
-----------------------     Treasurer
Raymond G. Suchta


                                        8

<PAGE> 9



/s/ William G. Boyer         Director                           October 14, 1997
------------------------
William G. Boyer


/s/ Thomas E. Bugel          Director                           October 14, 1997
------------------------
Thomas E. Bugel


/s/ Darrell J. Hess          Director                           October 14, 1997
------------------------
Darrell J. Hess


/s/ Thomas M. Stanton        Director                           October 14, 1997
-------------------------
Thomas M. Stanton


/s/ David R. Wasik           Director                           October 14, 1997
-------------------------
David R. Wasik


                                        9

<PAGE> 10


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

<TABLE>
<CAPTION>
                                                                                              Sequentially
                                                                                                Numbered
                                                                                                  Page
 Exhibit No.     Description            Method of Filing                                        Location
------------     ------------------     --------------------------------------------------     ----------

    <S>          <C>                    <C>                                                        <C>
      4          Stock Certificate of   Incorporated herein by reference from the Exhibits         --
                 GA Financial, Inc.     of the Registrant's Registration Statement on Form
                                        S-1 filed with the SEC on  December  28,
                                        1995 and declared  effective on February
                                        9, 1996.

      5          Opinion of Muldoon,    Filed herewith.                                            12
                 Murphy & Faucette

    23.1         Consent of Muldoon,    Contained in Exhibit 5 hereof.                             --
                 Murphy & Faucette

    23.2         Consent of Coopers &   Filed herewith.                                            15
                 Lybrand L.L.P.

    24.1         Power of Attorney      Located on the signature page.                              8

</TABLE>



                                       10
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1

As filed with the Securities and Exchange Commission on October 14, 1997
                                                       Reg. 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                                        25-1780835
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             4750 CLAIRTON BOULEVARD
                         PITTSBURGH, PENNSYLVANIA 15236
                                 (412) 882-9946
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               GA FINANCIAL, INC. 1996 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    ---------------------------------------
JOHN M. KISH                              COPIES TO:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER      LAWRENCE M.F. SPACCASI, ESQUIRE
GA FINANCIAL, INC.                        PHILIP G. FEIGEN, ESQUIRE
4750 CLAIRTON BOULEVARD                   MULDOON, MURPHY & FAUCETTE
PITTSBURGH, PENNSYLVANIA 15236            5101 WISCONSIN AVENUE, N.W.
(412) 882-9946                            WASHINGTON, D.C.  20016
(Name, address, including zip code,       (202) 362-0840
and telephone number, including area
code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

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 /
=======================================================================================================
Title of each Class of         Amount to be      Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered(1)     Price Per Share       Offering Price         Fee
=======================================================================================================
Common Stock                890,000
   $.01 par Value              Shares (2)            $14.58 (3)         $12,977,906         $3,933
=======================================================================================================
    Common Stock                356,000
   $.01 par Value              Shares (4)            $15.77(5)          $ 5,612,049         $1,701
=======================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the GA Financial,  Inc. 1996  Stock-Based  Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  Common  Stock  of GA  Financial,  Inc.,  pursuant  to 17  C.F.R.
   ss.230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance upon the exercise of stock options pursuant to the Plan.
(3)Weighted average price determined by the average exercise price of $12.75 per
   share at which options for 626,500 shares have been granted to date under the
   Plan and by $18.9375, the market value of the Common Stock on October 7, 1997
   as  determined  by the  average  of the high  and low  prices  listed  on the
   American  Stock  Exchange as reported in the Wall Street  Journal for 263,500
   shares for which options have not yet been granted under the Plan.
(4)Represents the total number of shares available  for issuance as Stock Awards
   pursuant to the Plan.
(5)Weighted  average  price  determined  by  the  aggregate  purchase  price  of
   $5,612,049 at which  356,000 shares have been purchased for awards under  the
   Plan.

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. SS.230.462.
Number of Pages 15
Exhibit Index on Page 10
2

GA FINANCIAL, INC.

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

ITEMS 1 & 2. The documents containing the information for the GA Financial, Inc.
(the "Company" or the "Registrant") 1996 Stock-Based Incentive 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 document is not
filed with the Securities and Exchange  Commission  (the "SEC") either as a part
of this  Registration  Statement or as a  prospectus  or  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, 1996, which includes the consolidated balance sheets of the Company
and subsidiaries as of December 31, 1996 and 1995, and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes  and  the  report  of  Coopers  &  Lybrand  L.L.P.,   independent
accountants, filed with the SEC (File No.1-14154) on March 29, 1997.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended March 31, 1997 and June 30, 1997 (File No. 1-14154), filed with the SEC on
May 15, 1997 and August 13, 1997, respectively.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  1-14154),  as filed with the SEC on January 4, 1996 pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder.

      (d) 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
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.

                                      2
3

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  balance  sheets of the Company and  subsidiaries  as of
December 31, 1996 and 1995, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of Coopers & Lybrand L.L.P., independent accountants, incorporated by
reference  in this  Registration  Statement,  have been  incorporated  herein in
reliance upon the authority of said firm as experts in accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

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,  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

                                        3
4

      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
      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

                                        4
5

      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.

      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.

ITEM 8.   LIST OF EXHIBITS.

      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-K):

      4        Stock Certificate of GA Financial, Inc.1

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).

      23.2     Consent of Coopers & Lybrand L.L.P.

                                        5
6

      24.1 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 Form S-1 (SEC No.  33-80715),  as amended,
  filed with the SEC on December 28, 1995 and declared  effective on February 9,
  1996.

ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

                  (i)   Include any Prospectus required  by  Section 10(a)(3) of
                        the Securities Act;

                  (ii)  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   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  end 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 a 20 percent change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement; and

                  (iii) 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
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for the  purpose  of  determining  liability  under the
                  Securities  Act, 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.

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

                                        6
7

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan's annual report  pursuant to Section 13(a)
            or 15(d) of the  Exchange Act 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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

CONFORMED

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act, 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, Pennsylvania, on October 14, 1997.

                                          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 dates indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Kish)  constitutes and appoints John M. Kish, and Mr. Kish
constitutes   and   appoints   John  G.   Micenko,   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           October 14, 1997
-----------------------     Chief Executive Officer
John M. Kish                

/s/ John G. Micenko         Director and President              October 14, 1997
-----------------------
John G. Micenko

/s/ Lawrence A. Michael     Corporate Secretary                 October 14, 1997
-----------------------
Lawrence A. Michael

/s/ Raymond G. Suchta       Chief Financial Officer and         October 14, 1997
-----------------------     Treasurer
Raymond G. Suchta

                                        8
9

/s/ William G. Boyer         Director                           October 14, 1997
------------------------
William G. Boyer

/s/ Thomas E. Bugel          Director                           October 14, 1997
------------------------
Thomas E. Bugel

/s/ Darrell J. Hess          Director                           October 14, 1997
------------------------
Darrell J. Hess

/s/ Thomas M. Stanton        Director                           October 14, 1997
-------------------------
Thomas M. Stanton

/s/ David R. Wasik           Director                           October 14, 1997
-------------------------
David R. Wasik

                                        9
10

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                                Numbered
                                                                                                  Page
 Exhibit No.     Description            Method of Filing                                        Location
------------     ------------------     --------------------------------------------------     ----------
4          Stock Certificate of   Incorporated herein by reference from the Exhibits         --
                 GA Financial, Inc.     of the Registrant's Registration Statement on Form
                                        S-1 filed with the SEC on  December  28,
                                        1995 and declared  effective on February
                                        9, 1996.

      5          Opinion of Muldoon,    Filed herewith.                                            12
                 Murphy & Faucette

    23.1         Consent of Muldoon,    Contained in Exhibit 5 hereof.                             --
                 Murphy & Faucette

    23.2         Consent of Coopers &   Filed herewith.                                            15
                 Lybrand L.L.P.

    24.1         Power of Attorney      Located on the signature page.                              8
10