<PAGE>
<PAGE>

         As filed with the Securities and Exchange Commission
                        on August 15, 1997
                                                                  
                                 Registration No. 333-___________
_________________________________________________________________

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                   ___________________________________
                               FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                  ____________________________________

                        WSFS FINANCIAL CORPORATION
                  _____________________________________
        (Exact name of registrant as specified in its charter)

       Delaware                            22-2866913    
  _______________________               __________________
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)
 
                          838 Market Street
                      Wilmington, Delaware 19899
                             (302) 792-6000
                 ____________________________________             
 
              (Address of Principal Executive Office)

                      WSFS Financial Corporation
                  401(k) Savings & Retirement Plan
                      ____________________________                
                           
                        (Full title of the plan)
                                                                  
                                                 with copies to:
                                                                  
                                       James C. Stewart, Esquire
 Marvin N. Schoenhals, President       Daniel L. Hogans, Esquire
 WSFS Financial Corporation            Housley Kantarian and
 838 Market Street                       Bronstein, P.C.
 Wilmington, Delaware 19889            1220 19th Street, N.W.     
                                       Suite 700
                                       Washington, D.C.  20036
                  ___________________________                     
                                       
            (Name and address of agent for service)

                           (302) 571-7090
                  _____________________________
  (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
==============================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered(1)    registered(2)     Per Share(3)       Price(4)            Fee
------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     450,000         $14.25           $6,412,500       $1,943.18
====================================================================================
<FN>
(1)     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to the WSFS
Financial Corporation 401(k) Savings & Retirement Plan (the
"Plan") as described herein.
(2)     Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employee contributions to
the Plan are used to purchase shares of Common Stock of WSFS
Financial Corporation in the offering of shares of Common Stock
of WSFS Financial Corporation, together with an indeterminate
number of shares which may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance pursuant
to the Plan and being registered herein, as the result of a stock
split, stock dividend, reclassification, recapitalization or
similar adjustment(s) of the Common Stock of WSFS Financial
Corporation.
(3)     Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
the average of the high and low selling price of $14.25 per share
for the Common Stock of WSFS Financial Corporation on August 11,
1997. 
(4)      Estimated based on (2) and (3) above.

    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.<PAGE>
<PAGE>

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
_______

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
_______  INFORMATION*

    *This Registration Statement relates to the registration of
450,000 shares of Common Stock, $.01 par value per share, of WSFS
Financial Corporation (the "Company") reserved for issuance and
delivery under the WSFS Financial Corporation 401(k) Savings &
Retirement Plan (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by
Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements 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 Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission.  Reports, proxy statements and other information
concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.

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

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

    (b)  The Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1996, as filed with the Commission  on
July 3, 1997 (Commission File No. 0-16668).

    (c)  The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, as filed with the Commission on May
14, 1997 (Commission File No. 0-16668).

    (d) The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 13, 1997 (Commission File No. 0-16668).

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

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

<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES
_______

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
_______

    Not applicable.<PAGE>
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
_______

    The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law
("DGCL").  Section 145 of the DGCL authorizes a corporation's
board of directors to grant indemnity to directors and officers
of the corporation, when made, or threatened to be made, parties
to certain proceedings by reason of such status with the
corporation, against judgments, fines, settlements and expenses,
including attorney's fees.  In addition, under certain
circumstances such persons may be indemnified against expenses
actually and reasonably incurred in defense of a proceeding by or
on behalf of the corporation.  Similarly, the corporation, under
certain circumstances, is authorized to indemnify directors and
officers of other corporations or enterprises who are serving as
such at the request of the corporation, when such persons are
made, or threatened to be made, parties to certain proceedings by
reason of such status, against judgments, fines, settlements and
expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise.  Indemnification is permitted where
such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate; (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).

    Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct.  Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.

    Section 145 of the DGCL also permits expenses incurred by
directors and officers in defending a proceeding to be paid by
the corporation in advance of the final disposition of such
proceedings upon the receipt of an undertaking by the director or
officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against
such expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
_______

    Not applicable.

ITEM 8.  EXHIBITS
_______

    The exhibit schedules filed as a part of this registration
statement are as follows:

   4.1    WSFS Financial Corporation 401(k) Savings & Retirement
           Plan (the "Plan")

   4.2    Summary Plan Description of the Plan
<PAGE>
   5.1    Opinion of Housley Kantarian & Bronstein, P.C. as to
          the validity of the Common Stock being registered

   5.2    Favorable Determination Letter from the Internal
           Revenue Service dated May 3, 1995, regarding the
           tax-qualification of the Plan documents

  23.1    Consent of Housley Kantarian & Bronstein, P.C.
          (appears in their opinion filed as Exhibit 5.1)

  23.2     Consent of Independent Certified Public Accountants

    24     Power of Attorney (contained in the signature page to
           this Registration Statement)


<PAGE>
<PAGE>

ITEM 9.  UNDERTAKINGS
_______

    1.   The undersigned registrant hereby undertakes:

         (a)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

              (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

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

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

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

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

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

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

    2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

    4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>

                                                                  
                               SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of
Delaware, on July 24, 1997.

                      WSFS FINANCIAL CORPORATION

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


                         POWER OF ATTORNEY
 
     We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable WSFS Financial Corporation to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of WSFS
Financial Corporation common stock, including specifically, but
not limited to, power and authority to sign for us in our names
in the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Marvin N.
Schoenhals shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.



</TABLE>
<TABLE>
<CAPTION>
Signatures                   Title                          Date
----------                    -----                        -----
<S>                           <C>                            <C>

/s/ Marvin N. Schoenhals  Chairman, President,      July 24, 1997
_______________________   Chief Executive Officer
Marvin N. Schoenhals      (Chief Executive Officer)

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

/s/ Charles G. Cheleden   Vice Chairman and         July 24, 1997
________________________  Director
Charles G. Cheleden

/s/ Joseph R. Julian      Director                  July 24, 1997
________________________
Joseph R. Julian

<PAGE>
/s/ David E. Hollowell    Director                  July 24,1997
________________________
David E. Hollowell                    
         
/s/ Thomas P. Preston     Director                  July 24, 1997
_______________________
Thomas P. Preston                      

/s/ Michele M. Rollins    Director                  July 24, 1997
________________________
Michele M. Rollins

</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Page 2

<TABLE>
<CAPTION>
Signatures                   Title                          Date
----------                    -----                        -----
<S>                           <C>                            <C>
/s/ Clairbourne D. Smith  Director                  July 24, 1997
_______________________
Clairbourne D. Smith


/s/ R. Ted Weschler       Director                  July 24, 1997
_______________________
R. Ted Weschler


/s/ Dale E. Wolf          Director                  July 24, 1997
_______________________
Dale E. Wolf
</TABLE>
<PAGE>
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustee of the WSFS Financial Corporation 401(k)
Savings & Retirement Plan has duly caused this registration
statement to be signed in the City of San Francisco, State of
California, on July 28, 1997.




                          Charles Schwab Trust Co., As Trustee of
                          the Common Stock Fund under the WSFS
                          Financial Corporation 401(k) Savings &
                          Retirement Plan.




                          By: /s/ Rui M. Matos
                              ---------------------------
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22475}]
{"company-data": {"conformed-name": "WSFS FINANCIAL CORP", "cik": "0000828944", "assigned-sic": "6021", "irs-number": "222866913", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33713", "film-number": "97664561"}, "business-address": {"street1": "838 MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19899", "phone": "3027926000"}, "mail-address": {"street1": "838 MARKET STREET", "city": "WILMINGTON", "state": "DE", "zip": "19899"}, "former-company": {"former-conformed-name": "STAR STATES CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission
                        on August 15, 1997
                                                                  
                                 Registration No. 333-___________
_________________________________________________________________

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                   ___________________________________
                               FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                  ____________________________________

                        WSFS FINANCIAL CORPORATION
                  _____________________________________
        (Exact name of registrant as specified in its charter)

       Delaware                            22-2866913    
  _______________________               __________________
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)
 
                          838 Market Street
                      Wilmington, Delaware 19899
                             (302) 792-6000
                 ____________________________________             
 
              (Address of Principal Executive Office)

                      WSFS Financial Corporation
                  401(k) Savings & Retirement Plan
                      ____________________________                
                           
                        (Full title of the plan)
                                                                  
                                                 with copies to:
                                                                  
                                       James C. Stewart, Esquire
 Marvin N. Schoenhals, President       Daniel L. Hogans, Esquire
 WSFS Financial Corporation            Housley Kantarian and
 838 Market Street                       Bronstein, P.C.
 Wilmington, Delaware 19889            1220 19th Street, N.W.     
                                       Suite 700
                                       Washington, D.C.  20036
                  ___________________________                     
                                       
            (Name and address of agent for service)

                           (302) 571-7090
                  _____________________________
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered(1)    registered(2)     Per Share(3)       Price(4)            Fee
------------------------------------------------------------------------------------
Common Stock, $.01
par value per share     450,000         $14.25           $6,412,500       $1,943.18
====================================================================================
(1)     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to the WSFS
Financial Corporation 401(k) Savings & Retirement Plan (the
"Plan") as described herein.
(2)     Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employee contributions to
the Plan are used to purchase shares of Common Stock of WSFS
Financial Corporation in the offering of shares of Common Stock
of WSFS Financial Corporation, together with an indeterminate
number of shares which may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance pursuant
to the Plan and being registered herein, as the result of a stock
split, stock dividend, reclassification, recapitalization or
similar adjustment(s) of the Common Stock of WSFS Financial
Corporation.
(3)     Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
the average of the high and low selling price of $14.25 per share
for the Common Stock of WSFS Financial Corporation on August 11,
1997. 
(4)      Estimated based on (2) and (3) above.

    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
_______

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
_______  INFORMATION*

    *This Registration Statement relates to the registration of
450,000 shares of Common Stock, $.01 par value per share, of WSFS
Financial Corporation (the "Company") reserved for issuance and
delivery under the WSFS Financial Corporation 401(k) Savings &
Retirement Plan (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by
Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements 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 Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission.  Reports, proxy statements and other information
concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.

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

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

    (b)  The Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1996, as filed with the Commission  on
July 3, 1997 (Commission File No. 0-16668).

    (c)  The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, as filed with the Commission on May
14, 1997 (Commission File No. 0-16668).

    (d) The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 13, 1997 (Commission File No. 0-16668).

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

    ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND PRIOR TO THE
TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4.  DESCRIPTION OF SECURITIES
_______

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
_______

    Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
_______

    The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law
("DGCL").  Section 145 of the DGCL authorizes a corporation's
board of directors to grant indemnity to directors and officers
of the corporation, when made, or threatened to be made, parties
to certain proceedings by reason of such status with the
corporation, against judgments, fines, settlements and expenses,
including attorney's fees.  In addition, under certain
circumstances such persons may be indemnified against expenses
actually and reasonably incurred in defense of a proceeding by or
on behalf of the corporation.  Similarly, the corporation, under
certain circumstances, is authorized to indemnify directors and
officers of other corporations or enterprises who are serving as
such at the request of the corporation, when such persons are
made, or threatened to be made, parties to certain proceedings by
reason of such status, against judgments, fines, settlements and
expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise.  Indemnification is permitted where
such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate; (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).

    Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct.  Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.

    Section 145 of the DGCL also permits expenses incurred by
directors and officers in defending a proceeding to be paid by
the corporation in advance of the final disposition of such
proceedings upon the receipt of an undertaking by the director or
officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against
such expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
_______

    Not applicable.

ITEM 8.  EXHIBITS
_______

    The exhibit schedules filed as a part of this registration
statement are as follows:

   4.1    WSFS Financial Corporation 401(k) Savings & Retirement
           Plan (the "Plan")

   4.2    Summary Plan Description of the Plan
5.1    Opinion of Housley Kantarian & Bronstein, P.C. as to
          the validity of the Common Stock being registered

   5.2    Favorable Determination Letter from the Internal
           Revenue Service dated May 3, 1995, regarding the
           tax-qualification of the Plan documents

  23.1    Consent of Housley Kantarian & Bronstein, P.C.
          (appears in their opinion filed as Exhibit 5.1)

  23.2     Consent of Independent Certified Public Accountants

    24     Power of Attorney (contained in the signature page to
           this Registration Statement)
ITEM 9.  UNDERTAKINGS
_______

    1.   The undersigned registrant hereby undertakes:

         (a)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

              (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

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

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

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

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

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

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

    2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of
Delaware, on July 24, 1997.

                      WSFS FINANCIAL CORPORATION

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

                         POWER OF ATTORNEY
 
     We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable WSFS Financial Corporation to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of WSFS
Financial Corporation common stock, including specifically, but
not limited to, power and authority to sign for us in our names
in the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Marvin N.
Schoenhals shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures                   Title                          Date
----------                    -----                        -----
/s/ Marvin N. Schoenhals  Chairman, President,      July 24, 1997
_______________________   Chief Executive Officer
Marvin N. Schoenhals      (Chief Executive Officer)

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

/s/ Charles G. Cheleden   Vice Chairman and         July 24, 1997
________________________  Director
Charles G. Cheleden

/s/ Joseph R. Julian      Director                  July 24, 1997
________________________
Joseph R. Julian
/s/ David E. Hollowell    Director                  July 24,1997
________________________
David E. Hollowell                    
         
/s/ Thomas P. Preston     Director                  July 24, 1997
_______________________
Thomas P. Preston                      

/s/ Michele M. Rollins    Director                  July 24, 1997
________________________
Michele M. Rollins
SIGNATURES
Page 2
Signatures                   Title                          Date
----------                    -----                        -----
/s/ Clairbourne D. Smith  Director                  July 24, 1997
_______________________
Clairbourne D. Smith

/s/ R. Ted Weschler       Director                  July 24, 1997
_______________________
R. Ted Weschler

/s/ Dale E. Wolf          Director                  July 24, 1997
_______________________
Dale E. Wolf
Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustee of the WSFS Financial Corporation 401(k)
Savings & Retirement Plan has duly caused this registration
statement to be signed in the City of San Francisco, State of
California, on July 28, 1997.

                          Charles Schwab Trust Co., As Trustee of
                          the Common Stock Fund under the WSFS
                          Financial Corporation 401(k) Savings &
                          Retirement Plan.

                          By: /s/ Rui M. Matos
                              ---------------------------