<PAGE>



                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

                  [Amendment No. ............................]

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
    Section 240.14a-12

                              WSFS FINANCIAL CORP.
 -----------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                              WSFS FINANCIAL CORP.
 -----------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each  party to the  controversy  pursuant  to  Exchange  Act Rule
    14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:


       ----------------------------------------------------------------------
    2) Aggregate number of securities to which transaction applies:


       ----------------------------------------------------------------------
    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11:*


       ----------------------------------------------------------------------
    4) Proposed maximum aggregate value of transaction:


       ----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
 was determined.

/ / Check box if any part of the fee is offset as  provided  by  Exchange  Act
    Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
    paid  previously.  Identify the previous  filing by  registration  statement
    number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:_______________________________________________

    2) Form Schedule or Registration Statement No.:__________________________

    3) Filing Party:_________________________________________________________

    4) Date Filed:___________________________________________________________



<PAGE>

                           WSFS FINANCIAL CORPORATION
                                838 Market Street
                              Wilmington, Delaware
                                 (302) 792-6000


                                                                  March 25, 1996



Dear Stockholder:

         I am pleased to invite you to attend the Annual Meeting of Stockholders
of WSFS  Financial  Corporation  (the  "Company"),  to be held  at  Arsht  Hall,
University of Delaware,  Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington,
Delaware on Thursday, April 25, 1996 at 4:00 p.m. At this meeting,  stockholders
will be asked to consider a proposal to elect Directors.

         Your vote is important for the approval of this proposal  regardless of
how many  shares of  Company  stock you own.  If you hold stock in more than one
account or name, you will receive a proxy card for each account. Please sign and
return each card since each represents a separate number of shares. Postage paid
envelopes are provided for your convenience.

         You are cordially  invited to attend the Annual Meeting.  REGARDLESS OF
WHETHER YOU PLAN TO ATTEND,  WE URGE YOU TO SIGN,  DATE AND RETURN THE  ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU  CURRENTLY  PLAN TO ATTEND THE ANNUAL
MEETING.  This will not  prevent  you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.

                                  Sincerely,

                                  /S/  Marvin N. Schoenhals
                                  ------------------------------
                                  Marvin N. Schoenhals
                                  Chairman, President and
                                    Chief Executive Officer


















<PAGE>



                           WSFS FINANCIAL CORPORATION
                                838 Market Street
                           Wilmington, Delaware 19801


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To be held on April 25, 1996


To the Stockholders:

         Notice is hereby given that the Annual Meeting of  Stockholders of WSFS
Financial  Corporation (the "Company") will be held at Arsht Hall, University of
Delaware,  Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington,  Delaware, on
Thursday,  April 25,  1996,  at 4:00 p.m.,  for the purpose of  considering  and
acting upon the following:

         1.       Election of three directors for terms of three years each.

         2.       Such other matters as may properly come before the meeting
                  or any adjournment thereof.

         Any action may be taken on any one of the  foregoing  proposals  at the
Annual  Meeting on the date  specified  above or any date or dates to which,  by
original or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors  has fixed the close of business on March 15, 1996, as the record date
for the  determination of stockholders  entitled to notice of and to vote at the
meeting and any adjournment thereof.

         A complete list of stockholders  entitled to vote at the Annual Meeting
will be open for  examination by any  stockholder for any purpose germane to the
Annual  Meeting  during  ordinary  business  hours at the Company's  main office
during the ten days prior to the Annual Meeting.

         You are  requested to fill in and sign the enclosed form of proxy which
is solicited  by the Board of Directors  and to mail it promptly in the enclosed
envelope.  The  proxy  will not be used if you  attend  and  vote at the  Annual
Meeting.

                                   By Order of the Board of Directors,

                                   /S/  R. William Abbott
                                   ------------------------------------
                                   R. William Abbott
                                   Executive Vice President,
                                   Chief Financial Officer & Secretary

M
arch 25, 1996

- -------------------------------------------------------------------------------
IMPORTANT:  THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- -------------------------------------------------------------------------------




<PAGE>




                           WSFS FINANCIAL CORPORATION
                                838 Market Street
                           Wilmington, Delaware 19801
                                 (302) 792-6000

                                 PROXY STATEMENT

           Annual Meeting of Stockholders to be Held on April 25, 1996


         This  Proxy  Statement  and  the  accompanying  proxy  card  are  being
furnished to stockholders of WSFS Financial  Corporation  (the "Company") by the
Board of Directors in connection with the solicitation of proxies for use at the
Annual Meeting of  Stockholders of the Company to be held on April 25, 1996, and
at any adjournments thereof (the "Annual Meeting"). This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders on or about March
25, 1996.

                       VOTING AND REVOCABILITY OF PROXIES

         Proxies  solicited  by the Board of  Directors  of the Company  will be
voted in accordance with the directions given therein. Where no instructions are
indicated,  proxies will be voted FOR the  nominees  for  directors as set forth
below. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director  where the nominee
is unable to serve or for good cause will not serve, and with respect to matters
incident  to the  conduct  of the  Annual  Meeting.  If any  other  business  is
presented at the Annual Meeting, proxies will be voted by those names therein in
accordance  with the  determination  of a  majority  of the Board of  Directors.
Proxies  marked as  abstentions  will not be counted as votes cast. In addition,
shares held in street name which have been  designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will be treated as shares present for purposes of determining
whether a quorum is present.

         Stockholders who execute proxies retain the right to revoke them at any
time.  Unless so revoked,  the shares  represented by properly  executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written  notice to the  Secretary of the Company at the address above
or by the  filing of a later  dated  proxy  prior to a vote  being  taken on the
proposal  at the  Annual  Meeting.  A proxy  will not be voted if a  stockholder
attends the Annual Meeting and votes in person. The presence of a stockholder at
the Annual Meeting will not revoke such stockholder's proxy.

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         The securities  entitled to vote at the Annual  Meeting  consist of the
Company's common stock, $.01 par value per share (the "Common Stock"). The close
of  business  on  March  15,  1996  has  been  fixed  as  the  record  date  for
determination  of  stockholders  entitled to notice of and to vote at the Annual
Meeting (the "Record Date").  As of the Record Date, the Company had outstanding
14,386,598 shares of Common Stock, the holders of which are entitled to one vote
for each share of Common Stock held except in elections of  directors,  in which
holders have cumulative voting rights.







<PAGE>




Stock Ownership of Certain Beneficial Owners

         Persons  and groups  beneficially  owning in excess of 5% of the Common
Stock are  required  to file  certain  reports  with  respect to such  ownership
pursuant to the Securities Exchange Act of 1934. The following table sets forth,
as of the Record Date,  certain  information  as to those persons who have filed
the reports required of persons  beneficially  owning more than 5% of the Common
Stock or who were known to the Company to  beneficially  own more than 5% of the
Company's Common Stock outstanding at the Record Date.

 
                                   Amount and Nature
                                      of Beneficial                Percent
Name                                  Ownership (1)                of Class
- ----                                -----------------              --------
John W. Rollins, Sr. (2)            2,168,543 shares                14.95%
Thrift Investors, L.P. (3)          3,569,440 shares                24.81


(1)      In  accordance  with Rule 13d-3 under the  Securities  Exchange  Act of
         1934, a person is deemed to be the  beneficial  owner,  for purposes of
         this  table,  of any shares of Common  Stock if he or she has or shares
         voting or  investment  power with respect to such Common Stock or has a
         right to acquire  beneficial  ownership at any time within 60 days from
         the Record Date. As used herein, "voting power" is the power to vote or
         direct  the  voting of shares  and  "investment  power" is the power to
         dispose or direct the disposition of shares. Except as otherwise noted,
         ownership is direct,  and the named individuals and group exercise sole
         voting power over the shares of the Common Stock.

(2)      John W. Rollins, Sr. owns 2,009,143 shares of Common Stock individually
         and has sole voting and investment  power with respect to these shares.
         The amount shown in the table  includes  159,400 shares of Common Stock
         owned by his wife, Michele M. Rollins,  a director of the Company,  who
         has sole voting and investment power with respect to these shares.  Mr.
         and Mrs.  Rollins have  entered  into an  agreement  with the Office of
         Thrift  Supervision of the U.S.  Department of the Treasury ("OTS") for
         the purpose of rebutting the regulatory  presumption that they would be
         in control of the Company by virtue of their ownership of more than 10%
         of the Company's  outstanding  stock (the  "Rebuttal  Agreement").  The
         Rebuttal Agreement limits Mr. and Mrs. Rollins to one representative on
         the Board of Directors (which representative may not be the chairman of
         the  board  or   president   of  the   Company)   and  one   additional
         representative  who may attend  meetings of the board of directors  but
         may not vote  therein or function as a  director;  prohibits  them from
         engaging  in  intercompany   transactions   with  the  Company  or  its
         affiliates; limits their ability to engage in proxy solicitations;  and
         prevents  them from  attempting  to  influence  management  policies or
         business   operations  of  the  Company   except  as  incident  to  the
         performance  of duties as a director.  Under OTS  regulations,  Mr. and
         Mrs. Rollins cannot take any of the foregoing actions or increase their
         ownership  above 25% without an  additional  filing  with the OTS.  The
         address of Mr.  Rollins is One  Rollins  Plaza,  Post  Office Box 1026,
         Wilmington, Delaware 19899.

                                        2


<PAGE>

(3)      Thrift  Investors,  L.P.  ("Thrift") is a limited  partnership of which
         Quad-C,  Inc., a Delaware  Corporation and investment  management firm,
         acts as general  partner.  Thrift and Quad-C,  Inc.  each exercise sole
         voting and investment power of their shares.  The President,  principal
         stockholder  and sole director of Quad-C,  Inc. is Terrence D. Daniels.
         The other executive officers of Quad-C, Inc. are Edward T. Harvey, Vice
         President,  and R.  Ted  Weschler,  Secretary/Treasurer.  Mr.  Weschler
         serves as a director  of the  Company  and the Bank.  Messrs.  Daniels,
         Harvey and Weschler disclaim beneficial ownership of any shares held by
         limited  partnerships  in which  Quad-C,  Inc. is the general  partner.
         Quad-C,  Inc.,  Thrift,  Mr. Daniels and certain other related  parties
         have also  entered  into an  agreement  with the OTS for the purpose of
         rebutting the regulatory  presumption  that they would be in control of
         the Company by virtue of the ownership by Quad-C, Inc. of more than 10%
         of the Company's  outstanding stock (the "Quad-C Rebuttal  Agreement").
         The Quad-C Rebuttal  Agreement  limits Quad-C,  Inc.,  Thrift and other
         parties  who  joined  the  Quad-C  Rebuttal  Agreement  to  one  voting
         representative on the Board of Directors (which  representative may not
         be the chairman of the board or president  of the  Company);  prohibits
         them from engaging in intercompany transactions with the Company or its
         affiliates; limits their ability to engage in proxy solicitations;  and
         prevents  them from  attempting  to  influence  management  policies or
         business   operations  of  the  Company   except  as  incident  to  the
         performance  of duties as a director.  Under OTS  regulations,  Quad-C,
         Inc., Thrift and other parties who joined the Quad-C Rebuttal Agreement
         cannot take any of the foregoing  actions or increase  their  ownership
         above 25%  without an  additional  filing  with the OTS.  The  business
         address  of  Thrift   Investors,   L.P.   is  230  East  High   Street,
         Charlottesville, Virginia 22902.


                       PROPOSAL 1 -- ELECTION OF DIRECTORS

         The Board of Directors is divided into three  classes and the number of
directors is  currently  fixed by Board  resolution  at ten. The members of each
class are  elected  for a term of three  years and until  their  successors  are
elected and  qualified;  provided  that in the event the number of directors has
been increased  during the preceding year and such new  directorships  have been
filled by action of the Board of Directors,  the terms of those newly  appointed
directors  expire at the annual  meeting  when the class to which they have been
elected  expires.  Each of the current  members of the Board of Directors of the
Company  also  serves  on the  Board of  Directors  of the  Company's  principal
subsidiary, Wilmington Savings Fund Society, Federal Savings Bank ("WSFS" or the
"Bank").  In accordance with the Delaware General  Corporation Law, directors of
the Company  will be elected by a plurality  vote of the  outstanding  shares of
Common Stock present in person or represented by proxy at the Annual Meeting.

         Pursuant to the Certificate of Incorporation,  every stockholder voting
for the election of  directors is entitled to cumulate his votes by  multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one  director or  distribute  his votes among any
number  of the  nominees  being  voted on at the  Annual  Meeting.  The Board of
Directors  intends to vote the proxies  solicited by it equally  among the three
nominees for the Board of Directors.  Stockholders  may not cumulate their votes
on the form of proxy  solicited by the Board of Directors.  In order to cumulate
votes,  stockholders  must  attend  the  meeting  and  vote  in  person  or make
arrangements  with their own proxies.  Unless otherwise  specified in the proxy,
however,  the  right  is  reserved,  in the  sole  discretion  of the  Board  of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.




                                        3


<PAGE>

         At the Annual  Meeting,  three  directors  will be elected for terms of
three years each and until their successors have been elected and qualified. The
Board of Directors has nominated Charles G. Cheleden,  Joseph R. Julian and Dale
E. Wolf, all of whom are currently  directors,  for election as directors at the
Annual meeting. If any nominee is unable to serve, the shares represented by all
properly  executed  proxies will be voted for the election of such substitute as
the Board of Directors  may  recommend or the Board of Directors  may reduce the
number of authorized directors to eliminate the vacancy.

Directors and Nominees

         The following  table sets forth for each  director and nominee,  his or
her name, age (as of December 31, 1995), year first elected as a director of the
Company, year of expiration of his or her current term as a director, his or her
principal  occupation  for the last five years and his or her  directorships  in
other subsidiaries of the Company and in other companies:


<TABLE>
<CAPTION>

                                   Year
                                   First      Current
                                  Elected      Term
                                  Director      to
Name                      Age     of WSFS     Expire        Principal Occupation                 Directorships
- ----                      ---     --------    ------        --------------------                 --------------
<S>                       <C>     <C>         <C>           <C>                                  <C>  

                                              NOMINEES FOR A TERM TO EXPIRE IN 1999

Charles G. Cheleden        52       1990       1996       August 1990 to October 1992;           WSFS, Star States Development
                                                          Chairman WSFS Financial                Company
                                                          Corporation; October 1992 to present:
                                                          Vice Chairman of WSFS Financial
                                                          Corporation; January 1990 to present
                                                          self-employed (i) consultant to
                                                          banks and thrifts, and (ii) attorney;
                                                          April 1989 to October 1989: Vice
                                                          Chairman of EquiManagement, Inc.;
                                                          Prior to April 1989:  President
                                                          Chief Executive Officer and
                                                          Chairman of the Board of Liberty
                                                          Financial Corporation and Liberty
                                                          Savings Bank


Joseph R. Julian           58       1983       1996       President and Chief Executive          WSFS, James Julian, Inc., Delaware
                                                          Officer, James Julian, Inc.            Motor Club
                                                          (highway construction company)


Dale E. Wolf               71       1993       1996       1993 - Senior International            WSFS, WSFS Credit Corporation
                                                          Consultant, Mezullo and McCandlish
                                                          (law firm); 1989-1993, Lieutenant
                                                          Governor/Governor of the State of
                                                          Delaware; Prior to 1989, Director,
                                                          Delaware Development Office; Group
                                                          Vice President, Agricultural
                                                          Products, E.I. duPont de Nemours
                                                          & Company, Incorporated (multi-
                                                          national chemical company)
</TABLE>





                                        4


<PAGE>


<TABLE>
<CAPTION>


                                                   DIRECTORS CONTINUING IN OFFICE


<S>                        <C>     <C>        <C>         <C>                                    <C>       
Randall T. Murrill, Jr.    74      1976       1997        Retired November 1986 from E.I.        WSFS, Profile Plastics Corporation
                                                          duPont de Nemours & Company,
                                                          Incorporated, (multinational
                                                          chemical company), Production
                                                          Manager, Finishes & Fabricated
                                                          Products

Michele M. Rollins         50      1992       1997        President, Rollins Jamaica, LTD        WSFS
                                                          (real estate development holding
                                                          company)

Claibourne D. Smith        57      1994       1997        Vice President - Technology and        WSFS, Community Credit Corporation
                                                          Professional Development, E.I.
                                                          duPont de Nemours & Company,
                                                          Incorporated, (multinational
                                                          chemical company)

Thomas P. Preston          49      1990       1998        Partner, Duane, Morris &               WSFS
                                                          Heckscher (law firm)

Marvin N. Schoenhals       48      1990       1998        Chairman of WSFS Financial             WSFS, Star States Development
                                                          Corporation since 1992; President      Company, WSFS Credit
                                                          and Chief Executive Officer of         Corporation, 838 Investment
                                                          WSFS Financial Corporation since       Group, Inc., Community Credit
                                                          November 1990; President and Chief     Corporation, Providential
                                                          Executive Officer, Peoples Savings     Home Income Plan, Inc.
                                                          Bank, Monroe, Michigan from April
                                                          1988 to January 1990

R. Ted Weschler            34       1992      1998        1990-Present, Executive Officer -      WSFS, Star States Development
                                                          Quad-C, Inc., a Delaware corporation   Company, Providential Home
                                                          which commenced operations in 1990     Income Plan, Inc., Applied
                                                          and acts as the general partner        Video Technologies, Deerfield
                                                          for several investment partnerships.   Healthcare Corporation,
                                                          Prior to 1990, Mr. Weschler worked     Wireless Cable of Atlanta
                                                          at W.R. Grace & Co., as assistant
                                                          to the Vice Chairman



</TABLE>













                                        5


<PAGE>





Stock Ownership of Management

         The following  table sets forth,  as of the Record Date,  the amount of
Common Stock  beneficially owned by the Company's  directors,  by each executive
officer  named in the  Summary  Compensation  Table,  and by all  directors  and
executive officers as a group:

 
                                        Amount and Nature
                                           of Beneficial            Percent
Name                                       Ownership (1)           of Class
- ----                                    -------------------        --------
Charles G. Cheleden (2)                      45,100 shares              *
Joseph R. Julian (3)                         59,176 shares              *
Randall T. Murrill, Jr.                      18,720 shares              *
Thomas P. Preston (4)                         3,000 shares              *
Michele M. Rollins (5)                    2,168,543 shares          15.07%
Marvin N. Schoenhals (6)                    218,918 shares           1.52
Claibourne D. Smith                             300 shares              *
R. Ted Weschler (7)                              --                    --
Dale E. Wolf                                 21,640 shares              *
R. William Abbott (8)                        28,782 shares              *
Patricia A. Muldoon (9)                      43,640 shares              *
Gordon M. Dyott (10)                         48,782 shares              *
Francis J. Pennella                           4,546 shares              *
Directors and executive officers
  as a group (13 persons)                 2,661,147 shares          18.50

- ----------
*        Less than 1.0%.
(1)      For  purposes  of this table,  a person is deemed to be the  beneficial
         owner of any shares of Common  Stock over which he or she has or shares
         voting  or  investment  power or of  which  he or she has the  right to
         acquire beneficial ownership within 60 days of the Record Date. As used
         herein,  "voting  power" is the power to vote or direct  the  voting of
         shares  and  "investment  power" is the power to  dispose or direct the
         disposition of shares.  Other than as noted below, all persons shown in
         the table above have sole voting and investment power,  except that the
         following  directors and executive  officers held the following numbers
         of shares jointly with their respective spouses:  Mr. Cheleden,  16,500
         shares;  Mr. Julian,  59,176 shares;  Mr. Dyott,  1,000 shares; and Mr.
         Murrill, 18,720 shares.

(2)      The amount  shown  includes  18,700  shares of Common  Stock held in an
         Individual  Retirement  Account  ("IRA"),  2,200 shares of Common Stock
         which  are held in an IRA for Mr.  Cheleden's  wife,  4,000  shares  of
         Common Stock held as trustee of trusts for which he is one of the named
         beneficiaries,  800 shares held as custodian for his children and 2,900
         shares  of  Common  Stock  held as  trustee  of a trust  of  which  Mr.
         Cheleden's children are beneficiaries.

(3)      Mr. Julian is a beneficiary  (but not a trustee) of a trust which holds
         117,135  shares of Common  Stock not shown in this  table.  Mr.  Julian
         disclaims beneficial ownership of these shares.

(4)      The amount  shown  includes  1,000  shares of Common Stock owned by Mr.
         Preston's spouse, who holds sole voting and investment power over these
         shares. Mr. Preston disclaims beneficial ownership of these shares.


                                        6


<PAGE>



(5)      he amount  shown  includes  2,009,143  shares of Common Stock owned by
         Mrs.  Rollins'  spouse,  John W. Rollins,  Sr., who has sole voting and
         investment  power with  respect  to these  shares.  Michele M.  Rollins
         disclaims beneficial ownership of these shares.

(6)      The amount shown  includes  107,405  shares of Common Stock that may be
         acquired  through  options  granted  under the Stock Option Plan all of
         which were  exercisable  as of the Record Date and also includes  5,500
         shares of Common  Stock  held by his wife in an  Individual  Retirement
         Account.  The amount does not include 6,470 shares of Common Stock held
         by his mother.

(7)      The amount  shown does not  include  3,569,440  shares of Common  Stock
         owned by  Thrift  Investors,  L.P.  of which  Mr.  R. Ted  Weschler,  a
         director  of the  Company,  disclaims  ownership.  Mr.  Weschler  is an
         executive  officer of Quad-C,  Inc.  which  exercises  sole  voting and
         investment power of the stock held by Thrift  Investors,  L.P. Had this
         amount been  included  in the table,  the stock held by  directors  and
         executive officers as a group would have been 6,230,587 shares, or 43%,
         of the Company's outstanding stock.

(8)      The amount  shown  includes  10,000  shares of Common Stock that may be
         acquired through the exercise of options granted under the Stock Option
         Plan, all of which are exercisable as of the Record Date.

(9)      The amount  shown  includes  30,000  shares of Common Stock that may be
         acquired through the exercise of options granted under the Stock Option
         Plan, all of which are exercisable as of the Record Date.

(10)     The amount  shown  includes  27,800  shares of Common Stock that may be
         acquired through the exercise of options granted under the Stock Option
         Plan, all of which were exercisable as of the Record Date.

         Based  solely  on  the  Company's  review  of  the  copies  of  initial
statements  of  beneficial  ownership  and  reports  of  changes  in  beneficial
ownership,  which it has received in the past fiscal year or with respect to the
last fiscal year,  or written  representations  from such persons that no annual
report of change in beneficial ownership was required, the Company believes that
during the 1995 fiscal year all persons  subject to such reporting  requirements
have complied with such reporting requirements.

Meetings and Committees of the Board of Directors

         The Board of Directors  conducts its business  through  meetings of the
Board and of its committees.  During the year ended December 31, 1995, the Board
of Directors  held 14 meetings.  No director  other than Mr. Wolf attended fewer
than  75% of  the  total  aggregate  meetings  of the  Board  of  Directors  and
committees on which such Board member served during this period.

         A list of the  Committees  of the  Board  of  Directors  and a  general
description of their respective duties follows:

         Executive  Committee.  The Executive Committee generally meets one time
each month and as needed,  and  exercises  the powers of the Board of  Directors
between meetings of the Board. The Executive  Committee is presently composed of
Marvin N. Schoenhals,  Chairman,  Charles G. Cheleden, Joseph R. Julian, Michele
M. Rollins and R. Ted  Weschler.  The  Executive  Committee  met 17 times during
1995.

                                        7


<PAGE>




         Audit  Committee.  The Audit Committee is composed of directors who are
not officers of the Company and  oversees  the audit  program of the Company and
subsidiaries.   This  Committee  reviews  the  examination  reports  of  federal
regulatory  agencies as well as reports of the internal auditors and independent
auditors.  The  Committee  meets  with  the  head of the  Audit  Department  and
representatives  of  the  Company's  independent  auditors,   with  and  without
representatives  of  management  present,  to  review  accounting  and  auditing
matters,  including an annual review of risk analysis and the  associated  audit
plan.  The  appointment  of the  independent  auditors  is made by the  Board of
Directors upon the recommendation of the Audit Committee. Present members of the
Committee are Charles G. Cheleden,  Chairman, Randall T. Murrill, Jr. and Thomas
P.  Preston.  The Audit  Committee  meets at least  quarterly and met four times
during fiscal year 1995.

         Nominating  Committee.  The Nominating Committee consists of the entire
Board of Directors  and  considers  candidates  for  nomination  for election as
directors. The Committee did not meet during 1995. The Nominating Committee will
consider nominees  recommended by stockholders in accordance with the procedures
set forth in the Bylaws of the Company.

         Personnel and  Compensation  Committee.  The Personnel and Compensation
Committee  is composed of directors  who are not  officers of the  Company.  The
P
ersonnel and Compensation  Committee reviews and recommends for approval of the
Board of Directors  the  compensation  and benefits of the  executive  officers,
broad guidelines for the salary and benefits  administration  for other officers
and employees,  and the  compensation of directors.  In addition,  the Personnel
Committee is responsible for the administration of the Stock Option Plan and the
executive incentive plans,  including  recommendations to the Board of Directors
for awards under such plans. The Committee met three times during 1995.  Present
members of the Personnel Committee are Randall T. Murrill, Jr., Chairman, Joseph
R. Julian, R. Ted Weschler and Dale E. Wolf.


Directors' Compensation

         For the period January  through June 1995, the usual fees for directors
other than Charles G. Cheleden and Marvin N.  Schoenhals  were fixed at $600 for
each  month in which the  director  attended  at least  one  board or  committee
meeting.

         Effective  July 1995,  each  director  other than Messrs.  Cheleden and
Schoenhals  received an annual  retainer of $5,000.  Each director also received
$400 for each  Board  meeting  attended.  Chairpersons  of board  committees  or
subsidiary  boards receive an additional  $1,000 annual retainer and each member
of a committee or subsidiary board received $200 for each meeting attended.

         As Vice Chairman of the Company, Mr. Cheleden received a monthly fee of
$1,900 per month through June 1995.  Effective July 1995, Mr. Cheleden's monthly
fee is $1,650.  Such amounts are  intended to  compensate  Mr.  Cheleden for his
continuing  advice and service to the  Company.  Mr.  Schoenhal's  as  Chairman,
President and Chief Executive Officer does not receive director fees.

Executive Officers

         Marvin  N.  Schoenhals,  age 48,  has  served  as  President  and Chief
Executive Officer of the Company since November 1990 and was elected Chairman in
October 1992.  Prior to joining the Company,  Mr.  Schoenhals  was President and
Chief Executive  Officer of Peoples Savings Bank of Monroe,  Michigan from April
1988 until January 1990. From April 1987 until October 1987, Mr.  Schoenhals was
President and Chief  Executive  Officer of Sterling  Savings  Bank,  Southfield,
Michigan.


                                        8


<PAGE>



Prior to that,  Mr.  Schoenhals  held various  management  positions at Old Kent
Financial Corporation,  a bank holding company located in Grand Rapids, Michigan
from 1974 to 1987.

         R. William  Abbott,  age 55, has served as Executive Vice President and
Chief  Financial  Officer  since April 1993.  Prior to joining the Company,  Mr.
Abbott was Senior Vice President at Transohio Federal Savings Bank in Cleveland,
Ohio from  1992  until  March  1993.  During  1990 and 1991,  Mr.  Abbott  was a
financial  consultant for banks and thrifts. Mr. Abbott served as Executive Vice
President and Chief  Financial  Officer for Broadview  Federal Savings Bank from
November  1984 until May 1990 when it was merged into Charter One Savings  Bank,
Cleveland, Ohio. Mr. Abbott also serves as a Director of Star States Development
Company, WSFS Credit Corporation and Providential Home Income Plan, Inc.

         Gordon M. Dyott, age 42, has been Executive Vice President for Consumer
Services of the Bank since January 1989.  In September  1991,  Mr. Dyott assumed
the additional  responsibility  of overseeing the Operations and Data Processing
functions.  Mr. Dyott also serves as a Director of 838 Investment Group, Inc. He
was hired as Vice  President of  Marketing  in March 1983 and later  promoted to
Senior Vice  President of the Consumer  Banking  Department.  Mr. Dyott resigned
effective March 15, 1996.

         Patricia A. Muldoon,  age 56, has served as Executive Vice President of
the Commercial  Services Division since March 1, 1995. From September 1992 until
February  1995, Ms. Muldoon served as Senior Vice President of the Special Asset
Management  Group and the  Commercial  Services  Division  of the  Company.  Ms.
Muldoon  joined the  Company in January  1991 as Senior  Vice  President  of the
Special  Asset  Management  Group.  Ms.  Muldoon also serves as President  and a
Director  of  Star  States   Development   Company.   Prior  to  assuming   this
responsibility,   Ms.  Muldoon   provided   consulting   services  to  financial
institutions  relative to problem  loans.  Ms.  Muldoon was employed by Equimark
Corporation,  a bank holding company headquartered in Pittsburgh,  Pennsylvania,
from March 1985 to May 1990,  most  recently  holding the  position of Executive
Vice President, Manager of Corporate Assets (Problem Loans).

         Francis J. Pennella, age 52, has served as Senior Vice President of the
Retail Credit  Division since June 1993. Mr.  Pennella was promoted to Executive
Vice President in 1995. Prior to joining the Company,  Mr. Pennella held various
positions at Marine Midland Bank Delaware,  N.A., the most recent position being
Senior Vice President/Group Executive.

Business Relationships and Related Transactions

         Thomas P. Preston is a partner with the Wilmington,  Delaware office of
the law firm of Duane, Morris & Heckscher.  The law firm represented the Company
and its  affiliates  in certain  matters  during fiscal year 1995 and expects to
continue such representation in fiscal year 1996.

         Certain  directors  and  executive  officers  of the  Company and their
associates were customers of and had transactions  with the Company and the Bank
in the ordinary course of business during fiscal year 1995. Similar transactions
may be expected to take place with the Company and the Bank in the future. Loans
and commitments  included in such  transactions  were made on substantially  the
same terms,  including interest rate and collateral,  as those prevailing at the
time for  comparable  transactions  with other  persons and did not involve more
than the  normal  risk of  collectibility,  nor did  such  loans  present  other
unfavorable features.




                                        9


<PAGE>



                           SUMMARY COMPENSATION TABLE


         The following  table sets forth the cash and noncash  compensation  for
the  years  ended  December  31,  1995,  1994 and 1993 for the  Company's  Chief
Executive Officer and the four most highly compensated executive officers of the
Company whose salary and bonus earned in 1995 exceeded $100,000 (herein referred
to as "Named Executive Officers").

<TABLE>
<CAPTION>

                                         Annual Compensation                               Long-Term
                                         -------------------                              Compensation
                                                                             Other           Awards
Name and                                                                     Annual       Options/SARs        All Other
Principal Position                      Year      Salary      Bonus (1)  Compensation (2)   Shares (3)    Compensation (4)
- ------------------                      ----      ------      ---------  ---------------- -------------   ----------------

<S>                                    <C>      <C>            <C>         <C>              <C>                   <C>     
Marvin N. Schoenhals                   1995     $260,400       $251,000    $     --             --             $ 16,166
  Chairman of the Board, President     1994      260,400         88,550          --             --                8,988
  and Chief Executive Officer          1993      253,356            --           --             --                8,658

R. William Abbott (5)                  1995      140,707         91,000          --             --               14,568
  Executive Vice President             1994      137,833         25,000          --          10,000               3,493
  Chief Financial Officer              1993      100,298            --           --          40,000              45,516

Patricia A. Muldoon                    1995      129,183         94,000          --             --               13,757
  Executive Vice President,            1994      124,000         25,000          --           5,000               4,288
  Commercial Lending                   1993      120,000            --           --             --                5,054

Gordon M. Dyott (6)                    1995      127,847         78,000          --             --               13,889
  Executive Vice President             1994      125,218         17,000          --             --                3,619
  Consumer Services & Operations       1993      121,474            --           --             --                3,332

Francis J. Pennella (7)                1995      121,100         71,000          --             --               12,675
  Executive Vice President,            1994      120,500         17,000          --             --                2,677
  Retail Lending                       1993       58,824            --           --          10,000                 816


</TABLE>



- -----------
(1)   Includes  1995 bonuses  earned but not paid until 1996 under the Company's
      Short-Term  Incentive  Plan of $78,000,  $91,000,  $78,000 and $71,000 for
      Messrs. Schoenhals,  Abbott, Dyott and Pennella respectively,  and $94,000
      for Ms. Muldoon.

(2)   Does not include certain perquisites and other personal benefits the value
      of which did not  exceed  the  lesser of  $50,000 or 10% of salary for any
      named executive officer.

(3)   Represents  Stock  Options  granted in 1994 and SARs granted in 1993 under
      the Company's 1986 Stock Option Plan, as amended and restated.

(4)   The  amounts   included  in  All  Other   Compensation   in  1995  include
      contributions by the Company to the 401(k) Plan in the amounts of $15,502,
      $14,568,  $13,578 and $12,675 for Messrs.  Schoenhals,  Abbott,  Dyott and
      Pennella  respectively,  and $13,757 for Ms.  Muldoon.  All other  amounts
      represent the compensation value of life insurance.

(5)   Mr. Abbott became Chief Financial Officer in April 1993.

(6)   Mr. Dyott resigned effective March 15, 1996.

(7)   Mr. Pennella became Senior Vice President in June 1993.


                                       10


<PAGE>




Personnel and Compensation Committee Report on Executive Compensation

  Overview and  Philosophy.  The  Company's  executive  compensation  program is
administered  by  the  Personnel  and  Compensation  Committee  (the  "Personnel
Committee") of the Board of Directors. The Committee's  responsibilities include
reviewing  and  making  recommendations  to the  Board  of  Directors  regarding
compensation  of the Chief  Executive  Officer and  reviewing  and approving the
compensation  paid to other  executive  officers  of the  Company  listed in the
"Summary  Compensation  Table" that  follows  this report (the "Named  Executive
Officers").  The committee also administers the stock option and incentive plans
and assures compliance with Rule 16b-3 of the Securities Act of 1934.

  The  objective  of  the  compensation   program  is  to  establish  levels  of
compensation  sufficient  to attract and retain  highly  qualified and motivated
executives.  The  program  also seeks to align the  interests  of the  Company's
executive  management  with those of  stockholders  through the use of incentive
based  compensation  for  specific  performance  based  criteria and stock based
compensation for long-term stockholder value.

  Compensation  Program Elements.  The Company's executive  compensation program
consists of base salaries, a short-term cash incentive plan, a stock option plan
and miscellaneous other fringe benefits.

  Base Salary. Base salary levels are determined by the Committee with reference
to  corporate  and  individual   performance  in  relation  to  strategic  goals
established  each year,  competitive  market  trends and  special  circumstances
particular to the Company's  staffing needs. In determining  base salaries,  the
committee  refers  to data  obtained  from  nationally  recognized  compensation
surveys as well as  information  from  similar  sized  banks and  thrifts in the
Mid-Atlantic region.

  Short-Term  Incentive  Plan. In 1994, the Personnel  Committee of the Board of
Directors  approved a  Management  Incentive  Plan (MIP)  designed to reward the
accomplishment  of specific annual  financial  objectives.  These objectives for
1995 were  profitability,  capitalization and reductions in nonperforming  asset
levels.  Plan  participants  include  members of management  as designated  from
time-to-time by the Committee.  A "bonus pool" is established under the MIP each
year. The pool size is generally considered to equal 20% of the growth in pretax
earnings.  Final  determination of the "bonus pool," is subject to adjustment by
the Committee based upon the nature and the quality of pretax earnings.

  Individual   awards  are  earned  for  successfully   completing  agreed  upon
objectives as well as the individual's  contribution to the Company's  financial
performance.  All of the  "Named  Executive  Officers"  (including  the CEO) are
eligible to receive such awards. Total awards accrued under the MIP in 1995 were
approximately  $1,200,000.  Awards in 1994  were  approximately  $300,000.  Such
awards,  however,  may not be paid unless the levels of nonperforming assets are
2% or less of total  consolidated  assets.  All awards under the MIP are paid in
cash and have been paid since  nonperforming  asset  levels were less than 2% at
December 31, 1995.

  Stock Options and SARs. As a performance  incentive and to encourage ownership
of the Common Stock and further align managements' and stockholders'  interests,
the  Committee  has issued  stock  options and stock  appreciation  rights.  The
Committee  did not  issue any such  stock  awards  during  1995.  The  Committee
periodically reviews and awards stock options and/or SARs to management based on
factors it deems  important;  however,  the  Committee  does not intend to issue
awards on an annual basis.




                                       11


<PAGE>



  Compensation  of Chief Executive  Officer.  In 1995, Mr.  Schoenhals  received
total cash  payments  of $509,400 in salary and bonuses (as shown in the Summary
Compensation  Table).  During 1995,  Mr.  Schoenhals  earned a bonus of $251,000
under the  Company's  Short-Term  Incentive  Plan of which  $173,000 was paid in
calendar year 1995. Mr.  Schoenhals'  base salary was established at $248,000 in
his employment  agreement with the Company.  This base salary may be maintained,
increased  or  decreased  from  time-to-time  by  the  Board.   Based  upon  the
recommendations  of  the  Committee,   Mr.  Schoenhals'  base  compensation  was
increased to $260,400 in 1994.

  The Committee  considered the above compensation  appropriate in light of WSFS
Financial  Corporation's record earnings,  continued reductions in the levels of
nonperforming assets and the leadership of Mr. Schoenhals in accomplishing these
goals.

  Compensation Committee Interlock and Insider Participation. During fiscal year
1995, no members of the Personnel  Committee were  considered  insiders nor were
there any  interlocking  relationships  other than as disclosed in the "Business
Relationships and Related Transactions" section of this Proxy Statement.

                               Randall T. Murrill, Jr.
                               Joseph R. Julian
                               R. Ted Weschler
                               Dale E. Wolf
                               Members of the Personnel and
                                  Compensation Committee

                                      


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

  There were no stock  option or stock  appreciation  awards made during  fiscal
year 1995.

                     OPTION/SAR EXERCISES AND YEAR-END VALUE

  The following table sets forth information  concerning the exercise of options
and SARs by the Chief Executive  Officer and the other Named Executive  Officers
during the last fiscal year,  as well as the value of such options and SARs held
by such persons at the end of the fiscal year.

<TABLE>
<CAPTION>


                                                             Number of Securities          Value of Unexercised
                                                           Underlying Unexercised               In-The-Money
                                                              Options/SARs Held               Options/SARs at
                                                            at December 31, 1995          December 31, 1995 (1)
                         Shares Acquired      Value        -------------------------      ------------------------
                           on Exercise      Realized      Exercisable   Unexercisable    Exercisable   Unexercisable
                         ---------------    --------      -----------   -------------    -----------   -------------

<S>                     <C>                 <C>            <C>               <C>        <C>               <C>     
Marvin N. Schoenhals        --              $  --          208,622           67,478     $1,455,683        $488,685
R. William Abbott           --                 --           26,000           24,000        138,625         132,000
Patricia A. Muldoon         --                 --           34,500            3,000        228,700          22,050
Gordon M. Dyott             --                 --           34,304            4,336        237,192          31,870
Francis J. Pennella         --                 --            4,000            6,000         19,500          29,250

</TABLE>


(1)   Based  on  the  closing  price  of  $9.00  as  reported  on  the  National
      Association of Securities Dealers Automated Quotation  ("NASDAQ") National
      Market System on December 31, 1995 less the exercise/base  price.  Options
      and SARs are considered in-the-money if the market value of the underlying
      securities exceeds their exercise or base prices, respectively.


                                       12


<PAGE>




      Employment  and  Severance  Agreements.  The Company  has entered  into an
employment  agreement  with Mr.  Schoenhals  for a period of thirty-six  months,
beginning May 1, 1993. In 1995 the term of this agreement was extended to May 1,
1998. The agreement  provides for the employment of Mr.  Schoenhals as Chairman,
President  and  Chief  Executive  Officer  at a  base  salary  of  $248,000,  as
maintained,   increased  or  decreased  from  time-to-time  by  the  Board.  The
employment  agreement  further provides for  participation by Mr.  Schoenhals in
incentive  compensation  and other  employee  benefit  plans  maintained  by the
Company. In the event of Mr. Schoenhals'  involuntary  termination of employment
in connection  with, or within one year after, any change in control of the Bank
or the Company,  other than for "just  cause," he will be paid within 10 days of
such  termination an amount equal to 2.99 times his annual salary at the rate in
effect  immediately  prior to  termination  provided that the  aggregate  amount
payable under the agreement may not equal or exceed the  difference  between (i)
2.99 times his "base  amount," as defined in Section  280G(b)(3) of the Internal
Revenue  Code of 1986  (the  "Code"),  and (ii) the sum of any  other  parachute
payments,  as defined under Section  280G(b)(2) of the Code, that Mr. Schoenhals
receives on account of a change in control.  "Control"  generally  refers to the
acquisition,  by any person or entity,  of the  ownership  or power to vote more
than 25% of the Bank's or Company's voting stock, the control of the election of
a  majority  of the  Bank's or the  Company's  directors  or the  exercise  of a
controlling  influence  over  the  management  or  policies  of the  Bank or the
Company. In addition, under the employment agreement, a change in control occurs
when,  during any consecutive  two-year period,  directors of the Company or the
Bank at the beginning of such period cease to constitute two-thirds of the Board
of  Directors  of the Company or the Bank,  unless the  election of  replacement
directors  was  approved by  two-thirds  vote of the initial  directors  then in
office. The employment agreement also provides for a similar lump sum payment to
be made in the event of Mr.  Schoenhals'  voluntary  termination  of  employment
within one year  following a change in control if certain  events have occurred,
which have not been consented to in writing by Mr. Schoenhals, including (i) Mr.
Schoenhals  being  requested  to move his  personal  residence  or  perform  his
principal  executive  functions  more  than 35 miles  from his  current  primary
office,  (ii) a reduction  in his  compensation  and benefits as then in effect,
(iii) the assignment of duties and  responsibilities to Mr. Schoenhals which are
other than those normally  associated with his position with the Company and the
Bank,  (iv) a material  decrease in his  authority  and  responsibility,  or (v)
failing to re-elect him to the Company's or the Bank's Board of  Directors.  The
maximum  aggregate  payments that would be made to Mr.  Schoenhals  assuming his
termination of employment under the foregoing circumstances at December 31, 1995
would have been approximately $779,000.

     WSFS also has entered into a severance  agreement with Mr. William  Abbott,
which provides for one year severance benefits to be paid in one lump sum to Mr.
Abbott in the event of  termination  without  cause.  The amount  payable to Mr.
Abbott  under this  agreement  if he had been  terminated  without  cause during
fiscal year 1995 would have been approximately $141,000.

     The Bank also has an executed,  amended and restated  employment  agreement
with Mr. Dyott whereby he will serve as an executive vice president of WSFS, and
in the event of death or disability,  he or his  beneficiaries  would receive an
amount equal to three times his average  annual  salary for the  preceding  five
years  reduced  by  other  benefits  paid by the  Company.  Mr.  Dyott  resigned
effective March 15, 1996.








                                       13


<PAGE>







 
                      COMPARATIVE STOCK PERFORMANCE GRAPH

     The graph and table which  follow show the  cumulative  total return on the
common  stock of the  Company  over  the  last  five  years,  compared  with the
cumulative  total return of the Dow Jones Equity  Market Index and the Dow Jones
Savings  and Loan Index over the same  period.  Cumulative  total  return on the
stock or the index  equals the total  increase in value since  December 31, 1990
assuming  reinvestment  of all  dividends  paid  into the  stock  or the  index,
respectively.  The graph and table were prepared assuming that $100 was invested
on  December  31,  1990 in the Common  Stock of the  Company  and in each of the
indexes.



                      CUMULATIVE TOTAL SHAREHOLDER RETURN
                 COMPARED WITH PERFORMANCE OF SELECTED INDEXES
                  December 31, 1990 through December 31, 1995
                            
                           

 
    600 |------------------------------------------------------------------| 
        |                                                                  |
        |                                                             *    | 
        |                                                                  | 
    500 |------------------------------------------------------------------|  
        |                                                                  |
        |                                                                  |
        |                                                                  |
    400 |------------------------------------------------------------------| 
        |                                                                  |
        |                                                                  |
        |                                                                  | 
    300 |------------------------------------------------------------------| 
        |                                     *                            |
        |                                                             #    | 
        |                                                 *           &    | 
    200 |------------------------------------------------------------------| 
        |                         *           &#          &                |
        |               #         &#                      #                |
        |               &                                                  | 
    100 |---*&#------------------------------------------------------------| 
        |               *                                                  |
        |                                                                  |
        |                                                                  | 
      0 |----|----------|---------|-----------|-----------|-----------|----| 
            1990       1991      1992        1993        1994        1995

                                                                             
        * = Company                      & = Dow Jones Equity Market Index
                      # = Dow Jones Savings and Loan Index



<TABLE>
<CAPTION>
                                                           Five Year Total Return
                                        ----------------------------------------------------------
<S>                                     <C>        <C>       <C>        <C>        <C>        <C>
                                        1990       1991      1992       1993       1994       1995
                                        ----       ----      ----       ----       ----       ----
Company                            *     100        69        180        252        217        540       
Dow Jones Equity Market Index      &     100       132        144        158        159        221
Dow Jones Savings and Loan Index   #     100       148        155        162        141        235
</TABLE>








                                       14


<PAGE>







                              INDEPENDENT AUDITORS

     The Board of Directors of the Company  expects to appoint KPMG Peat Marwick
LLP as independent auditors of the Company for the year ended December 31, 1996.
KPMG Peat Marwick LLP has served as the  Company's  independent  auditors  since
1994. A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting to respond to appropriate questions and will have the opportunity
to make a statement if they desire to do so.

     During 1994,  the Company  changed  independent  auditors.  This change was
unanimously approved by the Audit Committee of the Board of Directors.  Prior to
1994, the Company's  independent  auditors were Price Waterhouse LLP. There were
no  disagreements  with  Price  Waterhouse  LLP  on  any  matter  of  accounting
practices, financial statement disclosures or auditing scope or procedure at the
time of their dismissal.

                        ADVANCE NOTICE OF CERTAIN MATTERS
                      TO BE CONDUCTED AT AN ANNUAL MEETING

     The Bylaws of the Company  provide an advance notice  procedure for certain
business,  or  nominations  to the Board of Directors,  to be brought before the
Annual Meeting. In order for a stockholder to properly bring business before the
Annual  Meeting  or to  propose  a  nominee  to  the  Board  of  Directors,  the
stockholder  must give written  notice to the  Secretary of the Company not less
than thirty days before the time  originally  fixed for such meeting;  provided,
however,  that in the event that less than forty  days'  notice or prior  public
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder  to be timely  must be  received  no later than the close of
business on the tenth day  following the day on which such notice of the date of
the Annual  Meeting was mailed or such public  disclosure  was made.  The notice
must include the stockholder's name and address as they appear on the records of
the  Company  and number of shares  beneficially  owned by the  stockholder  and
describe  briefly the proposed  business,  the reasons for bringing the business
before the Annual  Meeting and any material  interest of the  stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.

                  STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

     It is anticipated  that the proxy  statement and form of proxy for the 1997
Annual Meeting of Stockholders will be mailed during March of 1997.  Stockholder
proposals intended to be presented at the 1997 annual meeting of stockholders of
WSFS  Financial  Corporation  must  be  received  by  December  1,  1996,  to be
considered  for inclusion in the proxy  statement and form of proxy  relating to
such meeting and should be addressed to the Secretary at the Company's principal
office.

                             ADDITIONAL INFORMATION

     No matters other than those set forth in the Notice of Meeting accompanying
this Proxy Statement are expected to be presented to stockholders  for action at
the Annual  Meeting.  However,  if other matters are presented  which are proper
subject  for  action by  stockholders  and which may  properly  come  before the
meeting,  it is the intention of those named in the  accompanying  proxy to vote
such proxy in their discretion upon such matters.

                                       15


<PAGE>





                                  MISCELLANEOUS

     The  expenses of the  solicitation  of the proxies,  including  the cost of
preparing and distributing  the proxy materials,  the handling and tabulation of
proxies  received  and  charges  of  brokerage  houses  and other  institutions,
nominees or fiduciaries in forwarding such documents to beneficial owners,  will
be paid by the  Company.  In  addition  to the  mailing of the proxy  materials,
solicitation may be made in person or by telephone,  telegraph or other modes of
electronic  communication  by  the  Company  or  its  employees.  The  Company's
directors, management and employees will receive no compensation for their proxy
solicitation  services  other than  their  regular  salaries  and  overtime,  if
applicable, but may be reimbursed for out-of-pocket expenses.

                     ANNUAL REPORT AND FINANCIAL STATEMENTS

     The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995,  including financial  statements prepared in conformity with generally
accepted accounting  principles,  accompanies this Proxy Statement.  Such Annual
Report is not part of the proxy solicitation materials.




























                                       16


<PAGE>

/x/  Please mark your
     votes as in this
     example.

                         WITHHOLD AUTHORITY
                           to vote for all 
                FOR     nominees listed below  Nominees: Charles G. Cheleden,
1. Election of  /  /            /  /                     Joseph R. Julian and
   Directors:                                            Dale E. Wolf each for
                                                         three year terms 
                                                         expiring 1999.

(To withhold authority to vote any individual nominee write
the nominee's name on the line provided below).

- ------------------------------------------------------------

                    The proxy is revocable and, when properly executed, will be
                  voted in the manner directed hereby by the undersigned. If no
                  directions are made, this proxy will be voted FOR each of the
                  nominees listed. The undersigned, by executing and delivering
                  this proxy, revokes the authority given with respect to any
                  earlier dated proxy submitted by the undersigned.

                  The Board of Directors recommends a vote FOR all nominees
                  listed to the left:

                    Unless contrary direction is given, the right is reserved in
                  the sole discretion of the Board of Directors to distribute
                  votes among some or all of the above nominees in a manner
                  other than equally so as to elect as directors the maximum 
                  possible number of such nominees.

                    In their discretion the proxies are authorized to vote upon
                  such other business as may properly come before the Annual 
                  Meeting.

                    The undersigned acknowledges receipt of the Notice of 
                  Annual Meeting of Stockholders and of a Proxy Statement of 
                  WSFS Financial Corporation.

                   PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
                      PROMPTLY USING THE ENCLOSED ENVELOPE.


SIGNATURES(S)                         DATE
             -------------------------    -----------
NOTE: Please sign exactly as name appears hereon. If signing as attorney, 
      executor, administrator, trustee or guardian, please indicate the 
      capacity in which you are acting. Proxies executed by corporations should
      be signed by a duly authorized officer.



         This Proxy is Solicited on Behalf of the Board of Directors of
             
                           WSFS FINANCIAL CORPORATION      
                                     for the 
                      1996 Annual Meeting of Stockholders 

                                REVOCABLE PROXY 

  The undersigned hereby appoints Marvin N. Schoenhals, and R. William Abbott or
any of them, with full power of substitution, to act as attorneys and proxies 
for the undersigned and to vote all shares of Common Stock of WSFS Financial
Corporation, which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders to be held on April 25, 1996 at 4:00 p.m., or at any adjournments
thereof, as follows:

                  THIS PROXY IS CONTINUED ON THE REVERSE SIDE. 
              PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.