<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            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
/ / Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12


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


 -----------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

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

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

    5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.
/ / 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 19801
                                 (302) 792-6000

                                                                March 20, 1998

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 The DuPont Country
Club, Crystal Ballroom, 1001 Rockland Road, Wilmington, Delaware 19803, on
Thursday, April 23, 1998 at 4:00 p.m. At this meeting, stockholders will be
asked to consider a proposal to re-elect directors whose terms are expiring.

         Your vote is important 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 23, 1998

To the Stockholders:

         Notice is hereby given that the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company") will be held at The DuPont Country Club,
Crystal Ballroom, 1001 Rockland Road, Wilmington, Delaware 19803 on Thursday,
April 23, 1998, 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 9, 1998, 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, Treasurer & Secretary

M
arch 20, 1998

- ------------------------------------------------------------------------------
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 23, 1998

         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 23, 1998, and
at any adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 20, 1998.

                       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 named 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 any adjournments or postponements
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 9, 1998 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 12,464,479
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.

                                       -1-

<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, as amended (the "Exchange
Act"). 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.


<TABLE>
<CAPTION>
 
                                                   Amount and Nature
                                                      of Beneficial          Percent
Name                                                  Ownership (1)          of Class
- -------------------------------------------------------------------------------------
<S>                                                <C>                        <C>   
John W. Rollins, Sr. (2)                           1,476,643 shares           11.85%
Wellington Management Company, LLP (3)               975,900 shares            7.83%
Fidelity Management & Research Company (4)           708,500 shares            5.68%
</TABLE>


(1)      In accordance with Rule 13d-3 under the Exchange Act, 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 1,186,743 shares of Common Stock individually
         and has sole voting and investment power with respect to these shares.
         The amount shown in the table includes 130,000 shares owned by a
         company which is wholly-owned by Mr. Rollins and 159,900 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 the
         159,900 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 their performance of their 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.

(3)      The address of Wellington Management Company, LLP is 75 State Street,
         Boston Massachusetts  02109.

(4)      The address of Fidelity Management and Research Company is 82
         Devonshire Street, Boston, Massachusetts 02109.

                                      -2-

<PAGE>


                       PROPOSAL 1 -- ELECTION OF DIRECTORS

         The number of directors is currently fixed at nine members. The Board
of Directors is divided into three classes. 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.

         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 Thomas P. Preston, Marvin N. Schoenhals and R.
Ted Weschler, 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 nominee and each director
continuing in office, his or her name, age (as of December 31, 1997), year first
elected as a director of WSFS, year of expiration of his or her current term as
a director of the Company, his or her principal occupation for at least the last
five years and his or her directorships in other subsidiaries of the Company and
in other companies:

                                      -3-

<PAGE>


<TABLE>
<CAPTION>
                               Year First         Current
                                Elected            Term
                                Director            to
Name                    Age     of WSFS           Expire         Principal Occupation                Directorship(s)
- -------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>              <C>            <C>                                 <C>
                                                 NOMINEES FOR A TERM TO EXPIRE IN 2001


Thomas P. Preston       51        1990             1998      Partner, Duane, Morris &               WSFS; Wood Royalty
                                                             Heckscher (law firm)                   Management Company

Marvin N. Schoenhals    50        1990             1998      Chairman of WSFS Financial             WSFS, Star States Development
                                                             Corporation since 1992; President      Company, WSFS Credit
                                                             and Chief Executive Officer of
                                                             Corporation, WSFS Financial            838 Investment Group, Inc.,
                                                             Corporation since November 1990        Community Credit Corporation,
                                                                                                    Federal Home Loan Bank of
                                                                                                    Pittsburgh

R. Ted Weschler         36        1992             1998      Since 1990, Executive Officer -        WSFS, Star States Development
                                                             Quad-C, Inc., a Delaware corporation   Company, Deerfield Healthcare
                                                             which commenced operations in 1990     Corporation, Collins & Aikman
                                                             and acts as the general partner        Floorcoverings, Inc.
                                                             for several investment partnerships

                                                     DIRECTORS CONTINUING IN OFFICE

Charles G. Cheleden     54        1990             1999      October 1992 to present: Vice          WSFS, Star States Development
                                                             Chairman of WSFS Financial             Company
                                                             Corporation; August 1990 to
                                                             October 1992: Chairman WSFS
                                                             Financial Corporation;
                                                             January 1990 to present:
                                                             self-employed (i) consultant to
                                                             banks and thrifts, and (ii) attorney

Joseph R. Julian        60        1983             1999      President,                             WSFS, James Julian, Inc.
                                                             James Julian, Inc.
                                                             (highway construction company)

Dale E. Wolf            73        1993             1999      Since February 1998, Vice              WSFS, WSFS Credit Corp.,
                                                             Chairman, WSFS Financial               Harmony Products, Inc.,
                                                             Corporation;                           Daynell International, LLC;
                                                             Since 1993, Senior International       Auxein Corporation; DCV, Inc.
                                                             Consultant, Mezullo and McCandlish
                                                             (law firm); 1989-1993, Lieutenant
                                                             Governor/Governor of the State of
                                                             Delaware
</TABLE>

                                      -4-

<PAGE>


<TABLE>
<CAPTION>
                               Year First         Current
                                Elected            Term
                                Director            to
Name                    Age     of WSFS           Expire         Principal Occupation                Directorship(s)
- -------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>              <C>            <C>                                 <C>
David E. Hollowell      50        1997             2000      Executive Vice President,              WSFS
                                                             University of Delaware

Michele M. Rollins      52        1992             2000      President, Rollins Jamaica, LTD        WSFS
                                                             (real estate development holding
                                                             company)

Claibourne D. Smith     59        1994             2000      Vice President, Technology and         WSFS, Community Credit
                                                             Professional Development, E.I.         Corporation
                                                             duPont de Nemours & Company,           
                                                             Incorporated (multinational 
                                                             chemical company)           
</TABLE>

                                                             

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, including those 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 (2)
- -------------------------------------------------------------------------------

Charles G. Cheleden (3)                      24,600 shares              *
David E. Hollowell                            4,500 shares              *
Joseph R. Julian (4)                         59,676 shares              *
Thomas P. Preston                             1,500 shares              *
Michele M. Rollins (5)                    1,476,643 shares             11.71%
Marvin N. Schoenhals (6)                    229,622 shares              1.82%
Claibourne D. Smith                             800 shares              *
R. Ted Weschler                               8,311 shares              *
Dale E. Wolf                                 22,140 shares              *
R. William Abbott (7)                        44,631 shares              *
Karl L. Johnston (8)                          1,800 shares              *
Patricia A. Muldoon (9)                      36,667 shares              *
Joseph M. Murphy (10)                        14,536 shares              *
Thomas E. Stevenson (11)                      2,392 shares              *
Directors and executive officers
  as a group (14 persons)                 1,927,818 shares             15.30%

                                      -5-

<PAGE>

*        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. Hollowell, 4,500 shares; Mr. Julian, 59,176 shares; Mr.
         Schoenhals, 11,970 shares; and Mr. Johnston, 1,500 shares.
(2)      In calculating the percentage ownership of each named individual and
         the group, the number of shares outstanding is deemed to include any
         shares of the Common Stock which the individual or the group has the
         right to acquire within 60 days of the Record Date.
(3)      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, 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.
(4)      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.
(5)      The amount shown includes 1,316,743 shares of Common Stock owned by
         Mrs. Rollins' spouse, John W. Rollins, Sr., and by a company
         wholly-owned by John W. Rollins. Mr. Rollins 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 24,950 shares of Common Stock held in Mr.
         Schoenhals' account in the Company's 401(k) Plan, 98,925 shares of
         Common Stock that may be acquired through options granted under the
         Company's Stock Option Plans, all of which were exercisable as of the
         Record Date, and 5,500 shares of Common Stock held by his wife in an
         Individual Retirement Account.
         The amount does not include 5,970 shares of Common Stock held by his
         mother.
(7)      The amount shown includes 11,991 shares of Common Stock held in Mr.
         Abbott's account in the Company's 401(k) Plan. 
(8)      The amount shown includes 300 shares owned by Mr. Johnston's son.
(9)      The amount shown includes 6,667 shares of Common Stock held in Ms.
         Muldoon's account in the Company's 401(k) Plan. The amount also
         includes 30,000 shares of Common Stock that may be acquired through the
         exercise of options granted under the Stock Option Plans, all of which
         are exercisable as of the Record Date.
(10)     Includes 11,256 shares of Common Stock held in Mr. Murphy's account in
         the Company's 401(k) Plan. The amount also includes 3,200 shares of
         Common Stock that may be acquired through the exercise of options
         granted under the Stock Option Plans, all of which are exercisable as
         of the Record Date.
(11)     Includes 52 shares of Common Stock held in Mr. Stevenson's account in
         the Company's 401(k) Plan. The amount also includes 2,340 shares of
         Common Stock that may be acquired through the exercise of options
         granted under the Stock Option Plans, all of which are exercisable as
         of the Record Date.

Meetings and Committees of the Board of Directors

         The Board of Directors conducts its business through meetings of the
Board and its committees. During the year ended December 31, 1997, the Board of
Directors held 12 meetings. No directors other than Mr. Julian and Mrs. Rollins
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:

                                      -6-

<PAGE>

         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, Thomas P. Preston, Michele
M. Rollins and R. Ted Weschler. The Executive Committee met 11 times during
1997.

         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 Thomas P. Preston, Chairman, David E. Hollowell, Joseph R. Julian
and Claibourne D. Smith. The Audit Committee meets at least quarterly and met
four times during fiscal year 1997.

         Nominating Committee. The Nominating Committee consists of the entire
Board of Directors and considers candidates for nomination for election as
directors. The Nominating Committee will consider nominees recommended by
stockholders in accordance with the procedures set forth in the Bylaws of the
Company. The Committee did not meet during 1997.

         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 Plans and
the executive incentive plans, including recommendations to the Board of
Directors for awards under such plans. Present members of the Personnel
Committee are Dale E. Wolf, Chairman, Charles G. Cheleden, David E. Hollowell,
Joseph R.
Julian and R. Ted Weschler. The Committee met three times during 1997.


Directors' Compensation

         During 1997 each non-employee director received an annual retainer of
$5,000. Each director also received $600 for each Board meeting attended.
Chairpersons of board committees or subsidiary boards received an additional
$1,000 annual retainer and each member of a committee or subsidiary board
received $400 for each meeting attended. As Vice Chairman of the Company, Mr.
Cheleden received a fee of $1,650 per month from January 1997 through June 1997
and $1,400 per month from July 1997 through December 1997 to compensate him for
his continuing advice and service to the Company.

         Beginning in 1998, as part of their annual retainer, Board members now
receive 500 shares of the Company's common stock each year, as well as $9,000 in
cash. Attendance fees for Board members have been eliminated. Committee fees,
including chairperson retainers, remain the same as in 1997.


                                       7

<PAGE>

         Mr. Schoenhals as Chairman, President and Chief Executive Officer does
not receive director fees.

Executive Officers

         Marvin N. Schoenhals, age 50, 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. 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. In February 1997, Mr. Schoenhals was elected to the
Board of Directors of the Federal Home Loan Bank of Pittsburgh.

         R. William Abbott, age 57, has served as Executive Vice President,
Chief Financial Officer, Treasurer and Secretary 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 and WSFS Credit Corporation.

         Karl L. Johnston, age 49, joined the Bank as Executive Vice President,
Chief Lending Officer in May 1997. Mr. Johnston has over 27 years of banking
experience in the Bank's local market area. Prior to joining the Bank, Mr.
Johnston spent his entire 27 year banking career at the Delaware Trust Company
(which recently became CoreStates Bank as a result of a 1996 merger). With
CoreStates, he was a Senior Vice President responsible for middle market
business relationships for the state of Delaware, Delaware County, Pennsylvania
and northern Maryland and Virginia. Previous to the merger with CoreStates, he
was Executive Vice President and Commercial Banking Group executive for Delaware
Trust.

         Patricia A. Muldoon, age 58, has served as Senior and Executive Vice
President in 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. Prior to assuming this
responsibility, Ms. Muldoon provided consulting services to financial
institutions for 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).

                                      -8-

<PAGE>

         Joseph M. Murphy, age 55, joined the Bank as Executive Vice President,
Retail Banking in December 1996. Mr. Murphy has over 20 years of experience in
retail banking. Prior to joining WSFS, Mr. Murphy had been a Regional President
of Centerbank, a Waterbury, Connecticut savings bank, since 1995, after having
served as the Chairman and President of Center Capital Corp., Avon, Connecticut,
an equipment leasing subsidiary of Centerbank, since 1990. Mr. Murphy also
serves as president of Community Credit Corporation and an Officer of 838
Investment Group, Inc.

         Thomas E. Stevenson, age 45, has served as Executive Vice President,
Chief Information Officer of the Bank since October 1996. Mr. Stevenson has
worked in the field of banking and technology for over 20 years, most recently
with Electronic Payment Services, Inc., a provider of electronic funds transfer
services, where he had served as Quality Assurance Manager since 1994 and as
Vice President of Operations for one of its predecessors from 1990 to 1994.

























                                      -9-

<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 stock option and incentive plans and
assures compliance with Rule 16b-3 of the Exchange Act.

         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 1997 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 1997 were approximately $1,100,000. 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% of total assets at December 31, 1997.

                                      -10-

<PAGE>

                  Stock Options and SARs. As a performance incentive and to
         encourage ownership of the Common Stock and further align the interests
         of management and stockholders, the Committee has issued stock options
         and stock appreciation rights (SARs) under the 1986 and 1997 Stock
         Option Plans ("Stock Option Plans"). The 1986 Stock Option Plan expired
         in November 1996. The Committee issued 78,700 stock options in 1997
         under the 1997 Stock Option Plan. 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.

         Compensation of the Chief Executive Officer. For fiscal year 1997, Mr.
Schoenhals earned $260,400 in base salary. Mr. Schoenhals' base salary has been
set at that level for the past four fiscal years reflecting the desire of the
Personnel Committee and Mr. Schoenhals to base a greater portion of his
compensation on awards under the Company's performance-based incentive programs.
In this regard, Mr. Schoenhals earned a $202,000 bonus for fiscal year 1997
under the MIP which bonus was paid after the end of the fiscal year. As
described above, the size of the MIP bonus pool is generally set as a percentage
of the Company's growth in pre-tax earnings during the year. The bonus awarded
to Mr. Schoenhals under the MIP reflects the Company's achievement of specific
financial goals for the 1997 fiscal year as well as the Personnel Committee's
assessment of Mr. Schoenhals' contribution to the achievement of those goals.
Factors considered by the Personnel Committee in assessing Mr. Schoenhals'
contribution included his leadership role in formulating and executing the
Company's business strategy. In addition to the foregoing cash compensation, Mr.
Schoenhals was awarded options to purchase 16,600 shares of the Common Stock
under the 1997 Stock Option Plan, representing 21.1% of the options granted to
employees during the year. The foregoing options vest and become exercisable at
the rate 20% per annum beginning one year after the date of grant. The Personnel
Committee believes that the grant of options will, among other things, create
additional incentive to create long-term value for stockholders.

         Compensation Committee Interlock and Insider Participation. During
fiscal year 1997, no members of the Personnel Committee were considered insiders
nor were there any interlocking relationships or relationships with the Company
other than as disclosed in the "Business Relationships and Related Transactions"
section of this Proxy Statement.

                           Dale E. Wolf, Chairman
                           Charles G. Cheleden
                           David E. Hollowell
                           Joseph R. Julian
                           R. Ted Weschler
                           (Members of the Personnel and Compensation Committee)

                                      -11-

<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 & Loan Associations Index over the same period. Cumulative total return
on the stock or the index equals the total increase in value since December 31,
1992, 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, 1992 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, 1992 through December 31, 1997


800 |-------------------------------------------------------------------------|
    |                                                                         |
    |                                                                         |
    |                                                                         |
700 |-------------------------------------------------------------------------|
    |                                                                         |
    |                                                                      *  |
    |                                                                         |
600 |-------------------------------------------------------------------------|
    |                                                                         |
    |                                                                         |
    |                                                                         |
500 |-------------------------------------------------------------------------|
    |                                                                         |
    |                                                                         |
    |                                                                         |
400 |-------------------------------------------------------------------------|
    |                                                                         |
    |                                                          *              |
    |                                                                      +  |
300 |-------------------------------------------*-----------------------------|
    |                                                                         |
    |                                                                      @  |
    |                                                                         |
200 |-------------------------------------------------------------------------|
    |                                                        @+               |
    |                                          @+                             |
    |              *                                                          |
    |                             *                                           |
    |               @             @                                           |
100 |*@+-------------+--------------------------------------------------------|
    |                             +                                           |
    |                                                                         |
    |                                                                         |
  0 |-------------------------------------------------------------------------|
      1992         1993          1994          1995          1996         1997
 


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                      1992       1993      1994       1995      1996       1997
- ---------------------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>       <C>        <C>       <C>        <C> 
WSFS Financial Corporation                  *         $100       $140      $121       $300      $340       $667
                                                      
Dow Jones Equity Market Index               @          100        110       111        153       189        252
                                                      
Dow Jones Savings & Loan Associations Index +          100        104         91       151       188        329
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -12-

<PAGE>


                           SUMMARY COMPENSATION TABLE

         The following table sets forth the cash and noncash compensation for
the years ended December 31, 1997, 1996 and 1995 for the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company whose salary and bonus earned in 1997 exceeded $100,000 (herein
referred to as "Named Executive Officers").


<TABLE>
<CAPTION>
                                                                                    Long-Term
                                                                                  Compensation
                                                                                     Awards
                                            Annual Compensation                      ------
                                     ---------------------------------------       Securities
Name and                                                     Other Annual          Underlying          All Other
Principal Position           Year    Salary       Bonus(1)   Compensation(2)     Options/SARs(3)    Compensation(4)
- ------------------           ----    ------       --------   ---------------     ---------------    ---------------
<S>                          <C>    <C>           <C>            <C>                <C>               <C>     
Marvin N. Schoenhals         1997   $260,400      $202,000       $  --              16,600            $ 12,146
Chairman of the Board,       1996    260,400       362,000          --              32,600               9,632
President and Chief          1995    260,400       251,000          --                  --              16,166
Executive Officer

R. William Abbott            1997    141,168        96,000          --               6,800              11,240
Executive Vice President,    1996    141,168       141,000          --              13,200               8,572
Chief Financial Officer,     1995    140,707        91,000          --                  --              14,568
Treasurer and Secretary

Patricia A. Muldoon          1997    131,300        62,000          --               5,000              10,286
Senior Vice President,       1996    131,083       124,000          --                  --               8,108
Commercial Services          1995    129,183        94,000          --                  --              13,757

Joseph M. Murphy (5)         1997    160,000        75,000          --               7,700                  --
Executive Vice President,    1996      6,667        20,000          --              16,400                  --
Retail Banking

Thomas E. Stevenson (5)      1997    125,000        86,000          --               7,600               1,689
Executive Vice President,    1996     28,205        20,000          --              11,700                  --
Chief Information Officer
</TABLE>


(1)      For each fiscal year, includes bonuses earned but not paid until the
         following fiscal year under the Company's Short-Term Incentive Plan
(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 under the Company's 1986 and 1997
         Stock Option Plans.
(4)      The amounts included in All Other Compensation in 1997 include
         contributions by the Company to the 401(k) Plan in the amounts of
         $11,482, $11,240 and $1,689 for Messrs. Schoenhals, Abbott, Stevenson,
         respectively, and $10,286 for Ms. Muldoon. Other amounts include life
         insurance payments.
(5)      Messrs. Murphy and Stevenson were hired in December and October 1996,
         respectively.

                                      -13-

<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table contains information concerning the grant of stock
options under the Company's 1997 Stock Option Plan to the Chief Executive
Officer and each of the other Named Executive Officers during 1997. No SARs were
granted during 1997.


<TABLE>
<CAPTION>
                                                                                        Potential Realizable 
                                                                                          Value at Assumed   
                       Number of       % of Total                                       Annual Rates of Stock
                      Securities         Options                                          Price Appreciation 
                      Underlying       Granted to         Exercise                       for Option Term (3) 
                        Options       Employees in         or Base     Expiration       --------------------
Name                  Granted (1)      Fiscal Year        Price (2)       Date           5%             10%
- ----                  -----------      -----------        ---------       ----          ----           ----
<S>                      <C>               <C>            <C>            <C>            <C>         <C>     
Marvin N. Schoenhals     16,600            21.1%          $18.81         9/25/07        $196,370    $497,640
R. William Abbott         6,800             8.6            18.81         9/25/07          80,441     203,852
Patricia A. Muldoon       5,000             6.4            17.75        10/24/07          55,814     141,445
Joseph M. Murphy          7,700             9.8            18.81         9/25/07          91,087     230,833
Thomas E. Stevenson       7,600             9.7            18.81         9/25/07          89,904     227,835
</TABLE>


(1)  Options granted are exercisable one year from grant date, vest in 20% per
     annum increments and expire ten years from the grant date. To the extent
     not already exercisable, the options generally become immediately
     exercisable in the event of a change in control of the Company, generally
     defined as the acquisition of beneficial ownership of 25% or more of the
     Company's voting securities by any person or group of persons.

(2)  In each case, the exercise or base price was equivalent to the fair market
     value of the Common Stock on the date of grant.

(3)  The potential realizable dollar value of a grant consists of the product
     of: (a) the difference between (i) the product of the per share market
     price at the time of grant and the sum of 1 plus the adjusted stock price
     appreciation rate (the assumed rate of appreciation compounded annually
     over the term of the option) and (ii) the per share exercise price of the
     option; and (b) the number of securities underlying the grant at fiscal
     year-end.

                                      -14-

<PAGE>

               OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR 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>
                                                                                           Value of Securities
                                                     Number of Securities                 Underlying Unexercised
                                                    Underlying Unexercised                     In-the Money
                        Shares                  Options/SARs at Fiscal Year End     Options/SARs at Fiscal Year End (2)
                      Acquired on    Value      -------------------------------     -----------------------------------
Name                   Exercise    Realized(1)   Exercisable    Unexercisable         Exercisable       Unexercisable
- ----                ------------  ------------   -----------    -------------         -----------       -------------
<S>                      <C>        <C>              <C>             <C>              <C>                 <C>     
Marvin N. Schoenhals     51,417     $832,804         231,203         42,680           $4,129,436          $295,159
R. William Abbott        34,640      488,925              --         25,360                   --           251,606
Patricia A. Muldoon          --           --          37,500          5,000              663,250            11,250
Joseph M. Murphy             --           --           3,280         20,820               32,800           140,363
Thomas E. Stevenson          --           --           2,340         16,960               24,710           107,886
</TABLE>


(1)  Based on the closing price per share as reported for the Common Stock on
     the Nasdaq National Market on the date of exercise less the exercise/base
     price.

(2)  Based on the closing price of $20.00 per share as reported for the Common
     Stock on the Nasdaq National Market on December 31, 1997 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.


















                                      -15-

<PAGE>

                       EMPLOYMENT AND SEVERANCE AGREEMENTS

         The Company had 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 August 1, 1998 and in April 1997 the term
was extended to May 1, 2000. The agreement provides for the employment of Mr.
Schoenhals as Chairman, President and Chief Executive Officer at a current base
salary of $260,400, 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 30 days of a change in control or 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, 1997 would have been approximately $779,000
without regard to the limitations imposed by Section 280G of the Code.

         WSFS also has entered into severance agreements with Messrs. R. William
Abbott, Karl L. Johnston and Joseph M. Murphy, which provide for severance
benefits of one-times base salary to be paid in lump sums to the executives in
the event of termination without cause. The amounts payable to the executives
under these agreements if they had been terminated without cause during fiscal
year 1997 would have been approximately $141,000, $160,000 and $160,000,
respectively. Furthermore, in the event of a change in control that results in
the loss of job or a significant change in responsibilities, the agreements of
Messrs. Johnston and Murphy provide for the guaranteed payout of two times their
base salaries at the time, to the extent the benefits of acceleration of vesting
of stock options granted them on their starting with the Company do not equal
two times their base salary. In each case this would result in a maximum benefit
of $320,000, based on current salaries. An agreement with Mr. Thomas E.
Stevenson provides for continuation of his salary (currently $125,000 per year)
for a period of 18 months following a change in control leading to the
elimination of his position or a significant change in responsibilities.

                                      -16-

<PAGE>

                 BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS

         Thomas P. Preston, a director of the Company, 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 1997 and expects to continue such representation in fiscal year
1998.

         On January 31, 1997, the Company repurchased 385,409 shares of the
Common Stock from Quad-C, Inc. for $11.125 per share for a total consideration
of approximately $4.3 million. The price paid by the Company represented a
discount in an amount commensurate with the discount expected for the sale of a
sizable block of shares to the average of the bid and asked price for the Common
Stock on the day as quoted on NASDAQ. Prior to such purchase, Quad-C, Inc. had
been the beneficial owner of more than 5% of the Common Stock. In addition, Mr.
R. Ted Weschler, a director of the Company, serves as an executive officer of
Quad-C, Inc. and holds a 15% ownership position in Quad-C, Inc.

         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 1997. 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.


















                                      -17-

<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, 1998. 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 the representative desires to do so.

 
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Pursuant to regulations promulgated under the Exchange Act, the
Company's officers and directors and all persons who beneficially own more than
ten percent of the Common Stock ("Reporting Persons") are required to file
reports detailing their ownership and changes of ownership in the Common Stock
and to furnish the Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with respect to the
past fiscal year, or written representations from the Reporting Persons that no
annual reports of changes in beneficial ownership were required, the Company
believes that during fiscal year 1997 and prior fiscal years all Reporting
Persons have complied with these reporting requirements with the exception of
the late filing of a Form 3 for Mr. Johnston.

 
                       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 1999 ANNUAL MEETING

         It is anticipated that the proxy statement and form of proxy for the
1999 Annual Meeting of Stockholders will be mailed during March of 1999.
Stockholder proposals intended to be presented at the 1999 annual meeting of
stockholders of WSFS Financial Corporation must be received by November 20, 1998
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.

                                      -18-

<PAGE>

                             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 other than matters incident to the conduct of
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 accordance with the determination made by a majority of the Board
of Directors upon such matters.

                                  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 for the fiscal year ended December 31,
1997, 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. A copy of the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1997 (without
exhibits) will be furnished without charge to stockholders as of the Record Date
upon written request to: Investor Relations Department, WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware, 19801.










                                      -19-

<PAGE>

           This Proxy is Solicited on Behalf of the Board of Directors
                           WSFS FINANCIAL CORPORATION
                                    for the
                      1998 Annual Meeting of Stockholders

                                 REVOCABLE PROXY

     The undersigned hereby appoints Marvin N. Schoenhals and R. William Abbott,
or either 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 23, 1998 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.


<PAGE>

                        Please date, sign and mail your
                      proxy card back as soon as possible!

                         Annual Meeting of Stockholders
                           WSFS FINANCIAL CORPORATION

                                 April 23, 1998


              | Please Detach and Mail in the Envelope Provided |


        Please mark your
A / X / votes as in this
        example.

     The Board of Directors recommends a vote FOR all nominees listed below.

<TABLE>
<CAPTION>
<S>                 <C>    <C>                         <C>                           <C>

                                   WITHHOLD                                          The proxy is revocable and, when properly    
                                  AUTHORITY                                          executed will be voted in the manner directed
                               to vote for all                                       hereby by the undersigned. If no directions  
                    FOR    nominees listed at right    Nominees:                     are made, this proxy will be voted FOR each  
1. Election of      / /             / /                     Thomas P. Preston        of the nominees. The undersigned, by         
   Directors                                                Marvin N. Schoenhals     executing and delivering this proxy, revokes 
(To withhold authority to vote for any individual           R. Ted Weschler          the authority given with respect to any      
nominee write the nominee's name on the line           each for three year terms     earlier dated proxy submitted by the         
provided below)                                        expiring 2001.                undersigned.                                 
                                                                                                                                  
- -------------------------------------------------                                    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.        
                                                                                                                                  
SIGNATURE(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 corporation should be signed by a duly authorized officer.
</TABLE>