S-8 POS

As filed with the Securities and Exchange Commission on November 16, 2007.

Registration No. 333-146443

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. ONE TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WSFS Financial Corporation

(Exact name of Registrant as specified in its charter)

Delaware	22-2866913
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Delaware Avenue

Wilmington, Delaware 19801

(Address of principal executive offices)

WSFS Financial Corporation 2005 Incentive Plan

(Full Title of the Plan)

Stephen A. Fowle

Chief Financial Officer

WSFS Financial Corporation

500 Delaware Avenue

Wilmington, Delaware 19801

(302) 792-6000

(Name, address and telephone number of agent for service)

Copies to:

Evan M. Seigel, Esq.

Richard Fisch, Esq.

Malizia Spidi & Fisch, PC

901 New York Avenue, N.W.

Suite 210 East

Washington, D.C. 20001

(202) 434-4660

ThiThis Registration Statement shall become effective automatically upon the date of filing, in accordance with Section 8(a) of the Securities Act of 1933 (“1933 Act”) and Rule 462 of the 1933 Act.

EXPLANATORY NOTE

This post-effective amendment is being filed solely to correct the auditors consent.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit	Description
23.2		Consent of KPMG LLP

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington in the State of Delaware, as of November 15, 2007.

		WSFS FINANCIAL CORPORATION
Date:	November 15, 2007	By:	/s/Mark A. Turner
			Mark A. Turner
			President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	November 15, 2007	By:	/s/ Mark A. Turner
			Mark A. Turner
			President and Director
			(Principal Executive Officer)
Date:	November 15, 2007	By:	/s/ Charles G. Cheleden*
			Charles G. Cheleden
			Vice Chairman and Director
Date:	November 15, 2007	By:	/s/ Marvin N. Schoenhals*
			Marvin N. Schoenhals
			Chairman
Date:	November 15, 2007	By:	/s/ John F. Downey*
			John F. Downey
			Director
Date:	November 15, 2007	By:	/s/ Linda C. Drake*
			Linda C. Drake
			Director
Date:	November 15, 2007	By:	/s/ David E. Hollowell*
			David E. Hollowell
			Director
Date:	November 15, 2007	By:	/s/ Joseph R. Julian*
			Joseph R. Julian
			Director

Date:	November 15, 2007	By:	/s/ Dennis E. Klima*
			Dennis E. Klima
			Director
Date:	November 15, 2007	By:	/s/ Calvert A. Morgan, Jr.*
			Calvert A. Morgan, Jr.
			Director
Date:	November 15, 2007	By:	/s/ Thomas P. Preston*
			Thomas P. Preston
			Director
Date:		By:
			Scott E. Reed
			Director
Date:	November 15, 2007	By:	/s/ Claibourne D. Smith*
			Claibourne D. Smith
			Director
Date:	November 15, 2007	By:	/s/ Stephen A. Fowle*
			Stephen A. Fowle
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

EX-23

CONSENT OF KPMG LLP

Consent of Independent Registered Public Accounting Firm

The Board of Directors

WSFS Financial Corporation:

We consent to the incorporation by reference in the registration statement on Form S-8 of WSFS Financial Corporation related to the WSFS Financial Corporation 2005 Incentive Plan of our reports dated March 9, 2007, with respect to the consolidated statement of condition of WSFS Financial Corporation and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the 2006 annual report incorporated by reference in the December 31, 2006 Form 10-K of WSFS Financial Corporation.

	/s/ KPMG LLP
Philadelphia, Pennsylvania
September 28, 2007