SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                                October 28, 2002
- --------------------------------------------------------------------------------
                        (Date of earliest event reported)


                         Progress Financial Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



Delaware                             0-14815                      25-2413363
- --------------------------------------------------------------------------------
(State of other jurisdiction    (Commission File Number)         (IRS Employer
  of incorporation)                                              Identified No.)


4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania                 19422-0764
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)



                                 (610)-825-8800
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



                                 Not Applicable
- --------------------------------------------------------------------------------

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


                         Exhibit Index appears on page 4





Item 5.           Other Events


     On October 28, 2002, Progress Financial Corporation announced that Progress
Bank has achieved  Compliance and has been released from the OTS Directive.  For
further  information,  see the  press  release  attached  as  Exhibit  99(a) and
incorporated herein by reference.










                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                         PROGRESS FINANCIAL CORPORATION





Dated:   October 28, 2002        By:    /s/ Michael B. High
                                    ------------------------------------------
                                        Michael B. High
                                        Chief Operating Officer and
                                        Chief Financial Officer









                                  EXHIBIT INDEX




    Exhibit Number                   Description


       99(a)              Press Release announcing Compliance and
                          release from the OTS Directive


























                                  Exhibit 99(a)

                       Press Release announcing Compliance
             And release from OTS Directive issued October 28, 2002





                                                                Exhibit 99(a)


FOR IMMEDIATE RELEASE          Contacts:
October 28, 2002               Michael B. High, COO/CFO
                               610-941-4804
                               mhigh@progressbank.com
                               Dorothy Jaworski, Director of Investor Relations
                               484-322-4822
                               djaworski@progressbank.com


                          Progress Achieves Compliance


     Blue Bell,  PA,  October 28,  2002 - Progress  Financial  Corporation  (the
"Company" - Nasdaq: PFNC), announced today that the Office of Thrift Supervision
("OTS")  has  released  the  Company  and  Progress  Bank  from the  Supervisory
Directive,  dated July 3, 2001, and the Individual  Minimum  Capital  Directive,
dated September 20, 2001.

     W. Kirk  Wycoff,  President  and Chief  Executive  Officer of the  Company,
stated, "This action by the OTS reflects the significant improvement in our risk
profile  and  asset  quality  over  the  past  fifteen  months  as  well  as our
improvement in management  processes and controls.  We are especially  gratified
that the  Company  was able to remain  profitable  in every  quarter  during the
process of restructuring  and  strengthening our balance sheet." Mr. Wycoff went
on to state that "We look forward to the expansion of our core banking  business
in the year ahead and thank our  stockholders  and clients  for their  continued
support.  I also want to  recognize  the OTS for their  proactive  approach  and
timely responses to our efforts in the last 15 months."




     Progress  Financial   Corporation  is  a  unitary  thrift  holding  company
headquartered in Blue Bell,  Pennsylvania.  The business of the Company consists
primarily  of the  operation  of Progress  Bank,  which  serves  businesses  and
consumers through twenty full service offices. The Company also offers financial
planning  services,  life insurance and investments  through Progress  Financial
Resources,  Inc.,  headquartered in Philadelphia,  Pa. In addition,  the Company
receives fees for financial and operational  management  consulting services for
commercial clients through KMR Management, Inc. located in Willow Grove, Pa. The
Company's  common  stock is traded on The Nasdaq  Stock  Market under the Symbol
"PFNC."

                                      ####