Exhibit 8.4



                                 June 7, 1999



Board of Directors
IGA Federal Savings Bank
213 West Street Road
Feasterville, Pennsylvania  19053

Re:   Plan of Conversion:  Subscription Rights
      IGA Federal Savings Bank

Gentlemen:

      All capitalized terms not otherwise defined in this letter
have the meanings given such terms in the Plan of Conversion
adopted by the Board of Directors of IGA Federal Savings Bank
("IGA Federal" or the "Bank") whereby the Bank will convert from
a federal mutual savings bank to a federal stock savings bank and
issue all of the Bank's outstanding capital stock to Jade
Financial Corporation (the "Holding Company").  Simultaneously,
the Holding Company will issue shares of common stock.

      We understand that in accordance with the Plan of
Conversion, subscription rights to purchase shares of common
stock in the Holding Company are to be issued to: (1) Eligible
Account Holders; (2) Tax-Qualified Employee Plans;
(3) Supplemental Eligible Account Holders; and (4) Other Members.
Based solely upon our observation that the subscription rights
will be available to such recipients without cost, will be
legally non-transferable and of short duration, and will afford
such parties the right only to purchase shares of common stock at
the same price as will be paid by members of the general public
in the community offering, but without undertaking any
independent investigation of state or federal law or the position
of the Internal Revenue Service with respect to this issue, we
are of the belief that, as a factual matter:

      (1)   the subscription rights will have no ascertainable
            market value; and,

      (2)   the price at which the subscription rights are
            exercisable will not be more or less than the pro forma
            market value of the shares upon issuance.

      Changes in the local and national economy, the legislative
and regulatory environment, the stock market, interest rates, and
other external forces (such as natural disasters or significant
world events) may occur from time to time, often with great
unpredictability and may materially impact the value of thrift
<PAGE 1> stocks as a whole or the Holding Company's value alone.
Accordingly, no assurance can be given that persons who subscribe
for shares of common stock in the conversion will thereafter be
able to buy or sell such shares at the same price paid in the
offerings.

                                    Sincerely,

                                    /s/ RP Financial, LC.  <PAGE 2>