1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                    SECURITY OF PENNSYLVANIA FINANCIAL CORP.
                    ----------------------------------------
   (Exact name of registrant as specified in its certificate of incorporation)



DELAWARE                                       (being applied for) 
- --------                                       ---------------------------------
(state of incorporation or organization)       (IRS Employer Identification No.)


31 W. Broad Street, Hazleton, Pennsylvania     18201
- ------------------------------------------     -----
(Address of principal executive offices)       (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


        Title of Each Class                  Name of Each Exchange on which
        to be so Registered                  Each Class is to be Registered
- ---------------------------------------     ------------------------------------
Common Stock, Par Value $.01 Per Share           American Stock Exchange
- --------------------------------------           -----------------------

      If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[ X ]
      If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[    ]
      Securities Act registration statement file number to which this form
relates: No. 333-63271.




 2



ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      Incorporated by reference to the portion of the Prospectus under the
heading "Description of Capital Stock of the Company," filed on September 11,
1998 as part of the Registrant's Registration Statement on Form SB-2, No.
333-63271.

ITEM 2.   EXHIBITS.

      1.    Copies of all constituent instruments defining the rights of all the
            holders of each class of such securities, including any contracts or
            other documents which limit or qualify the rights of such holders.

            (a)   Certificate of Incorporation

                  Incorporated by reference to Exhibit 3.1 to Registrant's
                  Registration Statement on Form SB-2, No. 333-63271, filed on
                  September 11, 1998.

            (b)   Bylaws

                  Incorporated by reference to Exhibit 3.2 to Registrant's 
                  Registration Statement on Form SB-2, No. 333-63271, filed on 
                  September 11, 1998.

            (c)   Plan of Conversion

                  Incorporated by reference to Exhibit 2.1 to Registrant's
                  Registration Statement on Form SB-2, No. 333-63271, filed on
                  September 11, 1998.

      2.    A copy of the security to be registered hereunder is incorporated by
            reference to Exhibit 4.0 to Registrant's Registration Statement on
            Form SB-2, No. 333-63271, filed on September 11, 1998.





 3



      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                             SECURITY OF PENNSYLVANIA FINANCIAL CORP.
                                         (Registrant)


                             Date: October 26, 1998


                              By:   /s/ Richard C. Laubach
                                    ---------------------------------------
                                    Richard C. Laubach
                                    President and Chief Executive Officer