As filed with the Securities and Exchange Commission on January 26, 1996

Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________

EXECUFIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)

PENNSYLVANIA
(STATE OR OTHER JURISDICTION OR INCORPORATION OR ORGANIZATION)

23-2486815
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

1513 WALNUT STREET
PHILADELPHIA, PA 19102
(Address of principal executive offices)

EXECUFIRST BANCORP, INC. STOCK OPTION PLAN
(Full Title of Plan)

ZVI H. MUSCAL
EXECUFIRST BANCORP, INC.
1513 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19102
(Name and address of agent for service)

(215) 564-3300
(Telephone number, including area code, of agent for service)

__________

Copies to:

Stephen T. Burdumy, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, Pennsylvania 19102
(215) 568-6060

CALCULATION OF REGISTRATION FEE

Proposed Proposed Amount of
Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------

Common Stock, par
value $.01 per share 83,500 Shares $6.00(1) $501,000(1) $1,452.90

(1) Based on the closing sale price of the Registrant's common
stock as reported on the NASDAQ Small Cap Market on January 25, 1996,
estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.

PART I

INFORMATION REQUIRED IN PROSPECTUS

A reoffer prospectus prepared in accordance with the requirements of Part I
of Form S-3 is being filed with the Commission as part of this Registration
Statement. The Section 10(a) prospectus is not being filed with the Commission
as part of this Registration Statement.

PROSPECTUS

EXECUFIRST BANCORP, INC.
1513 WALNUT STREET
PHILADELPHIA, PA 19102
(215) 564-3300

_____________

83,500 SHARES OF COMMON STOCK

$.01 VALUE PER SHARE

____________

The shares of common stock, par value $.01 per share ("COMMON STOCK"), of
ExecuFirst Bancorp, Inc. (the "COMPANY") offered hereby are being sold by
certain officers of the Company (the "SELLING SHAREHOLDERS") who are offering or
may offer shares of Common Stock (the "SHARES") which may be acquired by them
from time to time from the Company upon the exercise of options to purchase such
Shares granted to the Selling Shareholders by the Company pursuant to the
Company's Stock Option Plan, as amended (the "1988 PLAN"). See "SELLING
SHAREHOLDERS."

It is anticipated that the Shares may be offered for sale by one or more of
the Selling Shareholders, in the discretion of each, on delayed or continuous
basis from time to time in transactions in the open market at prices prevailing
at the time of sale on the National Association of Securities Dealers Automated
Quotation System or in negotiated transactions. Such transactions may be
effected directly by the Selling Shareholders, each acting as principal for his
own account. Alternatively, such transactions may be effected through brokers,
dealers or other agents designated from time to time by the Selling
Shareholders, and such brokers, dealers or other agents may receive compensation
in the form of customary brokerage commissions or concessions from the Selling
Shareholders or from the purchasers of the Shares. The Selling Shareholders
also may pledge Shares as collateral, and such Shares could be resold pursuant
to the terms of such pledges. The Selling Shareholders, brokers who execute
orders on their behalf, and other persons who participate in the offering of the
Shares on their behalf may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "SECURITIES ACT"),
and a portion of the proceeds of sales and commissions or concessions therefore
may be deemed underwriting compensation for purposes of the Securities Act. The
Company will not receive any part of the proceeds from the sale of Shares by
Selling Shareholders.

The Company will pay all costs and expenses incurred by it in connection
with the registration of the Shares under the Securities Act. The Selling
Shareholders will pay the costs associated with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.

See "RISK FACTORS" beginning on page 5 for a discussion of certain factors
to be considered by purchasers of the Shares.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE DATE OF THIS PROSPECTUS IS JANUARY 26, 1996.

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY A SECURITY OTHER THAN THE
SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.

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TABLE OF CONTENTS
__________

PAGE
----

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by
Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Description of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 8

83,500 Shares

EXECUFIRST BANCORP, INC.

Common Stock

__________

PROSPECTUS
__________

JANUARY 26, 1996

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "COMMISSION"). Such reports, proxy and information statements
and other information can be inspected and copied at prescribed rates at the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices located at 7
World Trade Center, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The Common Stock of
the Company is listed on the NASDAQ Small Cap Market, and reports, proxy and
information material and other information concerning the Company may be
inspected at the offices of NASDAQ, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.

The Prospectus constitutes a part of the registration statement on Form S-8
(the "REGISTRATION STATEMENT") filed by the Company with the Commission under
the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the Public Reference Section of the Commission described
above. Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the company of the applicable document filed with the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994;

(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995 (as amended by
Form 10-QSB/A dated January 18, 1996);

(d) The description of the Common Stock contained in the Company's
Registration Statement (filed under the Company's former name, First
Executive Bancorp, Inc.) on Form S-1, No. 33-22492 dated June 14,
1988, including all amendments and reports filed for the purpose of
updating such description (the "REGISTRATION STATEMENT ON FORM S-1").

in a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all such documents which are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral request for copies should be directed to
Corporate Secretary, ExecuFirst Bancorp, Inc., 1513 Walnut Street, Philadelphia,
Pennsylvania 19102.

THE COMPANY

The Company is a bank holding company under the Bank Holding Company Act of
1956, as amended (the "BANK HOLDING COMPANY ACT"). It was incorporated under
the laws of the Commonwealth of Pennsylvania on November 16, 1987 and became a
bank holding company on November 2, 1988 when it acquired all of the authorized
capital stock of First Executive Bank ("FIRST EXECUTIVE BANK"). The Company
provides banking services through First Executive Bank and does not presently
engage in any activities other than banking activities. The principal executive
offices of the Company and First Executive Bank are located at 1513 Walnut
Street, Philadelphia, PA 19102. The telephone number is (215) 564-3300.

RISK FACTORS

The securities offered hereby are speculative in nature and involve a high
degree of risk. In addition to the other information set forth in this
Prospectus (including the information set forth in the documents incorporated
herein by reference), the following factors should be considered carefully by
prospective investors in evaluating an investment in the Shares offered by this
Prospectus.

PROPOSED MERGER; MATTERS RELATED TO MARKET PRICE. On November 17, 1995,
the Company entered into an Agreement and Plan of Merger (the "PLAN OF MERGER")
with Republic Bancorporation, a Pennsylvania corporation ("REPUBLIC"), pursuant
to which Republic will be merged with and into the Company (the "MERGER").
Republic is a bank holding company, registered under the Bank Holding Company
Act, which owns all of the authorized capital stock of Republic Bank ("REPUBLIC
BANK"). Under the terms of the Plan of Merger, each outstanding share of
Republic common stock will be exchanged for shares of the Company's Common
Stock, subject to any perfected exercise of dissenters' rights, with cash being
paid in lieu of any fractional share interest. The exchange ratio for the stock
exchange will be determined by the relative per share book values of the
Company's Common Stock and Republic's common stock at the end of the quarter
immediately preceding the consummation of the Merger. The Merger is subject to
regulatory and shareholder approval and is intended to qualify as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended. Following the Merger, First Executive Bank and Republic Bank will
merge and conduct business under Republic Bank's charter (the "MERGED BANK").
The Merger is expected to be consummated in April 1996. It is currently
anticipated that approximately 1,350,250 shares of Common Stock will be issued
to Republic shareholders in exchange for their Republic common stock in the
Merger.

In addition, as an inducement and condition to Republic's willingness to
enter into the Plan of Merger, the Company entered into the ExecuFirst Stock
Option Agreement with Republic (the "STOCK OPTION AGREEMENT"). Pursuant to the
Stock Option Agreement, the Company granted an option to Republic to purchase up
to an aggregate of 243,985 shares of the Company's Common Stock, which shares
represent approximately 19.9% of the issued and outstanding Common Stock, at an
exercise price of $5.00 (the "REPUBLIC OPTION"). The Republic Option is
exercisable only in the event that (a) any person, or any group, acquires
beneficial ownership of 22.5% or more of the voting power of the Company or any
of its subsidiaries, or (b) the Company shall have proposed or entered into an
agreement to effect (i) a merger, consolidation or similar transaction, (ii) the
disposition, by sale, lease, exchange or otherwise, of assets or deposits of the
Company or any of its subsidiaries representing 22.5% or more of the
consolidated assets or deposits, or (iii) the issuance, sale, or other
disposition by the Company of securities

representing 22.5% or more of the voting power of the Company or any of its
subsidiaries (each, a "PURCHASE EVENT"). The Republic Option will terminate
upon the earliest to occur of the effective time of the Merger, the termination
of the Plan of Merger prior to the occurrence of a Purchase Event, or 12 months
after the termination of the Plan of Merger following (y) occurrence of a
Purchase Event or (z) if such termination is due to the willful breach by the
Company of any covenant, representation or warranty contained therein.

If the Merger is accomplished or the Republic Option exercised, the number
of the Company's shares of Common Stock that are outstanding will be
substantially increased. The influx of a large number of shares into the
trading market may create downward pressures on the trading price of the Common
Stock.

REPURCHASE RIGHT UNDER STOCK OPTION AGREEMENT. In the event that the Plan
of Merger and the Merger are terminated, Republic may have the right to require
the Company to repurchase the Republic Option granted pursuant to the Stock
Option Agreement, or any part thereof, or any shares of Common Stock issued
pursuant to the Stock Option Agreement (the "REPURCHASE RIGHT"). If Republic
exercises its Repurchase Right, the Company is obligated, within 10 business
days of such exercise, to repurchase the Republic Option (or the Common Stock)
at a specified price from immediately available funds (the "REPURCHASE
CONSIDERATION"). The Company's repurchase obligation is subject to the approval
of any regulatory authority which may be required in connection with the payment
of all or any portion of the Repurchase Consideration, and will be modified or
waived to the extent required by any such authority. The Repurchase Right will
terminate when the right to exercise the Republic Option terminates (other than
as a result of a complete exercise of the Republic Option).

If and when the Repurchase Right is exercised, there can be no assurance
that the Company will have the funds to pay the Repurchase Consideration or that
if the Company has such immediately available funds, payment of the Repurchase
Consideration, as modified or limited by any regulatory authority, will not have
a material adverse effect on the Company's financial condition.

INTEGRATION OF OPERATIONS. The Company and Republic have entered into the
Plan of Merger with the expectation that the Merger will result in certain
beneficial synergies. These include the combination of certain of the
administrative and operational functions of the companies and their
subsidiaries. Achieving these anticipated benefits will depend in part on
whether the operations of First Executive Bank and Republic Bank can be
integrated in an efficient and effective manner. There can be no assurances
that such integration will occur or, if such integration does occur, that the
anticipated benefits will result. The combination of the companies will
require, among other things, integration of the banks' respective computer and
software systems and coordination of the banks' marketing and customer service
efforts. The successful integration of operations will be significantly
influenced by the ability of the combined business to retain key management and
other personnel. In addition, the integration of operations following the
Merger may temporarily distract the attention of certain members of management
from other responsibilities. The inability of management successfully to
integrate the operations of the companies could have an adverse effect on the
business and results of operations of the Merged Bank.

RECENT COMPANY LOSSES; LOAN LOSS RESERVES. The Company sustained a net
loss for the year ended December 31, 1994 of $834,339, or approximately $.68 per
share of Common Stock. The net loss in 1994 was primarily the result of an
increase in the provision for loan loss reserves associated with loan losses
resulting from the bankruptcy of two significant borrowers. There can be no
assurance that additions in the provision for loan loss reserves will not be
required, and, if required, such additions could have a material adverse effect
on the results of operation and profitability of First Executive Bank, the
Merged Bank and the Company.

WRITTEN AGREEMENTS. On May 24, 1995, the Company and First Executive Bank
entered into Written Supervisory Agreements (the "WRITTEN AGREEMENTS") with each
of the Board of Governors of the Federal Reserve System (the "FEDERAL RESERVE")
and the Pennsylvania Department of Banking (the "DEPARTMENT OF BANKING"). In
the course of a joint examination, the Federal Reserve and the Department of
Banking identified certain alleged deficiencies and violations relating to (a)
certain policies and procedures of First Executive Bank with respect to the
documentation, review and granting of loans, certain aspects of its loan loss
reserves, and certain internal controls; (b) the staff of First Executive Bank;
and (c) certain reporting requirements under the Currency and Foreign
Transaction Reporting Act. In order to remedy such alleged deficiencies and
violations, but without admitting such

allegations, the Company and First Executive Bank agreed, among other things, to
(a) not pay dividends or incur any debt except in the ordinary course of
business without the prior approval of the Federal Reserve and/or the Department
of Banking; (b) submit certain plans and reports with respect to the capital
position of First Executive Bank, its proposed business activities, its
executive management, and its loan policies and procedures and internal controls
to the Federal Reserve and/or the Department of Banking; and (c) to establish a
"Compliance Committee" composed of three outside directors to ensure compliance
with the Written Agreements. There can be no assurances that the Company and
the Merged Bank will not be subject to the terms of the Written Agreements or
that the Company and the Merged Bank will not be subject to similar or identical
agreements in the future.

DIVIDENDS ON COMMON STOCK. The Company has not historically paid any
dividends on its Common Stock. In addition to restrictions on the payment of
dividends imposed by applicable Pennsylvania banking and/or corporate law, the
payment of dividends is further restricted by the Written Agreements which
require the Company to receive the prior approval of the Federal Reserve and/or
the Department of Banking before paying any such dividends. In addition, upon
consummation of the Merger, the payment of dividends will be further restricted
by the terms of certain subordinated debentures previously issued by Republic,
which subordinated debentures will be assumed by the Company. There can be no
assurance that the Company will pay any dividends on its Common Stock in the
future.

COMPETITION. The market in which the Company and First Executive Bank
compete is highly competitive. As a result of certain recent mergers and
consolidations in the banking industry, many of the banks with which First
Executive Bank competes are much larger, have more branches, greater name
recognition and financial resources, and offer a wider variety of financial
products and services. The Company believes that the Merged Bank will be more
competitive in the Philadelphia market as a result of, among other things,
certain projected internal cost savings, a projected increase in funds available
for loans and the offering of more diversified products and services. However,
there can be no assurance that the Company and the Merged Bank will be able to
compete more successfully in the Philadelphia market than First Executive Bank
on a stand alone basis or at all.

KEY PERSONNEL. The Company and First Executive Bank are, and the Company
and the Merged Bank will be, dependent to a large extent on the services of
certain key personnel, including Mr. Zvi H. Muscal (currently President, Chief
Executive Officer and Director of the Company and President and Chief Executive
Officer of First Executive Bank), George Rapp (currently Executive Vice
President and Chief Operating Officer for the Company and First Executive Bank),
and certain personnel of Republic Bank. Each of such persons are expected to
provide such services to the Company and/or the Merged Bank. The loss or
disruption of the services of one or more of such persons could have a material
adverse effect on the operations and the future performance of the Company and
the Merged Bank.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares
offered hereby; the Selling Shareholders will receive all of the net proceeds
from the sale of the Shares of Common Stock offered hereby.

SELLING SHAREHOLDERS

The following persons are current or former officers of the Company, each
of whom is eligible to sell pursuant to this Prospectus the number of Shares set
forth opposite his name in the table below.

TOTAL
TOTAL NUMBER NUMBER OF
OF SHARES SHARES
SELLING OF COMMON STOCK OF COMMON STOCK PERCENTAGE
SHAREHOLDERS BENEFICIALLY OWNED OF CLASS (1) SHARES OFFERED BENEFICIALLY OWNED OF CLASS(1)
------------ ------------------ ------------ -------------- ------------------ -----------

Zvi Muscal, 96,046 7.7% 60,000 36,046 *
Chairman of the
Board, President
and Chief
Executive Officer
of the Company;
President and Chief
Executive Officer
of First Executive
Bank

Ralph DeMucy, 17,000 * 12,000 5,000 *
Senior Vice
President of First
Executive Bank

Peter Bucci, former 3,500 * 3,500 0 0
Vice President of
First Executive Bank

Susan Horner, 1,500 * 1,500 0 0
Operations Officer
of First Executive
Bank

David Altimari, 1,500 * 1,500 0 0
Operations Officer
of First
Executive Bank

Kevin McAllister, 2,000 * 2,000 0 0
Vice President of
First Executive Bank

Madeline McLaughlin, 1,000 * 1,000 0 0
Assistant Vice
President of
First Executive Bank

Michael Liebner, 1,000 * 1,000 0 0
Credit Manager
of First
Executive Bank

Dawn Miller, 1,000 * 1,000 0 0
Banking Officer of
First Executive Bank

_________________________

* Indicates less than 1%
(1) Calculated in accordance with Section 13(d) of the Exchange Act and rules
promulgated thereunder, based on 1,226,057 Shares of Common Stock
outstanding as of January 25, 1996.

PLAN OF DISTRIBUTION

The Common Stock is listed for trading on the NASDAQ Small Cap Market. The
sale of the Shares offered hereby is not being underwritten. The Shares covered
by this Prospectus may be offered and sold by the Selling Shareholders from time
to time on the NASDAQ Small Cap Market through broker-dealers selected by the
Selling Shareholders at market prices prevailing at the time of sale or on any
other exchanges or automated quotation systems on which the Shares may be
traded, in private transactions at negotiated prices, or otherwise. It is
anticipated that such transactions will be effected without payment of any
underwriting commissions or discounts, other than brokers' commissions or fees
customarily paid in connection with such transactions, which commissions and
fees will be borne by each Selling Shareholder.

The Company has agreed to bear the costs of registering the Shares offered
hereby under the Securities Act, but will not receive any of the proceeds from
the sale of the Shares.

There can be no assurance that the Selling Shareholders will sell any or
all of the Shares offered hereby.

DESCRIPTION OF COMMON STOCK

The description of the Common Stock in the Registration Statement on Form
S-1 is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and
Exchange commission pursuant to the Securities Exchange Act of 1934 are
incorporated into this Registration Statement by reference:

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994;

(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995 (as amended by
Form 10-QSB/A dated January 18, 1996);

(d) The description of the Common Stock contained in the Company's
Registration Statement (filed under its former name, First Executive
Bancorp, Inc. on Form S-1, dated June 14, 1988, including all
amendments and reports filed for the purpose of updating such
description.

All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Articles of Incorporation provide for (a) mandatory
indemnification of officers and directors (including former officers and
directors) of the Company to the fullest extent now or hereafter permitted by
applicable law, (b) mandatory advancement or reimbursement of expenses to such
indemnified persons (subject to an undertaking to repay all amounts so advanced
in the event that it is determined that such person was not entitled to
indemnification), and (c) indemnification, at the discretion of the Company's
Board of Directors, of employees or agents of the Company, or of directors,
officers, employees, agents, fiduciaries or trustees of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise so serving at the request of the Company. Indemnification may not be
made by the Company in any case where the alleged act or failure to act giving
rise to the claim for indemnification is expressly prohibited by the
Pennsylvania Business Corporation Law (the "BCL"). Section 1741 of the BCL
permits indemnification only where the indemnified party acted in good faith and
in a manner the indemnified party reasonably believed to be in, or not opposed
to, the best interests of the Company and, with respect to any criminal
proceeding, where the indemnified party had no reasonable cause to believe that
such indemnified party's conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the Securities Act, as
amended, as a non-public offering of securities.

ITEM 8. EXHIBITS.

EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, counsel
to the Company

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included
in the opinion filed as Exhibit 5 hereto)

24 Powers of Attorney (included in the signature pages hereto)

ITEM 9. UNDERTAKINGS.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering hereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to its Articles of Incorporation, its bylaws, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification

is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Philadelphia, Commonwealth of Pennsylvania, on this
___ day of January, 1996.

EXECUFIRST BANCORP, INC.

By: /s/ Zvi H. MUSCAL
--------------------------------
Zvi H. Muscal, Chairman of the Board
President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of ExecuFirst Bancorp, Inc.
whose signature appears below hereby appoints Zvi H. Muscal and
George S. Rapp, jointly and each individually, as true and lawful
attorneys-in-fact for the undersigned with full power of substitution, to
execute in his name and on his behalf in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
as the attorney-in-fact shall deem appropriate, and to cause to be filed any
such amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact, or either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE(S) DATE
- --------- -------- ----

/s/ ZVI H. MUSCAL Chairman of the Board, President January 10, 1996
____________________ and Chief Executive Officer
Zvi H. Muscal

/s/ MICHAEL J. BRADLEY Director January 10, 1996
____________________
Michael J. Bradley

/s/ JOHN F. D'APRIX Director January 18, 1996
____________________
John F. D'Aprix

/s/ SHELDON E. GOLDBERG Director January 17, 1996
____________________
Sheldon E. Goldberg

/s/ JAMES E. SCHLEIF Director January 17, 1996
____________________
James E. Schleif

/s/ JOHN M. O'DONNELL Director January 17, 1996
____________________
John M. O'Donnell

/s/ ALLEN L. KRAMER Director January 9, 1996
____________________
Allen L. Kramer

/s/ GERALD LEVINSON Director January 17, 1996
____________________
Gerald Levinson

/s/ GEORGE RAPP Executive Vice President and January 9, 1996
____________________ Chief Operating Officer
George Rapp