EXHIBIT 5

              Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
             regarding legality of securities being registered







                                LAW OFFICES
                   ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
                                 12TH FLOOR
                           734 15TH STREET, N.W.
                           WASHINGTON, D.C. 20005
                         TELEPHONE: (202) 347-0300
                         FACSIMILE: (202) 347-2172



                               August 4, 1995



Board of Directors
Progress Financial Corporation
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462-1060

Gentlemen:

               We are acting as special counsel to Progress Financial
Corporation, Plymouth Meeting, Pennsylvania (the "Company"), in connection
with the preparation and filing with the Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 ("Registration Statement"), relating to
the resale by selling security holders of up to 300,000 Warrants (the
"Warrants") to purchase the common stock, par value $1.00 per share (the
"Common Stock"), of the Company.  Each Warrant entitles the holder thereof
to purchase one share of Common Stock at an exercise price of $6.00 at any
time prior to 5:00 P.M., Eastern Time, on June 30, 1999 ("Warrant Share").

               In this regard, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Articles of
Incorporation and Bylaws of the Company, Board of Directors' resolutions
and such other documents and corporate records as we deemed appropriate for
the purpose of rendering this opinion.  In addition, we have assumed,
without independent verification, the genuiness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals.

               Based upon the foregoing and subject to the qualifications
and assumptions set forth herein, we are of the opinion as of the date
hereof that the Warrants have been duly and validly authorized and legally
issued by the Company and are binding obligations of the Company in
accordance with their terms, except as such may be qualified by the effect
of applicable bankruptcy, moratorium, insolvency, reorganization and other
laws and legal principles affecting or limiting creditors' rights
generally.


               We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.

                         Very truly yours,


                         ELIAS, MATZ, TIERNAN & HERRICK L.L.P.



                         By:/s/ PHILIP ROSS BEVAN
                            Philip Ross Bevan, a Partner