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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 1999

                                       or

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

For the transition period from ____________________ to _________________________

Commission file number 0-22399
                       -------

                             HARRIS FINANCIAL, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

                     PENNSYLVANIA                   23-2889833
                   --------------                   ----------
            (State or other jurisdiction           (IRS Employer
         of incorporation or organization)       Identification No.)

 235 North Second Street, P.O. Box 1711, Harrisburg, Pennsylvania        17105
------------------------------------------------------------------       -----
           (Address of principal executive offices)                   (Zip code)

                                  717-236-4041
                                  ------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes     X          No
     ---------         -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. [X]

The aggregate market value of the shares of Common Stock of the Registrant held
by non-affiliates of the Registrant, based on the closing sales price of the
Common Stock as quoted on the NASDAQ National Market System on March 13, 2000,
was $49,963,923.

As of March 13, 2000, the Registrant had 33,574,325 shares of Common Stock
outstanding.
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                      DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's definitive Proxy Statement to be used in connection with its
2000 Annual Meeting of Shareholders is incorporated herein by reference in
partial response to Part III, hereof.
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                             HARRIS FINANCIAL, INC.

This amendment to the Form 10-K Annual Report of Harris Financial, Inc. is
solely being filed to include the Independent Auditors' report of Arthur
Andersen LLP and the Consent of Independent Public Accountants of Arthur
Andersen LLP.

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PART II.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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                      [Letterhead of Arthur Andersen LLP]

To the Board of Directors of
Harris Financial, Inc.

We have audited the accompanying consolidated statements of financial condition
of Harris Financial, Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Harris Financial,
Inc. and Subsidiaries as of December 31, 1999 and 1998, and the consolidated
results of their operations and cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

                                            /s/ Arthur Andersen LLP

Lancaster, PA
January 19, 2000

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PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

DATED:  April 6, 2000                                HARRIS FINANCIAL, INC.
                                                           (Registrant)

                                                By:    /s/ James L. Durrell
                                                           James L. Durrell
                                                           Executive Vice
                                                           President and
                                                           Chief Financial
                                                           Officer
                                                (Duly Authorized Representative)