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, 1998

[ ]  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 Identification Number)
of incorporation or organization)

235 North Second Street, PO 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:

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

     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 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.

     The aggregate  market value of the shares of Common Stock of the Registrant
held by nonaffiliates of the Registrant was $102,170,338 at March 15, 1999.

     As of March 15, 1999, the Registrant had 33,592,700  shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

The  Registrant's  definitive  Proxy Statement to be used in connection with its
1999 Annual  Meeting of  Shareholders  is  incorporated  herein by  reference in
partial response to Part III, hereof.



<PAGE>
                                                 
                             HARRIS FINANCIAL, INC.
                                     PART I

     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.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


<PAGE>

                       [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, 1998 and 1997, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows  for  the  years  then  ended.   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.  The  financial
statements of Harris  Financial,  Inc. for the year ended December 31, 1996 were
audited by other  auditors  whose  report dated  January 21, 1997,  expressed an
unqualified opinion on those statements.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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, 1998 and 1997,  and the  consolidated
results  of  their  operations  and  cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.

                                                     \s\ Arthur Andersen LLP
Lancaster, PA
January 19, 1999



<PAGE>

                                   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 7, 1999                                      HARRIS FINANCIAL, INC.
                                                          (Registrant)


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