SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WYCOFF W KIRK

(Last)

(First)

(Middle)

PROGRESS FINANICAL CORP

4 SENTRY PARKWAY, SUITE 200

(Street)

BLUE BELL

19422

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESS FINANCIAL CORP [ PFNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PFNC Common Stock	10/31/2003		M		45,944	A	$4.3565	294,567	D
PFNC Common Stock	10/31/2003		M		33,741	A	$6.5131	328,308	D
PFNC Common Stock	10/31/2003		M		26,460	A	$11.3379	354,768	D
PFNC Common Stock	10/31/2003		M		93,882	A	$6.5131	448,650	D
PFNC Common Stock	10/31/2003		M		17,640	A	$11.3379	466,290	D
PFNC Common Stock	10/31/2003		M		24,622	A	$7.381	490,912	D
PFNC Common Stock	10/31/2003		F		55,985	D	$30.6	434,927	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PFNC Common Stock Options	$4.3565	10/31/2003		X			45,944	01/01/1996	01/01/2006	Common Stock	45,944	$4.3565	245,221	D
PFNC Common Stock Options	$6.5131	10/31/2003		X			33,741	01/27/1997	01/27/2007	Common Stock	33,741	$6.5131	211,480	D
PFNC Common Stock Options	$11.3379	10/31/2003		X			26,460	02/01/2000	02/01/2010	Common Stock	26,460	$11.3379	185,020	D
PFNC Common Stock Options	$6.5131	10/31/2003		X			93,882	01/02/1997	01/27/2007	Common Stock	93,882	$6.5131	91,138	D
PFNC Common Stock Options	$11.3379	10/31/2003		X			17,640	02/01/2000	02/01/2010	Common Stock	17,640	$11.3379	73,498	D
PFNC Common Stock Options	$7.381	10/31/2003		X			24,622	02/27/2001	02/27/2001	Common Stock	24,622	$7.381	48,876	D

Explanation of Responses:

	/s/ W. Kirk Wycoff	11/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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