As filed with the Securities and Exchange Commission on January, 19 2001

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

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

                             ----------------------

                           Chester Valley Bancorp Inc.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                                  Pennsylvania
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2598554
                        ---------------------------------
                        (IRS Employer Identification No.)

                  100 E. Lancaster Avenue, Downington, PA 19335
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

         Chester Valley Bancorp Inc. 1997 Stock Option Plan, as amended
        ----------------------------------------------------------------
                            (Full title of the plan)

                                Donna M. Coughey,
                      President and Chief Executive Officer
                           Chester Valley Bancorp Inc.
                             100 E. Lancaster Avenue
                              Downington, PA 19335
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (610) 269-9700
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            David S. Petkun, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 665-4634

================================================================================

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

=======================================================================================================================

        Title of
       Securities               Amount to           Proposed Maximum       Proposed Maximum          Amount of
         to be                     be                Offering Price       Aggregate Offering        Registration
       Registered              Registered              per Share               Price *                  Fee
       ----------              ----------              ---------               -------                  ---
<S>                            <C>                     <C>                     <C>                      <C>
Common Stock, par value        315,000                 $17.50                  $5,512,500               $1, 378.13
    $1.00 per share            shares
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(*) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h),  based upon the average of the high and low prices
of a share of Common Stock at January 16, 2001, which was $17.50 per share.

The  approximate  date of proposed  sale to the public will be from time to time
upon  exercise of options  granted  pursuant to the 1997 Stock Option  Plan,  as
amended.


<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission are incorporated into this Registration Statement by reference:

        (a)     Our annual report on Form 10-K for the year ended June 30, 2000;

        (b)     Our  quarterly  report  on  Form  10-Q  for  the  quarter  ended
                September 30, 2000;

        (c)     The   description   of  our  common   stock   contained  in  our
                Registration  Statement  on Form S-4 (File No.  33-30433)  filed
                with the Commission on August 10, 1989.

        All  documents  we file  after the date of this  Registration  Statement
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining unsold,  shall be deemed incorporated by reference and to be a part of
this Registration Statement from the date the documents are filed.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be modified or  superseded,  for
purposes  of  this  Registration  Statement,  to the  extent  that  a  statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document which also is or is deemed to be incorporated by reference, modifies or
supersedes the statement.

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  Bylaws provide that the Company will indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action, suit or proceeding,  including actions by or in the
right of the Company, whether civil, criminal,  administrative or investigative,
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the Company,  or is or was serving at the request of the Company as
a  director,  officer,  employee or agent of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines,  excise taxes and amounts paid in settlement actually
and reasonably  incurred by such person in connection with such action,  suit or
proceeding to the full extent  permissible  under  Pennsylvania  law.  Statutory
authority  for  such  indemnification  is  contained  in  Subchapter  D  of  the
Pennsylvania Business Corporation Law of 1988 (as amended).

<PAGE>

        Reasonable expenses incurred by an officer, director,  employee or agent
of the  Company in  defending  a civil or criminal  action,  suit or  proceeding
described  above may be paid by the Company in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such person to repay such amount if it shall  ultimately be determined
that the person is not entitled to be indemnified by the Company.

        The duties of the Company to  indemnify  and to advance  expenses to any
person  shall be in the nature of a contract  between  the Company and each such
person, and no amendment or repeal of any provision of the Bylaws shall alter to
the  detriment  of such  person the right of such person to the  advancement  of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment or repeal.

        The Company shall not indemnify a director,  officer,  employee or agent
for any liability  incurred in an action,  suit or proceeding  initiated  (which
shall  not be deemed to  include  counter-claims  or  affirmative  defenses)  or
participated  in as an  intervenor  or  amicus  curiae  by  the  person  seeking
indemnification  unless such initiation of or participation in the action,  suit
or proceeding is  authorized,  either before or after its  commencement,  by the
affirmative vote of a majority of the directors in office.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The exhibits  required by Item 601 of  Regulation  S-K and this item are
listed in the Exhibit Index at Page E-1, all of which are incorporated herein by
reference.

Item 9. Undertakings.

        The undersigned Registrant 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 of 1933;

                (ii) to reflect in the  prospectus  any facts or events  arising
        after the  effective  date of the  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  the  registration  statement.  Notwithstanding  the  foregoing,  any
        increase or decrease in the volume of  securities  offered (if the total
        dollar  value of  securities  offered  would not  exceed  that which was
        registered)  and any deviation from the low or high and of the estimated
        maximum  offering range may be reflected in the form of prospectus filed
        with the Commission  pursuant to Rule 424(b) if, in the  aggregate,  the
        changes in volume and price  represent  no more than a 20% change in the
        maximum  aggregate  offering  price  set  forth in the  "Calculation  of
        Registration Fee" table in the effective registration statement;

                (iii) to include any  material  information  with respect to the
        plan  of  distribution  not  previously  disclosed  in the  registration
        statement or any material change to such information in the registration
        statement;

<PAGE>

        provided,  however,  that paragraphs  (1)(i) and (1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the 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 that time shall be deemed to be the initial bona
fide offering thereof.

        (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.

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

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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 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.

<PAGE>

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  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 Downington,  Commonwealth of Pennsylvania on January
17, 2001.

                                 CHESTER VALLEY BANCORP INC.



                                 By:        /s/ Donna M. Coughey
                                    -----------------------------------------
                                    Donna M. Coughey
                                    President and Chief Executive Officer

        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 date indicated.

<TABLE>
<CAPTION>
Signature                                Title                           Date
<S>                                      <C>                             <C>

/s/ Donna M. Coughey
-----------------------------           Director, President and          January 17, 2001
Donna M. Coughey                        Chief Executive Officer          -----------------


/s/ Edward T. Borer                      Director                        January 17, 2001
-----------------------------                                            -----------------
Edward T. Borer


/s/ Robert J. Bradbury
-----------------------------            Director                        January 17, 2001
Robert J. Bradbury                                                       -----------------



/s/ John J. Cunningham, III
-----------------------------            Director                        January 17, 2001
John J. Cunningham, III                                                  -----------------


/s/ Gerard F. Griesser
-----------------------------            Director                        January 17, 2001
Gerard F. Griesser                                                       -----------------


/s/ James E. McErlane
-----------------------------            Director                        January 17, 2001
James E. McErlane                                                        -----------------


/s/ Richard L. Radcliff
-----------------------------            Director                        January 17, 2001
Richard L. Radcliff                                                      -----------------


/s/ Emory S. Todd, Jr.
-----------------------------            Director                        January 17, 2001
Emory S. Todd, Jr.                                                       -----------------


/s/ William M. Wright
-----------------------------            Director                        January 17, 2001
William M. Wright                                                        -----------------


/s/ Albert S. Randa                      Treasurer, Chief Financial
-----------------------------            Officer and Chief Accounting    January 17, 2001
Albert S. Randa                          Officer                         -----------------

 </TABLE>


<PAGE>



                                  EXHIBIT INDEX

Number     Description                                     Method of Filing
------     -----------                                     ----------------
  4        Chester Valley Bancorp Inc. 1997 Stock
           Option Plan, as amended                         Filed herewith

  5        Opinion of Cozen and O'Connor                   Filed herewith

23.1       Consent of KPMG LLP                             Filed herewith

23.2       Consent of Cozen and O'Connor                   Included in Exhibit
                                                           5 above.



                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FOR CHESTER VALLEY", "secsgml_size_bytes": 16902}]
{"company-data": {"conformed-name": "CHESTER VALLEY BANCORP INC", "cik": "0000854098", "assigned-sic": "6036", "irs-number": "232598554", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54020", "film-number": "1511951"}, "business-address": {"street1": "100 E LANCASTER AVE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335", "phone": "6102699700"}, "mail-address": {"street1": "100 E LANCASTER AVE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335"}}
As filed with the Securities and Exchange Commission on January, 19 2001

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

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

                             ----------------------

                           Chester Valley Bancorp Inc.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                                  Pennsylvania
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2598554
                        ---------------------------------
                        (IRS Employer Identification No.)

                  100 E. Lancaster Avenue, Downington, PA 19335
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

         Chester Valley Bancorp Inc. 1997 Stock Option Plan, as amended
        ----------------------------------------------------------------
                            (Full title of the plan)

                                Donna M. Coughey,
                      President and Chief Executive Officer
                           Chester Valley Bancorp Inc.
                             100 E. Lancaster Avenue
                              Downington, PA 19335
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (610) 269-9700
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            David S. Petkun, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 665-4634

================================================================================
CALCULATION OF REGISTRATION FEE

=======================================================================================================================

        Title of
       Securities               Amount to           Proposed Maximum       Proposed Maximum          Amount of
         to be                     be                Offering Price       Aggregate Offering        Registration
       Registered              Registered              per Share               Price *                  Fee
       ----------              ----------              ---------               -------                  ---
Common Stock, par value        315,000                 $17.50                  $5,512,500               $1, 378.13
    $1.00 per share            shares
----------------------------------------------------------------------------------------------------------------------
(*) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h),  based upon the average of the high and low prices
of a share of Common Stock at January 16, 2001, which was $17.50 per share.

The  approximate  date of proposed  sale to the public will be from time to time
upon  exercise of options  granted  pursuant to the 1997 Stock Option  Plan,  as
amended.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission are incorporated into this Registration Statement by reference:

        (a)     Our annual report on Form 10-K for the year ended June 30, 2000;

        (b)     Our  quarterly  report  on  Form  10-Q  for  the  quarter  ended
                September 30, 2000;

        (c)     The   description   of  our  common   stock   contained  in  our
                Registration  Statement  on Form S-4 (File No.  33-30433)  filed
                with the Commission on August 10, 1989.

        All  documents  we file  after the date of this  Registration  Statement
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining unsold,  shall be deemed incorporated by reference and to be a part of
this Registration Statement from the date the documents are filed.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be modified or  superseded,  for
purposes  of  this  Registration  Statement,  to the  extent  that  a  statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document which also is or is deemed to be incorporated by reference, modifies or
supersedes the statement.

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  Bylaws provide that the Company will indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action, suit or proceeding,  including actions by or in the
right of the Company, whether civil, criminal,  administrative or investigative,
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the Company,  or is or was serving at the request of the Company as
a  director,  officer,  employee or agent of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines,  excise taxes and amounts paid in settlement actually
and reasonably  incurred by such person in connection with such action,  suit or
proceeding to the full extent  permissible  under  Pennsylvania  law.  Statutory
authority  for  such  indemnification  is  contained  in  Subchapter  D  of  the
Pennsylvania Business Corporation Law of 1988 (as amended).
Reasonable expenses incurred by an officer, director,  employee or agent
of the  Company in  defending  a civil or criminal  action,  suit or  proceeding
described  above may be paid by the Company in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such person to repay such amount if it shall  ultimately be determined
that the person is not entitled to be indemnified by the Company.

        The duties of the Company to  indemnify  and to advance  expenses to any
person  shall be in the nature of a contract  between  the Company and each such
person, and no amendment or repeal of any provision of the Bylaws shall alter to
the  detriment  of such  person the right of such person to the  advancement  of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment or repeal.

        The Company shall not indemnify a director,  officer,  employee or agent
for any liability  incurred in an action,  suit or proceeding  initiated  (which
shall  not be deemed to  include  counter-claims  or  affirmative  defenses)  or
participated  in as an  intervenor  or  amicus  curiae  by  the  person  seeking
indemnification  unless such initiation of or participation in the action,  suit
or proceeding is  authorized,  either before or after its  commencement,  by the
affirmative vote of a majority of the directors in office.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The exhibits  required by Item 601 of  Regulation  S-K and this item are
listed in the Exhibit Index at Page E-1, all of which are incorporated herein by
reference.

Item 9. Undertakings.

        The undersigned Registrant 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 of 1933;

                (ii) to reflect in the  prospectus  any facts or events  arising
        after the  effective  date of the  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  the  registration  statement.  Notwithstanding  the  foregoing,  any
        increase or decrease in the volume of  securities  offered (if the total
        dollar  value of  securities  offered  would not  exceed  that which was
        registered)  and any deviation from the low or high and of the estimated
        maximum  offering range may be reflected in the form of prospectus filed
        with the Commission  pursuant to Rule 424(b) if, in the  aggregate,  the
        changes in volume and price  represent  no more than a 20% change in the
        maximum  aggregate  offering  price  set  forth in the  "Calculation  of
        Registration Fee" table in the effective registration statement;

                (iii) to include any  material  information  with respect to the
        plan  of  distribution  not  previously  disclosed  in the  registration
        statement or any material change to such information in the registration
        statement;
provided,  however,  that paragraphs  (1)(i) and (1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the 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 that time shall be deemed to be the initial bona
fide offering thereof.

        (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.

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

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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 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,  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 Downington,  Commonwealth of Pennsylvania on January
17, 2001.

                                 CHESTER VALLEY BANCORP INC.

                                 By:        /s/ Donna M. Coughey
                                    -----------------------------------------
                                    Donna M. Coughey
                                    President and Chief Executive Officer

        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 date indicated.
Signature                                Title                           Date
/s/ Donna M. Coughey
-----------------------------           Director, President and          January 17, 2001
Donna M. Coughey                        Chief Executive Officer          -----------------

/s/ Edward T. Borer                      Director                        January 17, 2001
-----------------------------                                            -----------------
Edward T. Borer

/s/ Robert J. Bradbury
-----------------------------            Director                        January 17, 2001
Robert J. Bradbury                                                       -----------------

/s/ John J. Cunningham, III
-----------------------------            Director                        January 17, 2001
John J. Cunningham, III                                                  -----------------

/s/ Gerard F. Griesser
-----------------------------            Director                        January 17, 2001
Gerard F. Griesser                                                       -----------------

/s/ James E. McErlane
-----------------------------            Director                        January 17, 2001
James E. McErlane                                                        -----------------

/s/ Richard L. Radcliff
-----------------------------            Director                        January 17, 2001
Richard L. Radcliff                                                      -----------------

/s/ Emory S. Todd, Jr.
-----------------------------            Director                        January 17, 2001
Emory S. Todd, Jr.                                                       -----------------

/s/ William M. Wright
-----------------------------            Director                        January 17, 2001
William M. Wright                                                        -----------------

/s/ Albert S. Randa                      Treasurer, Chief Financial
-----------------------------            Officer and Chief Accounting    January 17, 2001
Albert S. Randa                          Officer                         -----------------
EXHIBIT INDEX

Number     Description                                     Method of Filing
------     -----------                                     ----------------
  4        Chester Valley Bancorp Inc. 1997 Stock
           Option Plan, as amended                         Filed herewith

  5        Opinion of Cozen and O'Connor                   Filed herewith

23.1       Consent of KPMG LLP                             Filed herewith

23.2       Consent of Cozen and O'Connor                   Included in Exhibit
                                                           5 above.

                                      E-1