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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        FIRST CHESTER COUNTY CORPORATION
             (Exact name of registrant as specified in its charter)


         Pennsylvania                                  23-2288763

(State of other jurisdiction of
 incorporation of organization)             (I.R.S. Employer Identification No.)


 9 North High Street, West Chester, PA                                  19380

(Address of Principal Executive Offices)                              (Zip Code)

                        FIRST CHESTER COUNTY CORPORATION
                           2005 RESTRICTED STOCK PLAN
                            (Full title of the plan)

                             John A. Featherman, III
                       Chairman & Chief Executive Officer
                  9 North High Street, West Chester, PA 19380
                     (Name and address of agent for service)

                                 (484) 881-4000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

 Title of securities      Amount to be     Proposed maximum offering   Proposed maximum aggregate       Amount of
   to be registered        registered          price per share(1)            offering price           registration
                                                                                                         fee(1)
<S>                       <C>                        <C>                         <C>                     <C>

  Common stock, par
value $1.00 per share      150,000(2)                $18.38                      $2,757,000              $324.50
</TABLE>


(1)  The  registration fee has been computed in accordance to paragraphs (c) and
     (h) of Rule 457  based  upon the  average  of the bid and  asked  price for
     shares of the Common Stock on September 21, 2005.

(2)  Pursuant to Rule 416(b) under the Securities Act of 1933, as amended,  this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common Stock as a result of any stock dividend,  stock split,
     recapitalization or other similar transaction.

                                       1
<PAGE>

        PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents  listed in (a) through (d) below are  incorporated  herein by
reference  thereto,  and all documents  subsequently  filed by the First Chester
County Corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14, and
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 deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by this reference in this Registration  Statement and
to be a part hereof from the date of the filing of such documents.

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2004;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarter ended March 31, 2005, including the amendment thereto
                  filed on August 19, 2005, and for the quarter ended June 30,
                  2005;

         (c)      The  Corporation's  Current  Reports on Forms 8-K and  8-K/A's
                  filed on January  26,  2005,  February 1, 2005,  February  25,
                  2005,  March 11, 2005,  March 31, 2005,  April 19, 2005, April
                  22, 2005,  April 28, 2005, May 9, 2005, May 31, 2005, June 22,
                  2005,  June 27, 2005,  July 29, 2005,  and September 22, 2005;
                  and

         (d)      The description of the Common Stock contained in the
                  Registration Statement filed by the Registrant to register
                  such securities under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         (1)  The  information  called  for by Part I of Form S-8  (the  "Part I
              Information")  is included in the description of the  Registrant's
              2005  Restricted  Stock Plan which is delivered to each person who
              is selected to receive an award under the Plan in accordance  with
              Rule 428 under the Securities Act of 1933, as amended. Pursuant to
              Note 1 to Part I of Form S-8, the Part I Information  is not filed
              with the Securities Exchange Commission.

                                       2

<PAGE>

     The  Registrant's  Articles of  Incorporation  provide that the  Registrant
shall indemnify its officers, directors,  employees and agents of the Registrant
and its  subsidiaries to the extent set forth in the Registrant's  By-Laws.  The
Registrant's  By-laws provide that the Corporation  shall indemnify its officers
and  directors and the officers and  directors of its  subsidiaries  to the full
extent  permitted  by  the  relevant  sections  of  the  Pennsylvania   Business
Corporation  Law (the  "Indemnification  Provisions"),  as amended  from time to
time, and may, by action of its Board of Directors, indemnify such other persons
as permitted by the Indemnification Provisions.

     Generally,   the  Indemnification   Provisions  empower  a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action or proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation),  by reason of the fact that such  person is or was a
representative of the corporation,  or is or was servicing at the request of the
corporation  as  a  representative  of  another  enterprise,   against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the action or
proceeding  if  such  person  acted  on good  faith  and in a  manner  he or she
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause  to  believe  his  or  her  conduct  was   unlawful.   In  addition,   the
Indemnification Provisions empower a corporation to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened pending or
completed  action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a  representative  of
the  corporation  or is or was  serving at the request of the  corporation  as a
representative of another  enterprise,  against expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of the action if such person acted in good faith and in a
manner  he or she  reasonably  believed  to be in,  or not  opposed  to the best
interest of the  corporation;  except that  indemnification  for such derivative
matters  shall not be made in respect  of any claim  issue or matter as to which
the person has been adjudged to be liable to the  corporation  unless,  and then
only to the extent that,  the court of common  please of the  judicial  district
embracing  the  county in which the  registered  office  of the  corporation  is
located or the court in which the action was brought determines upon application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for the expenses that the court of common please or other court deems
proper.

     The Registrant  maintains  Directors' and Officers' liability insurance for
all of its Directors and Officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed with or incorporated by reference
into, this Registration Statement:

         4        Specimen stock certificate representing Common Stock.
         5        Opinion of Saul Ewing LLP.
         10       First Chester County 2005 Restricted Stock Plan (incorporated
                  herein by reference to Appendix A of the Registrant's Proxy
                  Statement filed March 17, 2005)
         23.1     Consent of Grant Thornton LLP
         23.2     Consent of Saul Ewing LLP (contained in Exhibit 5)
         24       Power of Attorney (included on signature page of the
                  Registration Statement)

                                       3
<PAGE>

Item 9.  Undertakings.

         (a) 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 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 end 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 20% change in the  maximum
aggregate  offering price set for in the "Calculation of Registration Fee" table
herein;

                 (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  (i) and  (ii) of this  section  do not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed by the  Registrant  with the
Securities and Exchange Commission that are incorporated herein by reference;

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.


                                       4
<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liability (other than 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 Act and will be governed by the final
adjudication of such issue.


                                       5
<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, thereunder duly
authorized in the Borough of West Chester, Commonwealth of Pennsylvania, on
September 22, 2005.

                                           FIRST CHESTER COUNTY CORPORATION

                                           /s/ John A. Featherman, III
                                           -------------------------------------
                                           By: John A. Featherman, III
                                           Chairman and Chief Executive Officer

                                           /s/ John E. Balzarini
                                           -------------------------------------
                                           By: John E. Balzarini
                                           Treasurer and Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby makes,  constitutes and appoints John A. Featherman,  III, and John
E. Balzarini,  and each of them,  with full power to act without the other,  his
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  any  and all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  or  necessary  to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents or any of them,  or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.

<TABLE>
<CAPTION>

       Signature                                 Title                                           Date
       ---------                                 -----                                           ----

<S>                                     <C>                                             <C>
/s/ John A. Featherman III
--------------------------
John A. Featherman III                   Chairman of the Board and                       September 22, 2005
                                         Chief Executive Officer

/s/ Kevin C. Quinn
---------------------------
Kevin C. Quinn                           President and                                   September 22, 2005
                                         Director
</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>

       Signature                                 Title                                           Date
       ---------                                 -----                                           ----
<S>                                     <C>                                             <C>

/s/ John Halsted
--------------------------
John Halsted                             Director                                        September 22, 2005

/s/ J. Carol Hanson
--------------------------
J. Carol Hanson                          Director                                        September 22, 2005

/s/ John J. Ciccarone
--------------------------
John J. Ciccarone                        Director                                        September 22, 2005

/s/ Clifford E. DeBaptiste
--------------------------
Clifford E. DeBaptiste                   Director                                        September 22, 2005

/s/ John B. Waldron
--------------------------
John B. Waldron                          Director                                        September 22, 2005

/s/ David L. Peirce
--------------------------
David L. Peirce                          Director                                        September 22, 2005

/s/ M. Robert Clarke
--------------------------
M. Robert Clarke                         Director                                        September 22, 2005

/s/ Edward A. Leo
--------------------------
Edward A. Leo                            Director                                        September 22, 2005


</TABLE>


                                       7
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                             Exhibit
-----------                             -------

    4                     Specimen stock certificate of Common Stock

    5                     Opinion of  Saul Ewing LLP.

    10                    First Chester County 2005 Restricted Stock Plan
                          (incorporated herein by reference to Appendix A of
                          the Registrant's Proxy Statement filed March 17, 2005)

    23.1                  Consent of Grant Thornton LLP

    23.2                  Consent of Saul Ewing LLP
                          (Contained in Exhibit No. 5)

    24                    Power of Attorney (included in signature
                          page of the Registration Statement)



                                       8
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        FIRST CHESTER COUNTY CORPORATION
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2288763

(State of other jurisdiction of
 incorporation of organization)             (I.R.S. Employer Identification No.)

 9 North High Street, West Chester, PA                                  19380

(Address of Principal Executive Offices)                              (Zip Code)

                        FIRST CHESTER COUNTY CORPORATION
                           2005 RESTRICTED STOCK PLAN
                            (Full title of the plan)

                             John A. Featherman, III
                       Chairman & Chief Executive Officer
                  9 North High Street, West Chester, PA 19380
                     (Name and address of agent for service)

                                 (484) 881-4000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities      Amount to be     Proposed maximum offering   Proposed maximum aggregate       Amount of
   to be registered        registered          price per share(1)            offering price           registration
                                                                                                         fee(1)
Common stock, par
value $1.00 per share      150,000(2)                $18.38                      $2,757,000              $324.50
(1)  The  registration fee has been computed in accordance to paragraphs (c) and
     (h) of Rule 457  based  upon the  average  of the bid and  asked  price for
     shares of the Common Stock on September 21, 2005.

(2)  Pursuant to Rule 416(b) under the Securities Act of 1933, as amended,  this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common Stock as a result of any stock dividend,  stock split,
     recapitalization or other similar transaction.

                                       1
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents  listed in (a) through (d) below are  incorporated  herein by
reference  thereto,  and all documents  subsequently  filed by the First Chester
County Corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14, and
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 deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by this reference in this Registration  Statement and
to be a part hereof from the date of the filing of such documents.

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2004;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarter ended March 31, 2005, including the amendment thereto
                  filed on August 19, 2005, and for the quarter ended June 30,
                  2005;

         (c)      The  Corporation's  Current  Reports on Forms 8-K and  8-K/A's
                  filed on January  26,  2005,  February 1, 2005,  February  25,
                  2005,  March 11, 2005,  March 31, 2005,  April 19, 2005, April
                  22, 2005,  April 28, 2005, May 9, 2005, May 31, 2005, June 22,
                  2005,  June 27, 2005,  July 29, 2005,  and September 22, 2005;
                  and

         (d)      The description of the Common Stock contained in the
                  Registration Statement filed by the Registrant to register
                  such securities under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         (1)  The  information  called  for by Part I of Form S-8  (the  "Part I
              Information")  is included in the description of the  Registrant's
              2005  Restricted  Stock Plan which is delivered to each person who
              is selected to receive an award under the Plan in accordance  with
              Rule 428 under the Securities Act of 1933, as amended. Pursuant to
              Note 1 to Part I of Form S-8, the Part I Information  is not filed
              with the Securities Exchange Commission.

                                       2
The  Registrant's  Articles of  Incorporation  provide that the  Registrant
shall indemnify its officers, directors,  employees and agents of the Registrant
and its  subsidiaries to the extent set forth in the Registrant's  By-Laws.  The
Registrant's  By-laws provide that the Corporation  shall indemnify its officers
and  directors and the officers and  directors of its  subsidiaries  to the full
extent  permitted  by  the  relevant  sections  of  the  Pennsylvania   Business
Corporation  Law (the  "Indemnification  Provisions"),  as amended  from time to
time, and may, by action of its Board of Directors, indemnify such other persons
as permitted by the Indemnification Provisions.

     Generally,   the  Indemnification   Provisions  empower  a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action or proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation),  by reason of the fact that such  person is or was a
representative of the corporation,  or is or was servicing at the request of the
corporation  as  a  representative  of  another  enterprise,   against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the action or
proceeding  if  such  person  acted  on good  faith  and in a  manner  he or she
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause  to  believe  his  or  her  conduct  was   unlawful.   In  addition,   the
Indemnification Provisions empower a corporation to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened pending or
completed  action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a  representative  of
the  corporation  or is or was  serving at the request of the  corporation  as a
representative of another  enterprise,  against expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of the action if such person acted in good faith and in a
manner  he or she  reasonably  believed  to be in,  or not  opposed  to the best
interest of the  corporation;  except that  indemnification  for such derivative
matters  shall not be made in respect  of any claim  issue or matter as to which
the person has been adjudged to be liable to the  corporation  unless,  and then
only to the extent that,  the court of common  please of the  judicial  district
embracing  the  county in which the  registered  office  of the  corporation  is
located or the court in which the action was brought determines upon application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for the expenses that the court of common please or other court deems
proper.

     The Registrant  maintains  Directors' and Officers' liability insurance for
all of its Directors and Officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed with or incorporated by reference
into, this Registration Statement:

         4        Specimen stock certificate representing Common Stock.
         5        Opinion of Saul Ewing LLP.
         10       First Chester County 2005 Restricted Stock Plan (incorporated
                  herein by reference to Appendix A of the Registrant's Proxy
                  Statement filed March 17, 2005)
         23.1     Consent of Grant Thornton LLP
         23.2     Consent of Saul Ewing LLP (contained in Exhibit 5)
         24       Power of Attorney (included on signature page of the
                  Registration Statement)

                                       3
Item 9.  Undertakings.

         (a) 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 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 end 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 20% change in the  maximum
aggregate  offering price set for in the "Calculation of Registration Fee" table
herein;

                 (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  (i) and  (ii) of this  section  do not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed by the  Registrant  with the
Securities and Exchange Commission that are incorporated herein by reference;

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

                                       4
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liability (other than 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 Act and will be governed by the final
adjudication of such issue.

                                       5
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, thereunder duly
authorized in the Borough of West Chester, Commonwealth of Pennsylvania, on
September 22, 2005.

                                           FIRST CHESTER COUNTY CORPORATION

                                           /s/ John A. Featherman, III
                                           -------------------------------------
                                           By: John A. Featherman, III
                                           Chairman and Chief Executive Officer

                                           /s/ John E. Balzarini
                                           -------------------------------------
                                           By: John E. Balzarini
                                           Treasurer and Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby makes,  constitutes and appoints John A. Featherman,  III, and John
E. Balzarini,  and each of them,  with full power to act without the other,  his
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  any  and all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  or  necessary  to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents or any of them,  or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.
Signature                                 Title                                           Date
       ---------                                 -----                                           ----
/s/ John A. Featherman III
--------------------------
John A. Featherman III                   Chairman of the Board and                       September 22, 2005
                                         Chief Executive Officer

/s/ Kevin C. Quinn
---------------------------
Kevin C. Quinn                           President and                                   September 22, 2005
                                         Director
6
Signature                                 Title                                           Date
       ---------                                 -----                                           ----
/s/ John Halsted
--------------------------
John Halsted                             Director                                        September 22, 2005

/s/ J. Carol Hanson
--------------------------
J. Carol Hanson                          Director                                        September 22, 2005

/s/ John J. Ciccarone
--------------------------
John J. Ciccarone                        Director                                        September 22, 2005

/s/ Clifford E. DeBaptiste
--------------------------
Clifford E. DeBaptiste                   Director                                        September 22, 2005

/s/ John B. Waldron
--------------------------
John B. Waldron                          Director                                        September 22, 2005

/s/ David L. Peirce
--------------------------
David L. Peirce                          Director                                        September 22, 2005

/s/ M. Robert Clarke
--------------------------
M. Robert Clarke                         Director                                        September 22, 2005

/s/ Edward A. Leo
--------------------------
Edward A. Leo                            Director                                        September 22, 2005
7
EXHIBIT INDEX
                                 -------------

Exhibit No.                             Exhibit
-----------                             -------

    4                     Specimen stock certificate of Common Stock

    5                     Opinion of  Saul Ewing LLP.

    10                    First Chester County 2005 Restricted Stock Plan
                          (incorporated herein by reference to Appendix A of
                          the Registrant's Proxy Statement filed March 17, 2005)

    23.1                  Consent of Grant Thornton LLP

    23.2                  Consent of Saul Ewing LLP
                          (Contained in Exhibit No. 5)

    24                    Power of Attorney (included in signature
                          page of the Registration Statement)

                                       8