As filed with the Securities and Exchange Commission on July 31, 1996
                                                     Registration No. ________
- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

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


                Pennsylvania                             23-2288763
                ------------                             ----------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

            9 North High Street
         West Chester, Pennsylvania                        19380
         --------------------------                        -----
  (Address of principal executive offices)                (Zip Code)
                               ------------------


                             1995 STOCK OPTION PLAN
                            (Full title of the plan)

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


                                CHARLES E. SWOPE
                      President and Chief Executive Officer
                         First West Chester Corporation
                               9 North High Street
                        West Chester, Pennsylvania 19380
                                 (610) 692-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


                                    Copy to:

                           JAMES W. SCHWARTZ, ESQUIRE
                          PATRICIA A. GRITZAN, ESQUIRE
                           Saul, Ewing, Remick & Saul
                             3800 Centre Square West
                        Philadelphia, Pennsylvania 19102
                                 (215) 972-7777
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                  
====================================================================================================================
                                                                  Proposed
                                              Proposed             Maximum
Title of Securities to   Amount to be     Maximum Offering        Aggregate 
    be Registered         Registered     Price Per Share (1)    Offering Price        Amount of Registration Fee (1)
<S>                      <C>   
____________________________________________________________________________________________________________________
Common Stock, Par             187,500        $29.625             $5,554,687.50                  $1,915.41
Value $1.00 Per Share

====================================================================================================================
<FN>

         (1) The registration fee with respect to these shares has been computed
in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the bid and asked price for shares of the Common Stock on July 26, 1996.
                                                          -------------
</FN>
</TABLE>

                                      <PAGE>



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

Item 1.        Plan Information.

Item 2.        Registrant Information and Employee Plan Annual Information.1

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The  documents  listed  in  clauses  (a)  through  (c)  below are
incorporated  herein by this reference thereto,  and all documents  subsequently
filed by 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 by this reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

          (a) The  Registrant's  Annual  Report on Form 10-K for the year  ended
December 31, 1995.

          (b) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1996, and Annual Report on Form 11-K for the year ended December
31, 1995.

          (c) 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.

               The  Registrant's  Articles  of  Incorporation  provide  that the
Registrant  shall  indemnify  its  officers and  directors  and the officers and
directors  of its  subsidiaries  to the full extent  permitted  by and under the
terms and  conditions of the Business  Corporation  Law of the  Commonwealth  of
Pennsylvania  (the "BCL"), as amended from time to time, and the Registrant may,
by action of its Board of Directors,
- ---------------------------

1        The  information  called  for by  Part  I of  Form  S-8 is  currently
         included in the description of the Registrant's  1995 Stock Option Plan
         (the  "Plan")  which  is  delivered  to  each   employee   selected  to
         participate  in  the  Plan  in  accordance  with  Rule  428  under  the
         Securities  Act of 1933, as amended.  Pursuant to the Note to Part I of
         Form S-8, this information is not filed with this Form S-8.

                                       -2-

<PAGE>



indemnify all other persons it may indemnify pursuant to such law, provided that
indemnification  may not be made in any case  where  the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.  In accordance with the BCL, the
Registrant's By-laws include the indemnification provision excerpted below:

               Section 8.02.  Indemnification.  The Corporation  shall indemnify
               any  officer or director  (or  employee  or agent  designated  by
               majority vote of the Board of Directors to the extent provided in
               such  vote) who was or is a party or is  threatened  to be made a
               party  to  any   threatened,   pending   or   completed   action,
               proceedings,   whether   civil,   criminal,   administrative   or
               investigative  (including  action  by  or in  the  right  of  the
               Corporation)  by reason of the fact that he is or was a  director
               or officer (or employee or agent) of the Corporation or is or was
               serving at the request of the Corporation as a director,  officer
               (or employee or agent) of another corporation, partnership, joint
               venture,  trust,  employee  benefit  plan  or  other  enterprise,
               against expenses (including  attorneys' fees),  judgments,  fines
               and amounts paid in settlement  actually and reasonably  incurred
               by him in  connection  with  such  action,  suit  or  proceeding.
               Officers and directors of subsidiaries  of the Corporation  shall
               be deemed to be  persons  acting as an  officer  or  director  of
               another   corporation   at  the   request  of  the   Corporation.
               Indemnification pursuant to this Section shall not be made in any
               case where the act or failure to act giving rise to the claim for
               indemnification  is  determined  by a court  to have  constituted
               willful  misconduct  or  recklessness.  Expenses  incurred  by an
               officer,  director,  employee or agent purportedly indemnified by
               this  Section in  defending a civil or criminal  action,  suit or
               proceeding may be paid by the Corporation 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 he is not entitled to
               be  indemnified  by  the  Corporation.  The  indemnification  and
               advancement of expenses provided by, or granted pursuant to, this
               Section 8.02 shall continue as to a person who has ceased to be a
               director, officer, employee or agent of the Corporation and shall
               inure to the benefit of the heirs,  executors and  administrators
               of such person.  This  Section  8.02 shall not be effective  with
               respect to any  action,  suit or  proceeding  commenced  prior to
               January 27, 1987.

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

Item 7.        Exemption from Registration Claimed.

               Not applicable.



                                       -3-

<PAGE>



Item 8.        Exhibits.

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

     5      Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.

     10     1995 Stock Option Plan (incorporated by reference to Exhibit 10(i) 
            to the Corporation's Annual Report on Form 10-K for the year ended
            December 31, 1995)

     23.1   Consent of Grant Thornton LLP

     23.2   Consent of MacElree, Harvey, Gallagher, Featherman & Sebastian,  
            Ltd.(contained in Exhibit No. 5)

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

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;

                           (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;

                  (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

                                       -4-

<PAGE>



offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (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, State of  Pennsylvania,  on July 31,
1996.

                                                  FIRST WEST CHESTER CORPORATION


                                                  By: /s/ Charles E. Swope
                                                      --------------------
                                                     Charles E. Swope, President
                                                     and Chief Executive Officer


                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby makes,  constitutes and appoints Charles E. Swope,  Eric W.
Rohrbach and J. Duncan Smith,  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/  Charles E. Swope                               Chairman of the Board,             July 31, 1996
- ------------------------------------------------
Charles E. Swope                                     President and Chief Executive
                                                     Officer



 /s/ J. Duncan Smith                                 Treasurer (Principal               July 31, 1996
- ------------------------------------------------
J. Duncan Smith                                      Accounting and
                                                     Financial Officer)






<PAGE>



 /s/  Richard M. Armstrong                           Director                           July 19, 1996
- -----------------------------------------------
Richard M. Armstrong



 /s/  John J. Ciccarone                              Director                           July 19, 1996
- -----------------------------------------------
John J. Ciccarone



 /s/  M. Robert Clarke                               Director                           July 19, 1996
- -----------------------------------------------
M. Robert Clarke



 /s/  Edward J. Cotter                               Director                           July 19, 1996
- -----------------------------------------------
Edward J. Cotter



 /s/ Clifford E. DeBaptiste                          Director                           July 19, 1996
- ------------------------------------------------
Clifford E. DeBaptiste



 /s/  John A. Featherman, III                        Director                           July 29, 1996
- ------------------------------------------------
John A. Featherman, III



 /s/  John S. Halsted                                Director                           July 19, 1996
- ------------------------------------------------
John S. Halsted



 /s/ J. Carol Hanson                                 Director                           July 19, 1996
- ------------------------------------------------
J. Carol Hanson



 /s/ Devere Kauffman                                 Director                           July 19, 1996
- ------------------------------------------------
Devere Kauffman






<PAGE>



 /s/ David L. Peirce                                  Director                           July 19, 1996
- -------------------------------------------------
David L. Peirce



 /s/ John B. Waldron                                  Director                           July 19, 1996
- -------------------------------------------------
John B. Waldron
</TABLE>



<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, State of  Pennsylvania, on July 31,
1996.

                                                 FIRST WEST CHESTER CORPORATION


                                                 By:___________________________
                                                    Charles E. Swope, President 
                                                    and Chief Executive Officer


                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby makes,  constitutes and appoints Charles E. Swope,  Eric W.
Rohrbach  and J. Duncan  Smith 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>


___________________________________                  Chairman of the Board,             July 31, 1996
Charles E. Swope                                     President and Chief
                                                     Executive Officer



___________________________________                  Treasurer (Principal               July 31, 1996
J. Duncan Smith                                      Accounting and Financial
                                                     Officer)



<PAGE>




___________________________________                  Director                           July 19, 1996
Richard M. Armstrong



___________________________________                  Director                           July 19, 1996
John J. Ciccarone



___________________________________                  Director                           July 19, 1996
M. Robert Clarke



___________________________________                  Director                           July 19, 1996
Edward J. Cotter



___________________________________                  Director                           July 19, 1996
Clifford E. DeBaptiste


___________________________________                  Director                           July 29, 1996
John A. Featherman, III



___________________________________                  Director                           July 19, 1996
John S. Halsted



___________________________________                  Director                           July 19, 1996
J. Carol Hanson



___________________________________                  Director                           July 19, 1996
Devere Kauffman







<PAGE>



___________________________________                  Director                           July 19, 1996
David L. Peirce



___________________________________                  Director                           July 19, 1996
John B. Waldron

</TABLE>



<PAGE>



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

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

5          Opinion of  MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.

23.1       Consent of Grant Thornton LLP,

23.2       Consent of  MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
           (Contained in Exhibit No. 5)

24         Power of Attorney authorizing Charles E. Swope, Eric W. Rohrbach, and
           J. Duncan Smith to sign the Registration Statement (included in 
           signature page of the Registration Statement)
           




<PAGE>



                                                                      EXHIBIT 5



    [LETTERHEAD OF MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.]


July 31, 1996

First West Chester Corporation
9 North High Street
West Chester, PA  19380

Gentlemen:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") of First West Chester Corporation,  a Pennsylvania  corporation (the
"Company"), to be filed with the Securities and Exchange Commission covering the
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  of 187,500  shares of common  stock,  par value $1.00 per share,  of the
Company (the "Shares").

         We  have  examined  the  Registration  Statement,  the  Certificate  of
Incorporation  and  By-laws of the Company and such  records,  certificates  and
other documents as we have considered  necessary or appropriate for the purposes
of this Opinion.

         Based on the foregoing, it is our opinion that:

         1. the Company is duly organized, validly existing and in good standing
under the laws of the commonwealth of Pennsylvania; and

         2. the Shares to be issued in  accordance  with the terms  described in
the  Registration  Statement  have  been duly  authorized  and,  when  issued in
accordance  with the terms  described  in the  Registration  Statement,  will be
validly issued, fully paid and non-assessable.

         We hereby consent to use of our name in the  Registration  Statement as
counsel  who will pass upon the  legality  of the Shares for the  Company and as
having  prepared this Opinion as an exhibit to the  Registration  Statement.  In
giving  the  foregoing  consent,  we do not  thereby  admit  that  we are in the
category of persons whose consent is required  under Section 7 of the Securities
Act or the rules and  regulations  of the  Securities  and  Exchange  Commission
thereunder.


                   Very truly yours,


                    /s/MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
                    ------------------------------------------------------------
                    MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.


<PAGE>



                                                                   EXHIBIT 23.1



              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


         We have  issued our report  dated  January 25,  1996  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
Subsidiaries  appearing  in  the  1995  Annual  Report  of  the  Company  to its
shareholders  included  in the  Annual  Report on Form  10-K for the year  ended
December  31,  1995 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

Grant  Thornton  LLP


/s/ Grant Thornton LLP
- ----------------------
Grant  Thornton  LLP



Philadelphia, Pennsylvania
July 30, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27743}]
{"company-data": {"conformed-name": "FIRST WEST CHESTER CORP", "cik": "0000744126", "assigned-sic": "6021", "irs-number": "232288763", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09241", "film-number": "96601540"}, "business-address": {"street1": "9 N HIGH ST", "street2": "PO BOX 523", "city": "WEST CHESTER", "state": "PA", "zip": "19381", "phone": "6106923000"}, "mail-address": {"street1": "9 NORTH HIGH ST", "street2": "PO BOX 523", "city": "WEST CHESTER", "state": "PA", "zip": "19381"}}
As filed with the Securities and Exchange Commission on July 31, 1996
                                                     Registration No. ________
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                Pennsylvania                             23-2288763
                ------------                             ----------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

            9 North High Street
         West Chester, Pennsylvania                        19380
         --------------------------                        -----
  (Address of principal executive offices)                (Zip Code)
                               ------------------

                             1995 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                CHARLES E. SWOPE
                      President and Chief Executive Officer
                         First West Chester Corporation
                               9 North High Street
                        West Chester, Pennsylvania 19380
                                 (610) 692-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                           JAMES W. SCHWARTZ, ESQUIRE
                          PATRICIA A. GRITZAN, ESQUIRE
                           Saul, Ewing, Remick & Saul
                             3800 Centre Square West
                        Philadelphia, Pennsylvania 19102
                                 (215) 972-7777
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                  Proposed
                                              Proposed             Maximum
Title of Securities to   Amount to be     Maximum Offering        Aggregate 
    be Registered         Registered     Price Per Share (1)    Offering Price        Amount of Registration Fee (1)
____________________________________________________________________________________________________________________
Common Stock, Par             187,500        $29.625             $5,554,687.50                  $1,915.41
Value $1.00 Per Share

====================================================================================================================
(1) The registration fee with respect to these shares has been computed
in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the bid and asked price for shares of the Common Stock on July 26, 1996.
                                                          -------------
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information.

Item 2.        Registrant Information and Employee Plan Annual Information.1

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The  documents  listed  in  clauses  (a)  through  (c)  below are
incorporated  herein by this reference thereto,  and all documents  subsequently
filed by 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 by this reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

          (a) The  Registrant's  Annual  Report on Form 10-K for the year  ended
December 31, 1995.

          (b) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1996, and Annual Report on Form 11-K for the year ended December
31, 1995.

          (c) 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.

               The  Registrant's  Articles  of  Incorporation  provide  that the
Registrant  shall  indemnify  its  officers and  directors  and the officers and
directors  of its  subsidiaries  to the full extent  permitted  by and under the
terms and  conditions of the Business  Corporation  Law of the  Commonwealth  of
Pennsylvania  (the "BCL"), as amended from time to time, and the Registrant may,
by action of its Board of Directors,
- ---------------------------

1        The  information  called  for by  Part  I of  Form  S-8 is  currently
         included in the description of the Registrant's  1995 Stock Option Plan
         (the  "Plan")  which  is  delivered  to  each   employee   selected  to
         participate  in  the  Plan  in  accordance  with  Rule  428  under  the
         Securities  Act of 1933, as amended.  Pursuant to the Note to Part I of
         Form S-8, this information is not filed with this Form S-8.

                                       -2-
indemnify all other persons it may indemnify pursuant to such law, provided that
indemnification  may not be made in any case  where  the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.  In accordance with the BCL, the
Registrant's By-laws include the indemnification provision excerpted below:

               Section 8.02.  Indemnification.  The Corporation  shall indemnify
               any  officer or director  (or  employee  or agent  designated  by
               majority vote of the Board of Directors to the extent provided in
               such  vote) who was or is a party or is  threatened  to be made a
               party  to  any   threatened,   pending   or   completed   action,
               proceedings,   whether   civil,   criminal,   administrative   or
               investigative  (including  action  by  or in  the  right  of  the
               Corporation)  by reason of the fact that he is or was a  director
               or officer (or employee or agent) of the Corporation or is or was
               serving at the request of the Corporation as a director,  officer
               (or employee or agent) of another corporation, partnership, joint
               venture,  trust,  employee  benefit  plan  or  other  enterprise,
               against expenses (including  attorneys' fees),  judgments,  fines
               and amounts paid in settlement  actually and reasonably  incurred
               by him in  connection  with  such  action,  suit  or  proceeding.
               Officers and directors of subsidiaries  of the Corporation  shall
               be deemed to be  persons  acting as an  officer  or  director  of
               another   corporation   at  the   request  of  the   Corporation.
               Indemnification pursuant to this Section shall not be made in any
               case where the act or failure to act giving rise to the claim for
               indemnification  is  determined  by a court  to have  constituted
               willful  misconduct  or  recklessness.  Expenses  incurred  by an
               officer,  director,  employee or agent purportedly indemnified by
               this  Section in  defending a civil or criminal  action,  suit or
               proceeding may be paid by the Corporation 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 he is not entitled to
               be  indemnified  by  the  Corporation.  The  indemnification  and
               advancement of expenses provided by, or granted pursuant to, this
               Section 8.02 shall continue as to a person who has ceased to be a
               director, officer, employee or agent of the Corporation and shall
               inure to the benefit of the heirs,  executors and  administrators
               of such person.  This  Section  8.02 shall not be effective  with
               respect to any  action,  suit or  proceeding  commenced  prior to
               January 27, 1987.

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

Item 7.        Exemption from Registration Claimed.

               Not applicable.

                                       -3-
Item 8.        Exhibits.

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

     5      Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.

     10     1995 Stock Option Plan (incorporated by reference to Exhibit 10(i) 
            to the Corporation's Annual Report on Form 10-K for the year ended
            December 31, 1995)

     23.1   Consent of Grant Thornton LLP

     23.2   Consent of MacElree, Harvey, Gallagher, Featherman & Sebastian,  
            Ltd.(contained in Exhibit No. 5)

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

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;

                           (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;

                  (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

                                       -4-
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (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, State of  Pennsylvania,  on July 31,
1996.

                                                  FIRST WEST CHESTER CORPORATION

                                                  By: /s/ Charles E. Swope
                                                      --------------------
                                                     Charles E. Swope, President
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby makes,  constitutes and appoints Charles E. Swope,  Eric W.
Rohrbach and J. Duncan Smith,  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/  Charles E. Swope                               Chairman of the Board,             July 31, 1996
- ------------------------------------------------
Charles E. Swope                                     President and Chief Executive
                                                     Officer

 /s/ J. Duncan Smith                                 Treasurer (Principal               July 31, 1996
- ------------------------------------------------
J. Duncan Smith                                      Accounting and
                                                     Financial Officer)
/s/  Richard M. Armstrong                           Director                           July 19, 1996
- -----------------------------------------------
Richard M. Armstrong

 /s/  John J. Ciccarone                              Director                           July 19, 1996
- -----------------------------------------------
John J. Ciccarone

 /s/  M. Robert Clarke                               Director                           July 19, 1996
- -----------------------------------------------
M. Robert Clarke

 /s/  Edward J. Cotter                               Director                           July 19, 1996
- -----------------------------------------------
Edward J. Cotter

 /s/ Clifford E. DeBaptiste                          Director                           July 19, 1996
- ------------------------------------------------
Clifford E. DeBaptiste

 /s/  John A. Featherman, III                        Director                           July 29, 1996
- ------------------------------------------------
John A. Featherman, III

 /s/  John S. Halsted                                Director                           July 19, 1996
- ------------------------------------------------
John S. Halsted

 /s/ J. Carol Hanson                                 Director                           July 19, 1996
- ------------------------------------------------
J. Carol Hanson

 /s/ Devere Kauffman                                 Director                           July 19, 1996
- ------------------------------------------------
Devere Kauffman
/s/ David L. Peirce                                  Director                           July 19, 1996
- -------------------------------------------------
David L. Peirce

 /s/ John B. Waldron                                  Director                           July 19, 1996
- -------------------------------------------------
John B. Waldron
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, State of  Pennsylvania, on July 31,
1996.

                                                 FIRST WEST CHESTER CORPORATION

                                                 By:___________________________
                                                    Charles E. Swope, President 
                                                    and Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby makes,  constitutes and appoints Charles E. Swope,  Eric W.
Rohrbach  and J. Duncan  Smith 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
- ---------                                            -----                              ----
___________________________________                  Chairman of the Board,             July 31, 1996
Charles E. Swope                                     President and Chief
                                                     Executive Officer

___________________________________                  Treasurer (Principal               July 31, 1996
J. Duncan Smith                                      Accounting and Financial
                                                     Officer)
___________________________________                  Director                           July 19, 1996
Richard M. Armstrong

___________________________________                  Director                           July 19, 1996
John J. Ciccarone

___________________________________                  Director                           July 19, 1996
M. Robert Clarke

___________________________________                  Director                           July 19, 1996
Edward J. Cotter

___________________________________                  Director                           July 19, 1996
Clifford E. DeBaptiste

___________________________________                  Director                           July 29, 1996
John A. Featherman, III

___________________________________                  Director                           July 19, 1996
John S. Halsted

___________________________________                  Director                           July 19, 1996
J. Carol Hanson

___________________________________                  Director                           July 19, 1996
Devere Kauffman
___________________________________                  Director                           July 19, 1996
David L. Peirce

___________________________________                  Director                           July 19, 1996
John B. Waldron
EXHIBIT INDEX
                                  -------------

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

5          Opinion of  MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.

23.1       Consent of Grant Thornton LLP,

23.2       Consent of  MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
           (Contained in Exhibit No. 5)

24         Power of Attorney authorizing Charles E. Swope, Eric W. Rohrbach, and
           J. Duncan Smith to sign the Registration Statement (included in 
           signature page of the Registration Statement)
EXHIBIT 5

    [LETTERHEAD OF MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.]

July 31, 1996

First West Chester Corporation
9 North High Street
West Chester, PA  19380

Gentlemen:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") of First West Chester Corporation,  a Pennsylvania  corporation (the
"Company"), to be filed with the Securities and Exchange Commission covering the
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  of 187,500  shares of common  stock,  par value $1.00 per share,  of the
Company (the "Shares").

         We  have  examined  the  Registration  Statement,  the  Certificate  of
Incorporation  and  By-laws of the Company and such  records,  certificates  and
other documents as we have considered  necessary or appropriate for the purposes
of this Opinion.

         Based on the foregoing, it is our opinion that:

         1. the Company is duly organized, validly existing and in good standing
under the laws of the commonwealth of Pennsylvania; and

         2. the Shares to be issued in  accordance  with the terms  described in
the  Registration  Statement  have  been duly  authorized  and,  when  issued in
accordance  with the terms  described  in the  Registration  Statement,  will be
validly issued, fully paid and non-assessable.

         We hereby consent to use of our name in the  Registration  Statement as
counsel  who will pass upon the  legality  of the Shares for the  Company and as
having  prepared this Opinion as an exhibit to the  Registration  Statement.  In
giving  the  foregoing  consent,  we do not  thereby  admit  that  we are in the
category of persons whose consent is required  under Section 7 of the Securities
Act or the rules and  regulations  of the  Securities  and  Exchange  Commission
thereunder.

                   Very truly yours,

                    /s/MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
                    ------------------------------------------------------------
                    MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.
EXHIBIT 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We have  issued our report  dated  January 25,  1996  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
Subsidiaries  appearing  in  the  1995  Annual  Report  of  the  Company  to its
shareholders  included  in the  Annual  Report on Form  10-K for the year  ended
December  31,  1995 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

Grant  Thornton  LLP

/s/ Grant Thornton LLP
- ----------------------
Grant  Thornton  LLP

Philadelphia, Pennsylvania
July 30, 1996