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:

                          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       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate
    be Registered       Registered (1)    Per Share (2)     Offering Price       Amount of Registration Fee (2)
======================= =============== ================== ================= =======================================
<S>                        <C>             <C>               <C>                <C>   
Common Stock, Par           307,500         20 (2)            $6,150,000         $1,709.70
Value $1.00 Per Share
======================= =============== ================== ================= =======================================
</TABLE>

(1) The Registrant  previously  registered 500,000 shares (as adjusted for stock
dividends  in April 1997 and  November  1998) on Form S-8,  filed July 31, 1996,
Registration No. 33-09241.

(2) 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 December 15, 1998.
                                                          -----------------  
<PAGE>

                                    Form S-8

         This  Registration  Statement  on Form  S-8 is filed  to  register  the
offering of additional  shares of the Registrant's  Common Stock pursuant to the
Registrant's  1995 Stock Option Plan (the "Plan").  A Registration  Statement on
Form S-8 is  currently  effective  with  regard to the Plan.  See,  Registration
Statement on Form S-8, filed July 31, 1996, Registration  No.33-09241 (the "1996
Registration  Statement").  The contents of Parts II, Items 3 -- 7 and Item 9 of
the 1996 Registration Statement are incorporated herein by reference.



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, Ltd.

         10       1995 Stock Option Plan  (incorporated by reference to Appendix
                  B to  the  Registrant's  Proxy  Statement for the 1998 Annual 
                  Meeting filed on February 24, 1998).

         23.1     Consent of Grant Thornton LLP

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

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


<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 City of West Chester, State of Pennsylvania,  on December 18,
1998.

                                               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, J. Duncan
Smith, and T. Benjamin Marsho,  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,             December 18, 1998
-------------------------------                                                               --
Charles E. Swope                                  President and Chief Executive
                                                  Officer



 /s/ J. Duncan Smith                              Treasurer (Principal                December 18, 1998
-------------------------------                                                                --
J. Duncan Smith                                   Accounting and
                                                  Financial Officer)

<PAGE>


 /s/  John J. Ciccarone                           Director                            December 18, 1998
-------------------------------                                                                --
John J. Ciccarone



 /s/  M. Robert Clarke                            Director                            December 18, 1998
-------------------------------                                                                --
M. Robert Clarke



 /s/  Edward J. Cotter                            Director                            December 18, 1998
-------------------------------                                                                --
Edward J. Cotter



 /s/  Clifford E. DeBaptiste                      Director                            December 18, 1998
-------------------------------                                                                --
Clifford E. DeBaptiste



 /s/  John A. Featherman, III                     Director                            December 18, 1998
-------------------------------                                                                --
John A. Featherman, III



 /s/  John S. Halsted                             Director                            December 18, 1998
-------------------------------                                                                --
John S. Halsted



 /s/  J. Carol Hanson                             Director                            December 18, 1998
-------------------------------                                                                --
J. Carol Hanson



 /s/ Devere Kauffman                              Director                            December 18, 1998
-------------------------------                                                                --
Devere Kauffman



 /s/ David L. Peirce                              Director                            December 18, 1998
-------------------------------                                                                --
David L. Peirce



 /s/ John B. Waldron                              Director                            December 18, 1998
-------------------------------                                                                --
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 City of West Chester, State of Pennsylvania,  on December 18,
1998.

                                                 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, J. Duncan
Smith, and T. Benjamin Marsho,  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,             December 18, 1998
Charles E. Swope                    President and Chief                         --
                                    Executive Officer


___________________________________ Treasurer (Principal               December 18, 1998
J. Duncan Smith                     Accounting and Financial                    --
                                    Officer)
<PAGE>



___________________________________ Director                           December 18, 1998
John J. Ciccarone                                                               --



___________________________________ Director                           December 18, 1998
M. Robert Clarke                                                                --



___________________________________ Director                           December 18, 1998
Edward J. Cotter                                                                --



___________________________________ Director                           December 18, 1998
Clifford E. DeBaptiste                                                          --


___________________________________ Director                           December 18, 1998
John A. Featherman, III                                                         --



___________________________________ Director                           December 18, 1998
John S. Halsted                                                                 --



___________________________________ Director                           December 18, 1998
J. Carol Hanson                                                                 --



___________________________________ Director                           December 18, 1998
Devere Kauffman                                                                 --



___________________________________ Director                           December 18, 1998
David L. Peirce                                                                 --



___________________________________ Director                           December 18, 1998
John B. Waldron                                                                 --
</TABLE>


<PAGE>



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

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

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

23.1                       Consent of Grant Thornton LLP,

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

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



<PAGE>

                                                                       EXHIBIT 5



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

                                                               December 21, 1998

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 307,500  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, Ltd.
                               -------------------------------------------------
                               MACELREE, HARVEY,
                               GALLAGHER & FEATHERMAN, LTD.


<PAGE>


                                                                    EXHIBIT 23.1



                         [LETTERHEAD OF GRANT THORNTON]


         We have  issued our report  dated  January 28,  1998  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
subsidiaries  appearing on Form 10-K for the year ended December 31, 1997, which
are 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
                                                     --------------------------
                                                     Philadelphia, Pennsylvania

                                                     December 18, 1998
[{"type": "S-8", "sequence": "1", "description": "FIRST WEST CHESTER CORPORATION FORM S8", "secsgml_size_bytes": 18770}]
{"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": "333-69315", "film-number": "98772580"}, "business-address": {"street1": "9 N HIGH ST", "street2": "PO BOX 523", "city": "WEST CHESTER", "state": "PA", "zip": "19381", "phone": "6103442686"}, "mail-address": {"street1": "9 NORTH HIGH ST", "street2": "PO BOX 523", "city": "WEST CHESTER", "state": "PA", "zip": "19381"}}
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:

                          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       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate
    be Registered       Registered (1)    Per Share (2)     Offering Price       Amount of Registration Fee (2)
======================= =============== ================== ================= =======================================
Common Stock, Par           307,500         20 (2)            $6,150,000         $1,709.70
Value $1.00 Per Share
======================= =============== ================== ================= =======================================
(1) The Registrant  previously  registered 500,000 shares (as adjusted for stock
dividends  in April 1997 and  November  1998) on Form S-8,  filed July 31, 1996,
Registration No. 33-09241.

(2) 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 December 15, 1998.
                                                          -----------------
Form S-8

         This  Registration  Statement  on Form  S-8 is filed  to  register  the
offering of additional  shares of the Registrant's  Common Stock pursuant to the
Registrant's  1995 Stock Option Plan (the "Plan").  A Registration  Statement on
Form S-8 is  currently  effective  with  regard to the Plan.  See,  Registration
Statement on Form S-8, filed July 31, 1996, Registration  No.33-09241 (the "1996
Registration  Statement").  The contents of Parts II, Items 3 -- 7 and Item 9 of
the 1996 Registration Statement are incorporated herein by reference.

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, Ltd.

         10       1995 Stock Option Plan  (incorporated by reference to Appendix
                  B to  the  Registrant's  Proxy  Statement for the 1998 Annual 
                  Meeting filed on February 24, 1998).

         23.1     Consent of Grant Thornton LLP

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

         24       Power of Attorney  (included  on signature  page of the  
                  Registration Statement)
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 City of West Chester, State of Pennsylvania,  on December 18,
1998.

                                               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, J. Duncan
Smith, and T. Benjamin Marsho,  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,             December 18, 1998
-------------------------------                                                               --
Charles E. Swope                                  President and Chief Executive
                                                  Officer

 /s/ J. Duncan Smith                              Treasurer (Principal                December 18, 1998
-------------------------------                                                                --
J. Duncan Smith                                   Accounting and
                                                  Financial Officer)
/s/  John J. Ciccarone                           Director                            December 18, 1998
-------------------------------                                                                --
John J. Ciccarone

 /s/  M. Robert Clarke                            Director                            December 18, 1998
-------------------------------                                                                --
M. Robert Clarke

 /s/  Edward J. Cotter                            Director                            December 18, 1998
-------------------------------                                                                --
Edward J. Cotter

 /s/  Clifford E. DeBaptiste                      Director                            December 18, 1998
-------------------------------                                                                --
Clifford E. DeBaptiste

 /s/  John A. Featherman, III                     Director                            December 18, 1998
-------------------------------                                                                --
John A. Featherman, III

 /s/  John S. Halsted                             Director                            December 18, 1998
-------------------------------                                                                --
John S. Halsted

 /s/  J. Carol Hanson                             Director                            December 18, 1998
-------------------------------                                                                --
J. Carol Hanson

 /s/ Devere Kauffman                              Director                            December 18, 1998
-------------------------------                                                                --
Devere Kauffman

 /s/ David L. Peirce                              Director                            December 18, 1998
-------------------------------                                                                --
David L. Peirce

 /s/ John B. Waldron                              Director                            December 18, 1998
-------------------------------                                                                --
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 City of West Chester, State of Pennsylvania,  on December 18,
1998.

                                                 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, J. Duncan
Smith, and T. Benjamin Marsho,  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,             December 18, 1998
Charles E. Swope                    President and Chief                         --
                                    Executive Officer

___________________________________ Treasurer (Principal               December 18, 1998
J. Duncan Smith                     Accounting and Financial                    --
                                    Officer)
___________________________________ Director                           December 18, 1998
John J. Ciccarone                                                               --

___________________________________ Director                           December 18, 1998
M. Robert Clarke                                                                --

___________________________________ Director                           December 18, 1998
Edward J. Cotter                                                                --

___________________________________ Director                           December 18, 1998
Clifford E. DeBaptiste                                                          --

___________________________________ Director                           December 18, 1998
John A. Featherman, III                                                         --

___________________________________ Director                           December 18, 1998
John S. Halsted                                                                 --

___________________________________ Director                           December 18, 1998
J. Carol Hanson                                                                 --

___________________________________ Director                           December 18, 1998
Devere Kauffman                                                                 --

___________________________________ Director                           December 18, 1998
David L. Peirce                                                                 --

___________________________________ Director                           December 18, 1998
John B. Waldron                                                                 --
EXHIBIT INDEX
                                  -------------

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

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

23.1                       Consent of Grant Thornton LLP,

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

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

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

                                                               December 21, 1998

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 307,500  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, Ltd.
                               -------------------------------------------------
                               MACELREE, HARVEY,
                               GALLAGHER & FEATHERMAN, LTD.
EXHIBIT 23.1

                         [LETTERHEAD OF GRANT THORNTON]

         We have  issued our report  dated  January 28,  1998  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
subsidiaries  appearing on Form 10-K for the year ended December 31, 1997, which
are 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
                                                     --------------------------
                                                     Philadelphia, Pennsylvania

                                                     December 18, 1998