<PAGE>
    As filed with the Securities and Exchange Commission on November 7, 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)
                               ------------------


         THE FIRST NATIONAL BANK OF WEST CHESTER RETIREMENT SAVINGS 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>
<S>                    <C>            <C>                    <C>                <C>   
                                                                  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
Value $1.00 Per Share       25,000            $30.25                $756,250                   $229.17
======================  ===============  ===================  ==================      ==============================
<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 November 1, 1996.
</FN>
</TABLE>

                                       -1-

<PAGE>



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

Item 1.        Plan Information.1

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  Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 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
--------
1        The information  called for by Part I of Form S-8 is currently included
         in separate  documents  which are  delivered  to each  employee  who is
         eligible 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>



(the "BCL"),  as amended from time to time, and the Registrant may, by action of
its Board of Directors, 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:

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

         5.2      Copy of the Internal Revenue Service determination letter that
                  the Plan is qualified under section 401 of the Internal 
                  Revenue Code

         23.1     Consent of Grant Thornton LLP

         23.2     Consent of MacElree, Harvey, Gallagher, Featherman & 
                  Sebastian, Ltd. (contained in Exhibit No. 5.1)

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

                                       -4-

<PAGE>



         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liability (other than payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       -5-

<PAGE>



                                   SIGNATURES
                                   ----------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized,   in  the  City  of  West  Chester,   State  of   Pennsylvania,   on
November 1, 1996.

                                                FIRST WEST CHESTER CORPORATION


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


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Borough of West Chester, State of
Pennsylvania, on November 1, 1996.

                                                THE FIRST NATIONAL BANK OF WEST
                                                CHESTER RETIREMENT SAVINGS PLAN


                                                By: /s/ Ruth Ann Scott
                                                -------------------------------
                                                Ruth Ann Scott
                                                Vice President Human Resources


                                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,             November 1, 1996
----------------------------
Charles E. Swope                                     President and Chief Executive
                                                     Officer



 /s/ J. Duncan Smith                                 Treasurer (Principal               November 1, 1996
----------------------------
J. Duncan Smith                                      Accounting and
                                                     Financial Officer)
<PAGE>


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


 /s/  Richard M. Armstrong                           Director                           November 1, 1996
-----------------------------
Richard M. Armstrong



 /s/  John J. Ciccarone                              Director                           November 1, 1996
-----------------------------
John J. Ciccarone



 /s/  M. Robert Clarke                               Director                           November 1, 1996
-----------------------------
M. Robert Clarke



 /s/  Edward J. Cotter                               Director                           November 1, 1996
-----------------------------
Edward J. Cotter



 /s/ Clifford E. DeBaptiste                          Director                           November 1, 1996
-----------------------------
Clifford E. DeBaptiste



 /s/  John A. Featherman, III                        Director                           November 1, 1996
------------------------------
John A. Featherman, III



 /s/  John S. Halsted                                Director                           November 1, 1996
------------------------------
John S. Halsted



 /s/ J. Carol Hanson                                 Director                           November 1, 1996
------------------------------
J. Carol Hanson



 /s/ Devere Kauffman                                 Director                           November 1, 1996
------------------------------
Devere Kauffman



<PAGE>

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


 /s/ David L. Peirce                                 Director                           November 1, 1996
------------------------------
David L. Peirce



 /s/ John B. Waldron                                 Director                           November 1, 1996
------------------------------
John B. Waldron

</TABLE>




<PAGE>



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

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

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

5.2                        Copy of the Internal Revenue Service determination 
                           letter that the Plan is qualified under section 401 
                           of the Internal Revenue Code

23.1                       Consent of Grant Thornton LLP,

23.2                       Consent of MacElree, Harvey, Gallagher, Featherman & 
                           Sebastian, Ltd.(Contained in Exhibit No. 5.1)

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 5.1



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



                                                               November 7, 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 25,000 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 the 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 5.2

                   [LETTERHEAD OF DEPARTMENT OF THE TREASURY]

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA

BALTIMORE, MD 21201-0000                      Employer Identification Number:
Date: February. 01, 1995                         23-1209886
                                              File Folder Number:
                                                 521046585
FIRST NATIONAL BANK OF WEST CHESTER           Person to Contact:
9 NORTH HIGH STREET, P.O. BOX 523                JAMES R. KEMPER
WEST CHESTER, PA 19381                        Contact Telephone Number:
                                                 (302) 761-1718
                                              Plan Name:
                                                 THE FIRST NATIONAL BANK OF WEST
                                                 CHESTER 401(K)
                                              Plan Number: 002



Dear Applicant:

         We have made a favorable  determination on your plan, identified above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

         Continued  qualification of the plan under its present form will depend
on its  effect in  operation.  (See  section  1.401-1(b)  (3) of the  Income Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed  document  explains  the  significance  of this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

         This letter  relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.

         This plan has been mandatorily disaggregated,  permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.



<PAGE>


         This plan  satisfies the  nondiscrimination  in amount  requirement  of
section  1.401(a)  (4)  -l  (b)  (2)  of  the  regulations  on  the  basis  of a
design-based safe harbor described in the regulations.

         This  letter  is issued  under  Rev.  Proc.  93-39  and  considers  the
amendments  required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.

         This  letter may not be relied  upon with  respect to whether  the plan
satisfies  the  qualification  requirements  as  amended  by the  Uruguay  Round
Agreements Act, Pub. L. 103-465.

         The  information  on the enclosed  addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

         We have sent a copy of this letter to your  representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.



                                                               Sincerely yours,


                                                               District Director



Enclosure(s)
Publication 794
Addendum


         This  determination  also includes the  amendments  dated  December 10,
1991, February 26, 1993 and December 17, 1993.












  







<PAGE>


                                                                   EXHIBIT 23.1



                         [LETTERHEAD OF GRANT THORNTON]

              CONCENT 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 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 on Form S-8.
We consent to the  incorporation by reference in the Registration  Statement and
Prospectus of the aforementioned report.


Date:  November 7, 1996                              Grant Thornton LLP
       -------------------------
                                                     /s/ Grant Thornton LLP
                                                     ----------------------
                                                     Philadelphia, Pennsylvania
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28358}]
{"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": "333-15733", "film-number": "96655848"}, "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 November 7, 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)
                               ------------------

         THE FIRST NATIONAL BANK OF WEST CHESTER RETIREMENT SAVINGS 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
Value $1.00 Per Share       25,000            $30.25                $756,250                   $229.17
======================  ===============  ===================  ==================      ==============================
(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 November 1, 1996.
-1-
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information.1

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  Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 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
--------
1        The information  called for by Part I of Form S-8 is currently included
         in separate  documents  which are  delivered  to each  employee  who is
         eligible 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-
(the "BCL"),  as amended from time to time, and the Registrant may, by action of
its Board of Directors, 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:

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

         5.2      Copy of the Internal Revenue Service determination letter that
                  the Plan is qualified under section 401 of the Internal 
                  Revenue Code

         23.1     Consent of Grant Thornton LLP

         23.2     Consent of MacElree, Harvey, Gallagher, Featherman & 
                  Sebastian, Ltd. (contained in Exhibit No. 5.1)

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

                                       -4-
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liability (other than payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       -5-
SIGNATURES
                                   ----------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized,   in  the  City  of  West  Chester,   State  of   Pennsylvania,   on
November 1, 1996.

                                                FIRST WEST CHESTER CORPORATION

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Borough of West Chester, State of
Pennsylvania, on November 1, 1996.

                                                THE FIRST NATIONAL BANK OF WEST
                                                CHESTER RETIREMENT SAVINGS PLAN

                                                By: /s/ Ruth Ann Scott
                                                -------------------------------
                                                Ruth Ann Scott
                                                Vice President Human Resources

                                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,             November 1, 1996
----------------------------
Charles E. Swope                                     President and Chief Executive
                                                     Officer

 /s/ J. Duncan Smith                                 Treasurer (Principal               November 1, 1996
----------------------------
J. Duncan Smith                                      Accounting and
                                                     Financial Officer)
Signature                                            Title                              Date
---------                                            -----                              ----

 /s/  Richard M. Armstrong                           Director                           November 1, 1996
-----------------------------
Richard M. Armstrong

 /s/  John J. Ciccarone                              Director                           November 1, 1996
-----------------------------
John J. Ciccarone

 /s/  M. Robert Clarke                               Director                           November 1, 1996
-----------------------------
M. Robert Clarke

 /s/  Edward J. Cotter                               Director                           November 1, 1996
-----------------------------
Edward J. Cotter

 /s/ Clifford E. DeBaptiste                          Director                           November 1, 1996
-----------------------------
Clifford E. DeBaptiste

 /s/  John A. Featherman, III                        Director                           November 1, 1996
------------------------------
John A. Featherman, III

 /s/  John S. Halsted                                Director                           November 1, 1996
------------------------------
John S. Halsted

 /s/ J. Carol Hanson                                 Director                           November 1, 1996
------------------------------
J. Carol Hanson

 /s/ Devere Kauffman                                 Director                           November 1, 1996
------------------------------
Devere Kauffman
Signature                                            Title                              Date
---------                                            -----                              ----

 /s/ David L. Peirce                                 Director                           November 1, 1996
------------------------------
David L. Peirce

 /s/ John B. Waldron                                 Director                           November 1, 1996
------------------------------
John B. Waldron
EXHIBIT INDEX
                                  -------------

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

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

5.2                        Copy of the Internal Revenue Service determination 
                           letter that the Plan is qualified under section 401 
                           of the Internal Revenue Code

23.1                       Consent of Grant Thornton LLP,

23.2                       Consent of MacElree, Harvey, Gallagher, Featherman & 
                           Sebastian, Ltd.(Contained in Exhibit No. 5.1)

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 5.1

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

                                                               November 7, 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 25,000 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 the 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 5.2

                   [LETTERHEAD OF DEPARTMENT OF THE TREASURY]

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA

BALTIMORE, MD 21201-0000                      Employer Identification Number:
Date: February. 01, 1995                         23-1209886
                                              File Folder Number:
                                                 521046585
FIRST NATIONAL BANK OF WEST CHESTER           Person to Contact:
9 NORTH HIGH STREET, P.O. BOX 523                JAMES R. KEMPER
WEST CHESTER, PA 19381                        Contact Telephone Number:
                                                 (302) 761-1718
                                              Plan Name:
                                                 THE FIRST NATIONAL BANK OF WEST
                                                 CHESTER 401(K)
                                              Plan Number: 002

Dear Applicant:

         We have made a favorable  determination on your plan, identified above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

         Continued  qualification of the plan under its present form will depend
on its  effect in  operation.  (See  section  1.401-1(b)  (3) of the  Income Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed  document  explains  the  significance  of this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

         This letter  relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.

         This plan has been mandatorily disaggregated,  permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan  satisfies the  nondiscrimination  in amount  requirement  of
section  1.401(a)  (4)  -l  (b)  (2)  of  the  regulations  on  the  basis  of a
design-based safe harbor described in the regulations.

         This  letter  is issued  under  Rev.  Proc.  93-39  and  considers  the
amendments  required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.

         This  letter may not be relied  upon with  respect to whether  the plan
satisfies  the  qualification  requirements  as  amended  by the  Uruguay  Round
Agreements Act, Pub. L. 103-465.

         The  information  on the enclosed  addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

         We have sent a copy of this letter to your  representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                                               Sincerely yours,

                                                               District Director

Enclosure(s)
Publication 794
Addendum

         This  determination  also includes the  amendments  dated  December 10,
1991, February 26, 1993 and December 17, 1993.
EXHIBIT 23.1

                         [LETTERHEAD OF GRANT THORNTON]

              CONCENT 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 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 on Form S-8.
We consent to the  incorporation by reference in the Registration  Statement and
Prospectus of the aforementioned report.

Date:  November 7, 1996                              Grant Thornton LLP
       -------------------------
                                                     /s/ Grant Thornton LLP
                                                     ----------------------
                                                     Philadelphia, Pennsylvania