As filed with the Securities and Exchange Commission on August 12, 1997
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------


                       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)

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


                                STOCK BONUS PLAN
                            (Full title of the plan)

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


                                CHARLES E. SWOPE
                             Chairman of the Board,
                      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>
<S>                      <C>               <C>                  <C>                       <C>    <C>    <C>
                                                                      Proposed
                                                 Proposed              Maximum
Title of Securities to     Amount to be      Maximum Offering         Aggregate
    be Registered           Registered       Price Per Share       Offering Price            Amount of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par             50,000              30.75(1)            $1,537,500                       $465.91   (1)
Value $1.00 Per Share
================================================================================================================================

         (1)  The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 
457, based upon the average bid and asked prices of shares of Common Stock on August 6, 1997.
</TABLE>


<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, 1996.

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarter
ended March 31, 1997, as amended;

         (c) The  Registrant's  Current  Reports on Form 8-K dated  February 24,
1997 and June 24, 1997.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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

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


                                       -2-
<PAGE>

Item 6.  Indemnification of Directors and Officers.

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


                                       -3-
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits  filed as part of the  Registration
Statement:

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

         10      Amended  and  Restated  Stock  Bonus  Plan, as amended  as of 
                 August 11, 1997.

         23.1    Consent of Grant Thornton LLP

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

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

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post- effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

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

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that,for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the Registrant's annual report pursuant to


                                       -4-
<PAGE>

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.

         (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 August 1,
1997.

                                        FIRST WEST CHESTER CORPORATION


                                    By: /s/ Charles E. Swope                   
                                        ----------------------------------------
                                        Charles E. Swope, Chairman of the Board,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature                                               Title                                        Date
<S>                                                   <C>                                     <C>    


 /s/  Charles E. Swope                                  Chairman of the Board,                   August 1, 1997
-----------------------------
Charles E. Swope                                        President and Chief Executive
                                                        Officer
 

 /s/ J. Duncan Smith                                    Treasurer (Principal                     August 1, 1997
-----------------------------
J. Duncan Smith                                         Accounting and
                                                        Financial Officer)

 /s/  Richard M. Armstrong                              Director                                 August 1, 1997
-----------------------------
Richard M. Armstrong
<PAGE>

 /s/  John J. Ciccarone                                 Director                                 August 1, 1997
-----------------------------
John J. Ciccarone



 /s/  M. Robert Clarke                                  Director                                 August 1, 1997
-----------------------------
M. Robert Clarke



 /s/  Edward J. Cotter                                  Director                                 August 1, 1997
-----------------------------
Edward J. Cotter



 /s/ Clifford E. DeBaptiste                             Director                                 August 1, 1997
-----------------------------
Clifford E. DeBaptiste



 /s/  John A. Featherman, III                           Director                                 August 1, 1997
-----------------------------
John A. Featherman, III



 /s/  John S. Halsted                                   Director                                 August 1, 1997
-----------------------------
John S. Halsted



 /s/ J. Carol Hanson                                    Director                                 August 1, 1997
-----------------------------
J. Carol Hanson



 /s/ Devere Kauffman                                    Director                                 August 1, 1997
-----------------------------
Devere Kauffman



 /s/ David L. Peirce                                    Director                                 August 1, 1997
-----------------------------
David L. Peirce


 /s/ John B. Waldron                                    Director                                 August 1, 1997
-----------------------------
John B. Waldron
</TABLE>

<PAGE>

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

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

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

10         Amended and Restated Stock Bonus Plan, as amended as of 
           August 11, 1997

23.1       Consent of Grant Thornton, LLP.

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

24         Power of Attorney

<PAGE>
                                                                       EXHIBIT 5


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


                                                                 August 12, 1997

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

Gentlemen:

         We refer to the  Registration  Statement on Form S-8 (Stock Bonus Plan)
(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 50,000 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 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,


                                             By:      /s/John A. Featherman, III
                                                      --------------------------
                                                      John A. Featherman, III
<PAGE>


                                                                      EXHIBIT 10

                         FIRST WEST CHESTER CORPORATION
                              AMENDED AND RESTATED
                                STOCK BONUS PLAN


Purpose

         The purpose of the First West Chester Corporation Stock Bonus Plan (the
"Plan") is to promote  the  interests  of First West  Chester  Corporation  (the
"Corporation")  by  encouraging  and enabling its employees and the employees of
its subsidiary, The First National Bank of West Chester (the "Bank"), to acquire
financial  interests in the Corporation through the acquisition of shares of the
Corporation's Common Stock.

         Under the Plan,  the  Corporation  may grant  bonuses to its  employees
consisting  of (i)  shares  of its  Common  Stock,  par  value  $1.00  per share
("Stock"), (ii) shares of Stock and cash, or (iii) all cash. A portion or all of
the cash  component,  if any, of each bonus may be deducted  from such bonus and
withheld by the  Corporation in order to satisfy any  withholding  obligation to
which the Corporation may be subject under any federal, state or local tax law.

Eligibility

         All persons who are  employees  of the  Corporation  or the Bank may be
eligible to receive  bonuses  under the Plan.  The award of any bonus under this
Plan is solely within the discretion of the Committee, as defined below.

Administration

         The  Plan  will  be  administered  by  a  committee  (the  "Committee")
appointed by the Board of Directors of the  Corporation  from among its members,
and  shall  by  comprised  of not less  than two  persons.  Each  member  of the
Committee will serve at the will of, and may be removed,  with or without cause,
by the Board of Directors.

         No  person,  other  than  members  of the  Committee,  shall  have  any
discretion as to decisions regarding the Plan or the bonuses granted pursuant to
the Plan.  The Committee  shall  determine the employees (the  "Recipients")  to
whom, and the time or times at which, bonuses will be granted. The Committee, in
its sole discretion,  shall determine  whether bonuses will be granted in Stock,
Stock and cash or all in cash,  or whether the  Recipient  may choose to receive
his or her bonus in Stock,  Stock and cash or all in cash.  The Committee  shall
also have sole  discretion  to  determine  the total value of each bonus and all
other terms,  conditions or restrictions  applicable to any bonus.  The Stock is
publicly  traded,  and the value of the shares of Stock  awarded to employees in
bonuses  will be  determined  on the  open  market.  The  terms,  conditions  or
restrictions  applicable to bonuses  granted under the Plan need not be the same
for all Recipients nor for all bonuses.

         The Committee  may,  subject to the  provisions of the Plan,  establish
such  rules and  regulations,  and  revise or  otherwise  modify  such rules and
regulations from time to time, as it deems necessary or advisable for the proper
administration of the Plan, including without limitation, establishing a formula
or formulas for  determining  the amount of bonus to be granted to any Recipient
or class of Recipient. The Committee may make determinations and take such other
action in  connection  with or in relation to the Plan as it deems  necessary or
advisable.  The  Committee  will have  full  power and  authority  to  construe,
interpret and administer the Plan and each determination or other action made or
taken by the  Committee  in regard to the Plan,  including,  but not limited to,
interpretation  of the Plan,  shall be final,  conclusive  and  binding  for all
purposes and upon all persons,  including,  but not limited to, the Corporation,
the Committee,  the Board of Directors and employees of the  Corporation and the
Bank and their respective  successors and assigns. The expenses of administering
the Plan will be borne by the Corporation.

Stock Subject to the Plan

         If any portion of the bonuses to be paid  hereunder will be paid in the
form  of  Stock,  such  shares  of  Stock  may be  shares  newly  issued  by the
Corporation  for such  purpose,  held in its  treasury or  purchased on the open
market.  Shares which are purchased on the open market will be purchased through
an  independent  agent  specified by the  Corporation's  Board of Directors (the
"Agent").  From time to time, but not more than once in any three-month  period,
the  Committee  will  determine  the  aggregate  value of  bonuses to be awarded
pursuant to the Plan in the form of Stock and will authorize the issuance of new
shares,  the  reissuance of shares held in treasury or the purchase by the Agent
on the open market of such number of shares of Stock having such value.
<PAGE>
         Whenever  shares are purchased on the open market,  the price per share
of Stock  awarded to any  Recipient  shall be the average of the price per share
paid by the Agent for all such shares.  Shares which are issued from shares held
in the Corporation's treasury or which are newly issued shares will be valued at
fair market value,  as defined  herein.  The fair market value shall be the mean
between  the  highest  bid price and lowest  asked price last quoted by the then
current market maker(s) in the Corporation's Stock (the "Market  Maker(s)"),  on
the date of the award.  If no such bid and asked  price is  available,  the fair
market  value shall be the most recent  highest bid price and lowest asked price
last quoted by the Market Maker.

Transferability of Bonus Shares

         Prior to issuing  Stock  bonuses,  the  Corporation  will  register the
shares  of Stock  subject  to such  bonuses  with the  Securities  and  Exchange
Commission.  If such Stock is duly  registered,  all shares of Stock received by
employees who are not "affiliates" of the  Corporation,  as that term is defined
in Rule 144 under the  Securities  Act of 1933,  as  amended,  pursuant to Stock
bonuses under the Plan (except for shares  received by executive  officers) will
be freely transferable. Shares of Stock received by employees who are affiliates
of the Corporation may be sold or transferred  only in compliance with Rule 144.
Notwithstanding  the  foregoing,  the  shares  of Stock  granted  to  Recipients
pursuant  to Stock  bonuses  under  the Plan may be  subject  to such  terms and
conditions as the Committee,  in its sole  discretion,  determines  appropriate,
including, without limitation,  restrictions on the sale or other disposition of
such shares of Stock, and rights of the Corporation to reacquire such Stock upon
termination  of the  Recipient's  employment  within  specified  periods.  Stock
certificates issued to Recipients of bonuses payable in shares of Stock may bear
a legend setting forth the applicable restrictions.

Shares Awarded to Executive Officers

         All  Stock  bonuses  granted  pursuant  to the  Plan  to the  executive
officers of the  Corporation  or the Bank,  if granted  prior to approval of the
Plan by the Corporation's stockholders, shall be contingent upon the approval of
the Plan by such  stockholders.  In order  for any  Stock  bonus  granted  to an
executive officer to be an exempt  acquisition of the  Corporation's  securities
for purposes of Section 16 of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"),  such officer will be required to hold the shares of Stock
he or she  receives in each such bonus  under the Plan for six months  after the
date the  shares  are  deemed  to be  acquired.  Stock  certificates  issued  to
executive  officers  representing  such Stock bonuses may bear a legend  setting
forth the foregoing restriction.

Amendment of Plan

         The Committee or the Board of Directors may terminate, suspend or amend
the Plan, as the Committee or the Board of Directors deems  appropriate in their
sole discretion.

General

         Unless  otherwise  determined  by the  Committee,  the  Plan  shall  be
unfunded  and shall not create or be  construed  to create a trust or a separate
fund or funds. The Plan shall not establish any fiduciary  relationship  between
the  Corporation  and any  Recipient or other  person.  No person shall have any
claim or right to be granted any bonus under the Plan.  Nothing contained in the
Plan shall give any employee the right to be retained in the  employment  of the
Corporation  or the Bank or affect the right of the  Corporation  to dismiss any
employee.  This Plan shall not constitute a contract between the Corporation and
any employee.  The Plan and all  determinations  made and actions taken pursuant
thereto shall be governed by the laws of the  Commonwealth of  Pennsylvania  and
construed in accordance therewith.
<PAGE>

                                                                    EXHIBIT 23.1



                         [LETTERHEAD OF GRANT THORNTON]




         We have  issued  our report  dated  January 24, 1997  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
subsidiaries  appearing  in the  Annual  Report on Form 10-K for the year  ended
December  31,  1996 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.


Date:    August 12, 1997                             Grant Thornton LLP
         ----------------
                                                     /s/ Grant Thornton LLP     
                                                     ---------------------------
                                                     Philadelphia, Pennsylvania
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31256}]
{"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": "333-33411", "film-number": "97657069"}, "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 August 12, 1997
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------

                       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)

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

                                STOCK BONUS PLAN
                            (Full title of the plan)

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

                                CHARLES E. SWOPE
                             Chairman of the Board,
                      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
Title of Securities to     Amount to be      Maximum Offering         Aggregate
    be Registered           Registered       Price Per Share       Offering Price            Amount of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par             50,000              30.75(1)            $1,537,500                       $465.91   (1)
Value $1.00 Per Share
================================================================================================================================

         (1)  The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 
457, based upon the average bid and asked prices of shares of Common Stock on August 6, 1997.
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, 1996.

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarter
ended March 31, 1997, as amended;

         (c) The  Registrant's  Current  Reports on Form 8-K dated  February 24,
1997 and June 24, 1997.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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

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

                                       -2-
Item 6.  Indemnification of Directors and Officers.

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

                                       -3-
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits  filed as part of the  Registration
Statement:

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

         10      Amended  and  Restated  Stock  Bonus  Plan, as amended  as of 
                 August 11, 1997.

         23.1    Consent of Grant Thornton LLP

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

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

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post- effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

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

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that,for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the Registrant's annual report pursuant to

                                       -4-
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.

         (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 August 1,
1997.

                                        FIRST WEST CHESTER CORPORATION

                                    By: /s/ Charles E. Swope                   
                                        ----------------------------------------
                                        Charles E. Swope, Chairman of the Board,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                               Title                                        Date
/s/  Charles E. Swope                                  Chairman of the Board,                   August 1, 1997
-----------------------------
Charles E. Swope                                        President and Chief Executive
                                                        Officer
 

 /s/ J. Duncan Smith                                    Treasurer (Principal                     August 1, 1997
-----------------------------
J. Duncan Smith                                         Accounting and
                                                        Financial Officer)

 /s/  Richard M. Armstrong                              Director                                 August 1, 1997
-----------------------------
Richard M. Armstrong
/s/  John J. Ciccarone                                 Director                                 August 1, 1997
-----------------------------
John J. Ciccarone

 /s/  M. Robert Clarke                                  Director                                 August 1, 1997
-----------------------------
M. Robert Clarke

 /s/  Edward J. Cotter                                  Director                                 August 1, 1997
-----------------------------
Edward J. Cotter

 /s/ Clifford E. DeBaptiste                             Director                                 August 1, 1997
-----------------------------
Clifford E. DeBaptiste

 /s/  John A. Featherman, III                           Director                                 August 1, 1997
-----------------------------
John A. Featherman, III

 /s/  John S. Halsted                                   Director                                 August 1, 1997
-----------------------------
John S. Halsted

 /s/ J. Carol Hanson                                    Director                                 August 1, 1997
-----------------------------
J. Carol Hanson

 /s/ Devere Kauffman                                    Director                                 August 1, 1997
-----------------------------
Devere Kauffman

 /s/ David L. Peirce                                    Director                                 August 1, 1997
-----------------------------
David L. Peirce

 /s/ John B. Waldron                                    Director                                 August 1, 1997
-----------------------------
John B. Waldron
EXHIBIT INDEX
                                  -------------

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

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

10         Amended and Restated Stock Bonus Plan, as amended as of 
           August 11, 1997

23.1       Consent of Grant Thornton, LLP.

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

24         Power of Attorney
EXHIBIT 5

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

                                                                 August 12, 1997

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

Gentlemen:

         We refer to the  Registration  Statement on Form S-8 (Stock Bonus Plan)
(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 50,000 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 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,

                                             By:      /s/John A. Featherman, III
                                                      --------------------------
                                                      John A. Featherman, III
EXHIBIT 10

                         FIRST WEST CHESTER CORPORATION
                              AMENDED AND RESTATED
                                STOCK BONUS PLAN

Purpose

         The purpose of the First West Chester Corporation Stock Bonus Plan (the
"Plan") is to promote  the  interests  of First West  Chester  Corporation  (the
"Corporation")  by  encouraging  and enabling its employees and the employees of
its subsidiary, The First National Bank of West Chester (the "Bank"), to acquire
financial  interests in the Corporation through the acquisition of shares of the
Corporation's Common Stock.

         Under the Plan,  the  Corporation  may grant  bonuses to its  employees
consisting  of (i)  shares  of its  Common  Stock,  par  value  $1.00  per share
("Stock"), (ii) shares of Stock and cash, or (iii) all cash. A portion or all of
the cash  component,  if any, of each bonus may be deducted  from such bonus and
withheld by the  Corporation in order to satisfy any  withholding  obligation to
which the Corporation may be subject under any federal, state or local tax law.

Eligibility

         All persons who are  employees  of the  Corporation  or the Bank may be
eligible to receive  bonuses  under the Plan.  The award of any bonus under this
Plan is solely within the discretion of the Committee, as defined below.

Administration

         The  Plan  will  be  administered  by  a  committee  (the  "Committee")
appointed by the Board of Directors of the  Corporation  from among its members,
and  shall  by  comprised  of not less  than two  persons.  Each  member  of the
Committee will serve at the will of, and may be removed,  with or without cause,
by the Board of Directors.

         No  person,  other  than  members  of the  Committee,  shall  have  any
discretion as to decisions regarding the Plan or the bonuses granted pursuant to
the Plan.  The Committee  shall  determine the employees (the  "Recipients")  to
whom, and the time or times at which, bonuses will be granted. The Committee, in
its sole discretion,  shall determine  whether bonuses will be granted in Stock,
Stock and cash or all in cash,  or whether the  Recipient  may choose to receive
his or her bonus in Stock,  Stock and cash or all in cash.  The Committee  shall
also have sole  discretion  to  determine  the total value of each bonus and all
other terms,  conditions or restrictions  applicable to any bonus.  The Stock is
publicly  traded,  and the value of the shares of Stock  awarded to employees in
bonuses  will be  determined  on the  open  market.  The  terms,  conditions  or
restrictions  applicable to bonuses  granted under the Plan need not be the same
for all Recipients nor for all bonuses.

         The Committee  may,  subject to the  provisions of the Plan,  establish
such  rules and  regulations,  and  revise or  otherwise  modify  such rules and
regulations from time to time, as it deems necessary or advisable for the proper
administration of the Plan, including without limitation, establishing a formula
or formulas for  determining  the amount of bonus to be granted to any Recipient
or class of Recipient. The Committee may make determinations and take such other
action in  connection  with or in relation to the Plan as it deems  necessary or
advisable.  The  Committee  will have  full  power and  authority  to  construe,
interpret and administer the Plan and each determination or other action made or
taken by the  Committee  in regard to the Plan,  including,  but not limited to,
interpretation  of the Plan,  shall be final,  conclusive  and  binding  for all
purposes and upon all persons,  including,  but not limited to, the Corporation,
the Committee,  the Board of Directors and employees of the  Corporation and the
Bank and their respective  successors and assigns. The expenses of administering
the Plan will be borne by the Corporation.

Stock Subject to the Plan

         If any portion of the bonuses to be paid  hereunder will be paid in the
form  of  Stock,  such  shares  of  Stock  may be  shares  newly  issued  by the
Corporation  for such  purpose,  held in its  treasury or  purchased on the open
market.  Shares which are purchased on the open market will be purchased through
an  independent  agent  specified by the  Corporation's  Board of Directors (the
"Agent").  From time to time, but not more than once in any three-month  period,
the  Committee  will  determine  the  aggregate  value of  bonuses to be awarded
pursuant to the Plan in the form of Stock and will authorize the issuance of new
shares,  the  reissuance of shares held in treasury or the purchase by the Agent
on the open market of such number of shares of Stock having such value.
Whenever  shares are purchased on the open market,  the price per share
of Stock  awarded to any  Recipient  shall be the average of the price per share
paid by the Agent for all such shares.  Shares which are issued from shares held
in the Corporation's treasury or which are newly issued shares will be valued at
fair market value,  as defined  herein.  The fair market value shall be the mean
between  the  highest  bid price and lowest  asked price last quoted by the then
current market maker(s) in the Corporation's Stock (the "Market  Maker(s)"),  on
the date of the award.  If no such bid and asked  price is  available,  the fair
market  value shall be the most recent  highest bid price and lowest asked price
last quoted by the Market Maker.

Transferability of Bonus Shares

         Prior to issuing  Stock  bonuses,  the  Corporation  will  register the
shares  of Stock  subject  to such  bonuses  with the  Securities  and  Exchange
Commission.  If such Stock is duly  registered,  all shares of Stock received by
employees who are not "affiliates" of the  Corporation,  as that term is defined
in Rule 144 under the  Securities  Act of 1933,  as  amended,  pursuant to Stock
bonuses under the Plan (except for shares  received by executive  officers) will
be freely transferable. Shares of Stock received by employees who are affiliates
of the Corporation may be sold or transferred  only in compliance with Rule 144.
Notwithstanding  the  foregoing,  the  shares  of Stock  granted  to  Recipients
pursuant  to Stock  bonuses  under  the Plan may be  subject  to such  terms and
conditions as the Committee,  in its sole  discretion,  determines  appropriate,
including, without limitation,  restrictions on the sale or other disposition of
such shares of Stock, and rights of the Corporation to reacquire such Stock upon
termination  of the  Recipient's  employment  within  specified  periods.  Stock
certificates issued to Recipients of bonuses payable in shares of Stock may bear
a legend setting forth the applicable restrictions.

Shares Awarded to Executive Officers

         All  Stock  bonuses  granted  pursuant  to the  Plan  to the  executive
officers of the  Corporation  or the Bank,  if granted  prior to approval of the
Plan by the Corporation's stockholders, shall be contingent upon the approval of
the Plan by such  stockholders.  In order  for any  Stock  bonus  granted  to an
executive officer to be an exempt  acquisition of the  Corporation's  securities
for purposes of Section 16 of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"),  such officer will be required to hold the shares of Stock
he or she  receives in each such bonus  under the Plan for six months  after the
date the  shares  are  deemed  to be  acquired.  Stock  certificates  issued  to
executive  officers  representing  such Stock bonuses may bear a legend  setting
forth the foregoing restriction.

Amendment of Plan

         The Committee or the Board of Directors may terminate, suspend or amend
the Plan, as the Committee or the Board of Directors deems  appropriate in their
sole discretion.

General

         Unless  otherwise  determined  by the  Committee,  the  Plan  shall  be
unfunded  and shall not create or be  construed  to create a trust or a separate
fund or funds. The Plan shall not establish any fiduciary  relationship  between
the  Corporation  and any  Recipient or other  person.  No person shall have any
claim or right to be granted any bonus under the Plan.  Nothing contained in the
Plan shall give any employee the right to be retained in the  employment  of the
Corporation  or the Bank or affect the right of the  Corporation  to dismiss any
employee.  This Plan shall not constitute a contract between the Corporation and
any employee.  The Plan and all  determinations  made and actions taken pursuant
thereto shall be governed by the laws of the  Commonwealth of  Pennsylvania  and
construed in accordance therewith.
EXHIBIT 23.1

                         [LETTERHEAD OF GRANT THORNTON]

         We have  issued  our report  dated  January 24, 1997  accompanying  the
consolidated   financial  statements  of  First  West  Chester  Corporation  and
subsidiaries  appearing  in the  Annual  Report on Form 10-K for the year  ended
December  31,  1996 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

Date:    August 12, 1997                             Grant Thornton LLP
         ----------------
                                                     /s/ Grant Thornton LLP     
                                                     ---------------------------
                                                     Philadelphia, Pennsylvania