As filed with the Securities and Exchange Commission on August 8, 2003
                            Registration No. ________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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


            Pennsylvania                                23-2288763
         ----------------------                     ---------------------
     (State 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 CHESTER COUNTY RETIREMENT SAVINGS PLAN
                            (Full title of the plan)



                                CHARLES E. SWOPE
                      President and Chief Executive Officer
                        First Chester County Corporation
                               9 North High Street
                        West Chester, Pennsylvania 19380
                                 (484) 881-4000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)


                                    Copy to:

                          PATRICIA A. GRITZAN, ESQUIRE
                                 Saul Ewing LLP
                         1500 Market Street, 38th Floor
                             3800 Centre Square West
                      Philadelphia, Pennsylvania 19102-2186
                                 (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           Aggregate          Amount of Registration Fee
    be Registered       Registered (1)   Offering Price     Offering Price
                                         Per Share (1)           (2)
----------------------- --------------- ----------------- ------------------ ---------------------------------------

Common Stock, Par         100,000          $20.45 (E)         $2,045,000               $165.44(E)
Value $1.00 Per Share
======================= =============== ================= ================== =======================================
<FN>

(1)  Pursuant  to Rule  416(a),  the  number of shares  being  registered  shall
     include an  indeterminate  number of  additional  shares of common stock or
     common stock which may become  issuable as a result of stock splits,  stock
     dividends,   or  similar  transactions  in  accordance  with  anti-dilution
     provisions of the First National Bank of Chester County Retirement  Savings
     Plan.

(2)  The  registration  fee with  respect to these  shares has been  computed in
     accordance  with paragraphs (c) and (h) of Rule 457, based upon the average
     of the bid and asked  price for  shares  of the  Common  Stock on August 4,
     2003.
</FN>
</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 paragraphs (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, 2002.

     (b) The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
         March 31,  2003,  and  Annual  Report  on Form 11-K for the year  ended
         December 31, 2001.

     (c) The Registrant's  current reports on From 8-K filed on January 2, 2003,
         January 29, 2003,  January 30, 2003, May 1, 2003, as amended,  and July
         25, 2003.

     (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 includeded 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>

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.

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, 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,  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.


                                   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 8,
2003.

                        FIRST CHESTER COUNTY CORPORATION


                        /s/ Charles E. Swope
                        ----------------------------------------
                        Charles E. Swope, President and CEO



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 City of West Chester, State of Pennsylvania,  on August
8, 2003.

                        THE FIRST NATIONAL BANK OF CHESTER COUNTY
                        RETIREMENT SAVINGS PLAN

                        /s/ William D. Wagenmann
                        ----------------------------------------
                        William D. Wagenmann
                        Executive Vice President

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby makes,  constitutes and appoints Charles E. Swope, Kevin C. Quinn, 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.

                                      -5-
<PAGE>


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                   President and CEO                   August 8, 2003
----------------------
Charles E. Swope


/s/ Kevin C. Quinn                      Chief Operating Officer             August 8, 2003
------------------
Kevin C. Quinn

/s/ J. Duncan Smith                     Treasurer (Principal                August 8, 2003
-------------------
J. Duncan Smith                         Accounting and Financial Officer)


/s/  John J. Ciccarone                  Director                            August 8, 2003
----------------------
John J. Ciccarone


/s/  M. Robert Clarke                   Director                            August 8, 2003
---------------------
M. Robert Clarke


/s/ Clifford E. DeBaptiste              Director                            August 8, 2003
--------------------------
Clifford E. DeBaptiste


/s/  John A. Featherman, III            Director                            August 8, 2003
----------------------------
John A. Featherman, III


/s/  John S. Halsted                    Director                            August 8, 2003
--------------------
John S. Halsted


/s/ David L. Peirce                     Director                            August 8, 2003
-------------------
David L. Peirce


/s/ John B. Waldron                     Director                            August 8, 2003
-------------------
John B. Waldron


/s/ J. Carol Hanson                     Director                            August 8, 2003
-------------------
J. Carol Hanson
</TABLE>

                                      -6-
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                Exhibit

5.1                        Opinion of MacElree Harvey, 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, Ltd.
                           (Contained in Exhibit No. 5.1)

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



























                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "fccs8401k2003.txt", "description": "MAIN DOCUMENT", "secsgml_size_bytes": 20214}]
{"company-data": {"conformed-name": "FIRST CHESTER COUNTY 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": "333-107763", "film-number": "03830709"}, "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"}, "former-company": {"former-conformed-name": "FIRST WEST CHESTER CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 8, 2003
                            Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

            Pennsylvania                                23-2288763
         ----------------------                     ---------------------
     (State 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 CHESTER COUNTY RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                CHARLES E. SWOPE
                      President and Chief Executive Officer
                        First Chester County Corporation
                               9 North High Street
                        West Chester, Pennsylvania 19380
                                 (484) 881-4000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                    Copy to:

                          PATRICIA A. GRITZAN, ESQUIRE
                                 Saul Ewing LLP
                         1500 Market Street, 38th Floor
                             3800 Centre Square West
                      Philadelphia, Pennsylvania 19102-2186
                                 (215) 972-7777

                         CALCULATION OF REGISTRATION FEE
======================= =============== ================= ================== =======================================
Proposed       Proposed Maximum
Title of Securities to   Amount to be       Maximum           Aggregate          Amount of Registration Fee
    be Registered       Registered (1)   Offering Price     Offering Price
                                         Per Share (1)           (2)
----------------------- --------------- ----------------- ------------------ ---------------------------------------

Common Stock, Par         100,000          $20.45 (E)         $2,045,000               $165.44(E)
Value $1.00 Per Share
======================= =============== ================= ================== =======================================
(1)  Pursuant  to Rule  416(a),  the  number of shares  being  registered  shall
     include an  indeterminate  number of  additional  shares of common stock or
     common stock which may become  issuable as a result of stock splits,  stock
     dividends,   or  similar  transactions  in  accordance  with  anti-dilution
     provisions of the First National Bank of Chester County Retirement  Savings
     Plan.

(2)  The  registration  fee with  respect to these  shares has been  computed in
     accordance  with paragraphs (c) and (h) of Rule 457, based upon the average
     of the bid and asked  price for  shares  of the  Common  Stock on August 4,
     2003.
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 paragraphs (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, 2002.

     (b) The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
         March 31,  2003,  and  Annual  Report  on Form 11-K for the year  ended
         December 31, 2001.

     (c) The Registrant's  current reports on From 8-K filed on January 2, 2003,
         January 29, 2003,  January 30, 2003, May 1, 2003, as amended,  and July
         25, 2003.

     (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 includeded 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-
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.

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, 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,  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.

                                   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 8,
2003.

                        FIRST CHESTER COUNTY CORPORATION

                        /s/ Charles E. Swope
                        ----------------------------------------
                        Charles E. Swope, President and CEO

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 City of West Chester, State of Pennsylvania,  on August
8, 2003.

                        THE FIRST NATIONAL BANK OF CHESTER COUNTY
                        RETIREMENT SAVINGS PLAN

                        /s/ William D. Wagenmann
                        ----------------------------------------
                        William D. Wagenmann
                        Executive Vice President

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby makes,  constitutes and appoints Charles E. Swope, Kevin C. Quinn, 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.

                                      -5-
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                   President and CEO                   August 8, 2003
----------------------
Charles E. Swope

/s/ Kevin C. Quinn                      Chief Operating Officer             August 8, 2003
------------------
Kevin C. Quinn

/s/ J. Duncan Smith                     Treasurer (Principal                August 8, 2003
-------------------
J. Duncan Smith                         Accounting and Financial Officer)

/s/  John J. Ciccarone                  Director                            August 8, 2003
----------------------
John J. Ciccarone

/s/  M. Robert Clarke                   Director                            August 8, 2003
---------------------
M. Robert Clarke

/s/ Clifford E. DeBaptiste              Director                            August 8, 2003
--------------------------
Clifford E. DeBaptiste

/s/  John A. Featherman, III            Director                            August 8, 2003
----------------------------
John A. Featherman, III

/s/  John S. Halsted                    Director                            August 8, 2003
--------------------
John S. Halsted

/s/ David L. Peirce                     Director                            August 8, 2003
-------------------
David L. Peirce

/s/ John B. Waldron                     Director                            August 8, 2003
-------------------
John B. Waldron

/s/ J. Carol Hanson                     Director                            August 8, 2003
-------------------
J. Carol Hanson
-6-
EXHIBIT INDEX

Exhibit No.                Exhibit

5.1                        Opinion of MacElree Harvey, 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, Ltd.
                           (Contained in Exhibit No. 5.1)

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

                                      -7-