As filed with the Securities and Exchange Commission on January 
26,1996
                                    Registration No.  
                          FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

             Chester County Security Fund, Inc.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
            
Pennsylvania                          23-1726390
_______________________________________________________________
(State or other jurisdiction of    (I. R. S. Employer 
 incorporation or organiza ion) Identification No.)

4781 North Congress Avenue, Lantana, Florida 33462
______________________________________________________________
(Address of Principal Executive Office)  (Zip Code)

Chester County Security Fund, Inc. 1996 Stock Plan
_______________________________________________________________
(Full title of the plan)

Robert C. Hackney, Esquire 
4521 PGA Blvd., Suite 264 Palm Beach Gardens, FL 33418
_______________________________________________________________
(Name and address of agent for service)

(407) 837-2913
_______________________________________________________________
Telephone number, including area code, of agent for service) 

Calculation of Registration Fee
______________________________________________________________
                                     Proposed
                         Proposed    maximum
Title of    Amount to be  maximum     aggregate       Amount of
securities   registered   offering   offering      registration
to be                    price per    price           fee
registered                 share

Common Stock  1 million     $5.50    $5,500,000        $ 1,897
(no par value) shares 


PROSPECTUS


                  Chester County Security Fund, Inc.
                     4781 North Congress Avenue
                       Lantana, Florida 33462
 
1996 Stock Plan

1,000,000 Shares of Common Stock, no par value

______________________

    All references herein to "Chester County" or the
"Corporation" mean Chester County Security Fund, Inc., unless 
otherwise indicated by the context.

    Chester County is hereby offering 1,000,000 shares of its 
Common Stock, no par value, ("Common Stock") to holders of 
options, awards of Common Stock or opportunities to purchase 
Common Stock granted or to be granted under the Corporation's 
1996 Stock Plan, which is described herein and the text of 
which is incorporated herein by reference, upon exercise of 
such options, or upon receipt of such Common Stock award or 
purchase of Common Stock, in accordance with the terms and 
conditions thereof.

________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________

The date of this Prospectus is January 26, 1996.

______________________________________________________________
    

    No dealer, salesman or other person has been authorized to 
give any information or to make any representations other than 
those contained in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having 
been authorized by the Corporation.  This Prospectus does not 
constitute an offer or solicitation by anyone in any state in 
which such offer or solicitation is not authorized, or in which 
the person making such offer or solicitation is not qualified 
to do so, or to any person whom it is unlawful to make such 
offer or solicitation.  The delivery of this Prospectus at any 
time does not imply that information herein is correct as of 
any time subsequent to the date hereof.

    THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE OF THIS PROSPECTUS.  STATEMENTS IN THIS PROSPECTUS AS 
TO THE PROVISIONS OF THE PLAN ARE NOT NECESSARILY COMPLETE AND 
IN EACH INSTANCE REFERENCE IS MADE TO THE COPY OF THE PLAN 
WHICH APPEARS AT APPENDIX A TO THE PROSPECTUS, AND EACH SUCH 
STATEMENT IN THIS PROSPECTUS IS QUALIFIED IN ALL SUCH RESPECTS 
BY SUCH REFERENCE.



Plan Information

    General Plan Information

    Chester County Security Fund, Inc., a Pennsylvania 
corporation, located at 4781 North Congress Avenue, Lantana, 
Florida 33462, is hereby offering 1,000,000 shares of its 
common stock, no par value, ("Common Stock") to holders of 
options, awards of Common Stock or opportunities to purchase 
Common Stock granted or to be granted under the Chester County
Security  Fund, Inc. 1996 Stock Plan (the "Plan").  All 
references herein to "Chester County," the "Company" or the 
"Corporation" mean Chester County Security Fund, Inc., unless 
otherwise indicated by the context.

    The Common Stock offered by this Prospectus is issuable 
upon exercise of Stock Rights (as defined below) granted under 
the Plan, which is described below.  The purpose of the Plan is 
to provide incentives to the employees of the Corporation, its 
parent (if any) and its present or future subsidiaries by 
providing them with opportunities to purchase stock in the 
Corporation pursuant to options which qualify as "incentive 
stock options" under Section 422A(b) of the Internal Revenue 
Code of 1986 (the "Code") ("ISO" or "ISOs").  The Plan is also 
intended to provide incentives to employees and consultants of 
the Corporation and any of its subsidiaries by providing them 
with (a) opportunities to purchase stock in the Corporation 
pursuant to options which do not qualify as ISOs ("Non-
Qualified Options"); (b) awards of stock in the Corporation 
("Awards"); and (c) opportunities to make direct purchases of
stock in the Corporation ("Purchases").  ISOs and Non-Qualified 
Options are sometimes collectively referred to herein as 
"Options".  ISOs, Non-Qualified Options, Awards and Purchases 
are collectively referred to herein as "Stock Rights".

    This Plan was adopted by the Board on January 20, 1996, 
and approved by the stockholders of the Corporation on January 
26, 1996 at the annual Meeting of Stockholders.  The Plan shall 
expire on January 20, 2005 (except as to Options outstanding on 
that date).  Stock Rights may be granted under the Plan prior 
to stockholder approval.  The Board may terminate or amend the 
Plan in any respect at any time, except that, without the 
approval of the stockholders obtained within 12 months before 
or after the Board adopts a resolution authorizing any of the 
following actions:  (a) the total number of shares that may be 
issued under the Plan may not be increased (except by 
adjustments pursuant to the Plan); (b) the provisions of the 
Plan regarding eligibility for grants of ISOs may not be 
modified (except by adjustment pursuant to the Plan); and (d) 
the expiration date of the Plan may not be extended.  Except as
provided in the Plan, in no event may action of the Board or 
Stockholders alter or impair the rights of a grantee, without 
his consent, under any Stock Right previously granted to him.

    The Plan is not an employee benefit plan which is subject 
to the provisions of the Employee Retirement Income Security 
Act of 1974, and the provisions of Section 401(a) of the Code 
are not applicable to the Plan.

    Participants may obtain additional information about the 
Plan and its administrators by writing to: Investor Relations, 
4781 North Congress Avenue, Lantana, FL 33462, or calling (407) 
837-3962.

    The Plan shall be administered by either (i) the Board of 
Directors of the Company (the "Board") so long as each Board 
member is a disinterested director, i.e. a director who is not, 
during the 1 year prior to service as an administrator of the 
Plan, or during such service, granted or awarded equity 
securities pursuant to the Plan or any other plan of the
Company or any of its affiliates; or (ii)  a Stock Plan 
Committee (the "Committee"), appointed by the Board, which 
shall consist of two or more disinterested directors. All 
references in this prospectus the "Committee" shall mean the 
Board if no Committee has been appointed.  

    Subject to the terms of the Plan, the Board of Directors 
has the authority to determine the persons to whom Stock Rights 
shall be granted (subject to certain eligibility requirements 
for grants of ISOs), the number of shares covered by each such 
grant, in respect to ISOs, Non-qualified Options and Purchases, 
the exercise or purchase price per share, the time or times at 
which Stock Rights shall be granted, and other terms and 
provisions governing the Stock Rights including the nature of 
such Stock Right as an ISO, Non-qualified Option, Award or 
Purchase, as well as the restrictions, if any, applicable to 
shares of Common Stock issuable upon exercise of Stock Rights.  
The interpretation or construction by the Board of Directors of 
the Plan or any Stock Right granted under it shall be final.  
The administrator of the Plan is the sole director,  who is
also the chief executive officer and beneficial owner of 
greater than 10% of the Company.

    If the Board appoints a Committee to administer the Plan, 
from time to time the Board may increase the size of the 
Committee and appoint additional members thereof, remove 
members (with or without cause) and appoint new members in 
substitution therefor, fill vacancies however caused, or remove 
all members of the Committee and thereafter directly administer 
the Plan.



    Securities to be Offered

    The Plan authorizes the grant of Stock Rights to acquire 
1,000,000 shares of Common Stock.  On January 25, 1996, the 
average last sale price of the Corporation's Common Stock as 
reported on the NASDAQ Bulletin board was $0.25 per share.

    The stock subject to Options, Awards and Purchases shall 
be authorized but unissued shares of Common Stock of the 
Company, no par value (the "Common Stock"), or shares of Common 
Stock reacquired by the Company in any manner.  The aggregate 
number of shares which may be issued pursuant to the Plan is 
1,000,000, subject to adjustment as provided in the Plan.  Any 
such shares may be issued as ISOs, Non-Qualified Options or 
Awards, or to persons or entities making Purchases, so long as 
the number of shares issued does not exceed such number, as 
adjusted.  If any Option granted under the Plan shall expire or 
terminate for any reason without having been exercised in full 
or shall cease for any reason to be exercisable in whole or in 
part, or if the Company shall reacquire any unvested shares 
issued pursuant to Awards or Purchases, the unpurchased shares 
subject to such Options and any unvested shares so reacquired 
by the Company shall again be available for grants of Stock 
Rights under the Plan.

    Employees Who May Participate in the Plan

    ISOs under the Plan may be granted to any employee of the 
Corporation or any Related Corporation (as defined in the 
Plan).  As of January 26, 1996, the Corporation and its 
subsidiaries had approximately ten (10) employees.  Officers 
and directors of the Corporation must also be employees in 
order to receive ISOs under the Plan. Non-qualified Options, 
Awards and Purchases may be granted to any director, officer, 
employee or consultant of the Corporation or any Related 
Corporation.  Non-Qualified Options, Awards and authorizations 
to make Purchases may be granted to any director (whether or 
not an employee), officer, employee or consultant of the 
Company or any Related Corporation.  The Committee may take 
into consideration a recipient's individual circumstances in 
determining whether to grant an ISO, a Non-Qualified Option or 
an authorization to make a Purchase.  Granting of any Stock 
Rights to any individual or entity shall neither entitle that 
individual or entity to, nor disqualify him from, participation 
in any other grant of Stock Rights.



    Purchase of Securities Pursuant to the Plan and Payment 
for Securities  Offered

    Eligible employees may elect to participate in the Plan at 
any time prior to the Plan's termination.

    Stock Rights may be granted under the Plan at any time on 
or after January 20, 1996 and prior to January 20, 2005.  The 
Board of Directors may, with the consent of the holder of an 
ISO, convert an ISO granted under the Plan to a Non-qualified 
Option.  Awards and the price of Purchases shall be at fair 
market value as determined by the Board of Directors.

    The exercise price per share of Non-qualified Options 
granted under the Plan cannot be less than the lesser of the 
book value per share of Common Stock as of the end of the 
preceding fiscal year or 50% of the fair market value per share 
of Common Stock on the date of grant.

    The exercise price per share of ISOs granted under the 
Plan cannot be less than the fair market value of the Common 
Stock on the date of grant, or, in the case of ISOs granted to 
employees holding more than ten percent of the total combined 
voting power of all classes of stock of the Corporation or any 
Related Corporation, 110% of the fair market value of the 
Common Stock on the date of grant.

    The Plan provides that each Option shall expire on the 
date specified by the Board of Directors, but not more than 
five years from its date of grant in the case of ISOs and five 
years and one day in the case of Non-qualified Options.  
However, in the case of any ISO granted to an employee owning 
more than ten percent of the total combined voting power of all 
classes of stock of the Corporation or any Related Corporation 
such ISO shall expire on the date specified by the Board of 
Directors, but not more than five years from its date of grant.

    Each Option granted under the Plan shall be exercisable as 
follows:

A.  The Option shall either be fully exercisable at the time 
of grant or shall become exercisable in such installments as 
the Board of Directors may specify.

B.  Once an installment becomes exercisable it shall remain 
exercisable until expiration or termination of the Option, 
unless otherwise specified by the Board of Directors.

C.  Each Option may be exercised from time to time, in whole 
or in part, up to the total number of shares with respect to 
which it is then exercisable.

D.  The Board of Directors shall have the right to accelerate 
the date of exercise of any installment.  (Subject to the 
$100,00 per year limit on the fair market value of ISOs granted 
to any employee which may become exercisable in any calendar 
year).

    In no event may the aggregate fair market value 
(determined on the date of grant of an ISO) of Common Stock for 
which ISOs granted to any employee are exercisable for the 
first time by such employee during any calendar year (under all 
stock option plans of the Corporation and any Related 
Corporation) exceed $100,000; any portion of an ISO grant that 
exceeds such $100,000 limit will be treated for tax purposes as 
a Non-qualified Option.  Otherwise, there is no restriction as 
to the maximum or minimum amount of options an employee may 
receive.  

    A Stock Right (or any part or installment thereof (shall 
be exercised by giving written notice to the Company at its 
principal office address.  Such notice shall identify the Stock 
Right being exercised and specify the number of shares to which 
such Stock Right is being exercised, accompanied by full 
payment of the purchase price therefor either (a) in United 
States dollars in cash  or by check, or (b) at the discretion 
of the Committee, through delivery of shares of Common Stock 
having a fair market value equal as of the date of the exercise 
to the cash exercise price of the Stock Right, or (c) at the 
discretion of the Committee, by delivery of the grantee's 
personal recourse note bearing interest payable not less than 
annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274 (d) of the Code, or (a), (b), 
and (c) above.  If the Committee exercises its discretion to 
permit payment of the exercise price of an ISO by means of the 
methods set forth in clauses (b), (c), or (d) of the preceding 
sentence, such discretion shall be exercised in writing at the 
time of the grant of the ISO in question.  The holder of a 
Stock Right shall not have the rights of a shareholder with 
respect to the shares covered by his Stock Right until the date 
of issuance of a stock certificate to him for such shares.  
Except as expressly provided in the Plan with respect to 
changes in capitalization and stock dividends, no adjustment 
shall be made for dividends or similar rights for which the 
record date is before the date such stock certificate is 
issued.

    Status reports will be provided from time to time by the 
Board of directors to participating employees regarding the 
amount and status of their accounts.

    The stock subject to Options, Awards and Purchases under 
the Plan shall be authorized but unissued shares of Common 
Stock of the Company, no par value (the "Common Stock"), or 
shares of Common Stock reacquired by the Company in any manner. 
No fees commissions or other charges shall be paid.

    Resale Restrictions.

    This Prospectus is not available for reoffers or resales 
of Common Stock acquired under the Plan by persons who are 
deemed to be "affiliates" of the Corporation, as that term is 
defined in Rule 405 under the Securities Act of 1933, as 
amended (the "Act").  Such reoffers or resales by affiliates 
may be made only pursuant to a separate prospectus, (the 
"reoffer prospectus") or an exemption from registration, 
including pursuant to Rule 144.

    Tax Effects of Plan Participation.

A.  Incentive Stock Options.  The following general rules are 
applicable for Federal income tax purposes under the existing 
law to employees who receive and exercise ISO's granted under 
the Plan:

1.  If the optionee does not own stock possessing more than 
10% of the total voting power of the stock of the Corporation 
or any Related Corporation (as defined in the Plan), or if the 
optionee owns stock possession more than 10% of the total 
voting power of the stock of the Corporation or any Related 
Corporation and the exercise price is at least 110% of the fair 
market value per share of the Corporation's Common Stock at the 
date of grant, no taxable income results to the optionee upon 
the grant of an ISO or upon the issuance of shares to him or 
her upon exercise of the ISO.

2.  No tax deduction is allowed to the Corporation upon either 
grant or exercise of an ISO under the Plan.

3.  If shares acquired upon exercise of an ISO are not 
disposed of prior to the later of (i) two years following the 
date the option was granted or (ii) one year following the date 
shares are transferred to the optionee pursuant to the ISO 
exercise, the difference between the amount realized on any 
subsequent disposition of the shares and the exercise price 
will be treated as capital gain or loss to the optionee.

4.  If shares acquired upon exercise or an ISO are disposed of 
before the expiration of one or both  of the requisite holding 
periods (a "Disqualifying Disposition"), then in most cases the 
lesser of (i) any excess of the fair market value of the shares 
at the time of exercise of the ISO over the exercise price of 
(ii) the actual gain on disposition, will be treated as 
compensation to the optionee and will be taxed as ordinary 
income in the year of such disposition.

5.  In any year that an optionee recognized compensation 
income on a Disqualifying Disposition of stock acquired by 
exercising an ISO, the Corporation will be entitled to a 
corresponding deduction for income tax purposes if it satisfied 
certain withholding requirements.

6.  Any excess of the amount realized by the optionee as the 
result of a Disqualifying Disposition over the sum of (i) the 
exercise price and (ii) the amount of ordinary income 
recognized under the above rules will be treated as either 
long-term or short-term capital gain, depending upon the time 
elapsed between receipt and disposition of the shares disposed 
of.

    An optionee may be entitled to exercise an ISO by 
delivering share of the Corporation's Common Stock ("old 
stock") to the Corporation in exchange for the Common Stock 
received upon exercise of the ISO ("option stock"), if the 
optionee's ISO agreement so provides.  In general, if an 
optionee exchanges old stock for option stock instead of, or in 
addition to, paying part or all of the exercise price in cash, 
no gain or loss will be recognized with respect to the exchange 
of the old stock, and shares acquired upon exercise of the ISO 
will  not be subject to tax as explained above until the share 
are sold.  However, an exception exists to this rule when the 
old stock is :statutory option stock" (as defined below) that 
has been held for a period less than the applicable holding 
periods under the Code.  In that event, the optionee will 
realize ordinary compensation income with respect to the old 
stock in an amount equal to the lesser of (i) the excess of the 
fair market value of the option stock on the date of exercise 
of the ISO over the basis of the old stock, or (ii) the fair 
market value of the old stock on the date it was originally 
exercised over the original option exercise price.  "Statutory 
option stock" consists of stock acquired through the exercise 
of a "qualified stock option", "Incentive stock option", an 
option acquired under an "employee stock purchase plan" or a 
"restricted stock option", as these terms are defined in the 
Code.  Further, if the old stock used to exercise an ISO is 
Restricted Stock may be treated as the lapse of the 
restrictions imposed on such restricted Stock under the rules 
discussed below, and the optionee may recognize income as a 
result.

B.  Non-qualified Stock Options.  A Non-qualified Option 
granted under the Plan is taxed in accordance with Section 83 
of the Code and the Regulations issued thereunder.  The 
following general rules are applicable to holder of such 
options and to the Corporation for Federal income tax purposes 
under existing law, based upon the assumptions that (i) the 
options do not have a readily ascertainable fair market value 
at the date of grant, and (ii) the Common Stock acquired by 
exercising the Non-qualified Option is either transferable or 
not subject to a substantial risk of forfeiture (as defined in 
Regulations under Section 83 of the Code).

1.  The optionee does not realize any taxable income upon the 
grant of an Option, and the Corporation is not allowed a 
business expense deduction by reason of such grant.

2.  The optionee will recognize ordinary compensation income 
at the time of exercise of the option in an amount equal to the 
excess, if any, of the fair market value of the shares on the 
date of exercise over the exercise price.  In accordance with 
the Regulations under the Code and applicable state law, the 
Corporation will require the optionee to pay to the Corporation 
an amount sufficient to satisfy withholding taxes in respect of 
such compensation income at the time of the exercise of the 
option.  If the Corporation withholds stock to satisfy this 
withholding tax obligation, instead of cash, the optionee 
nonetheless will be required to include in income the fair 
market value of the stock withheld.

3.  When the optionee sells the shares, he or she will 
recognize a capital gain or loss in an amount equal to the 
difference between the amount realized upon the sale of the 
shares and his or her basis in the shares (i. e., the exercise 
price plus the amount taxed to the optionee as compensation 
income).  If the optionee holds the shares for longer than the 
statutory holding period, this gain or loss will be a long-term 
capital gain or loss.  The statutory holding period is one 
year.

4.  In general, the Corporation will be entitled to a tax 
deduction in the year in which compensation income is 
recognized by the optionee.

    An optionee may be entitled to exercise a  Non-qualified 
Option by delivering old stock to the Corporation in exchange 
for the Common Stock received upon exercise of the option 
("nonqualified option stock"), if the optionee's Non-qualified 
Option agreement so provides.  In general, if an optionee 
exchanges old stock for nonqualified option stock instead of, 
or in addition to, paying part or all of the exercise price in 
cash, no gain or loss will be recognized with respect to the 
exchange of the old stock.  The optionee will recognize  
ordinary compensation income, however, in an amount equal to 
the excess, if any, of the fair market value of the old stock 
(at the time of exercise) surrendered to acquire the 
nonqualified option is Restricted Stock (as defined below), and 
the Common Stock acquired on exercise of the nonqualified stock 
option is not subject to restrictions substantially similar to 
those imposed on such Restricted Stock will be treated as the 
lapse of the restrictions imposed on such Restricted Stock 
under the rules discussed below, and the optionee may recognize 
income as a result.

C.  Special Rules for Restricted Stock.  Common stock that is 
subject to restrictions on transfer and also to a substantial 
risk of forfeiture (as defined in Regulations under Section 83 
of the Code), referred to herein as "restricted Stock"., is 
subject to special tax rules.  If the Common Stock acquired on 
the exercise on a Non-qualified Option or pursuant to an Award 
or Purchase is Restricted Stock, the amount of income 
recognized by the optionee generally will be determined as of 
the time the restrictions lapse, and will be equal to the 
difference between the amount paid for the Restricted Stock and 
the fair market value of the Restricted Stock at that time.  In 
that case, the payment to the Corporation of withholding taxes 
will be required as the income arises, i. e., at the time the 
transfer restrictions on the stock lapse or the substantial 
risk of forfeiture no longer exists.  Officers and directors of 
the Corporation who exercise nonqualified options (or who make 
disqualifying dispositions of stock acquired upon exercise of 
an ISO) receive stock treated as Restricted Stock because of 
certain securities law rules applicable to such optionees.

    If an optionee transfers Restricted Stock to the 
Corporation to exercise an ISO, the restrictions on such 
Restricted Stock will be deemed to have lapsed on the date of 
transfer, and the optionee may recognize income at that time.  
Similarly, if the optionee transfers Restricted Stock to the 
Corporation to exercise a Non-qualified Option, and the stock 
received by the optionee on exercise is not subject to 
restrictions substantially similar to those imposed on such 
Restricted Stock, the restrictions on that Restricted Stock 
will be deemed to have lapsed on the date of transfer, and the 
optionee may recognize income at that time.  Restricted Stock 
acquired by exercising an ISO generally is not subject to the 
rules of Section 83, but rather to the rules discussed above 
for ISOs.

    Under Section 83(b) of the Code, an election is available 
to the optionee to include in gross income, in the taxable year 
that Restricted Stock is first transferred to the optionee, the 
amount of any excess of the fair market value (as determined 
under Section 83) of the Restricted Stock over the amount (if 
any) paid for such stock.  The election must be made within 30 
days after the Restricted Stock is transferred to the optionee.  
If this election is made, no further tax liability will arise 
at the time the transfer restrictions on the Restricted Stock 
lapse or the substantial risk of forfeiture no longer exists.  
However, of shares of Restricted Stock for which a Section 
83(b) election is in effect are forfeiture while such shares 
are both nontransferable and subject to a substantial risk of 
forfeiture, the loss realized by the optionee on the 
forfeiture, for tax purposes, is limited to the amount paid for 
such shares (not including any compensation income recognized 
by the optionee at the time of transfer) less any amount 
realized by the optionee on such forfeiture.

D.  Awards and Purchases.  The receipt of Common Stock of the 
Corporation pursuant to an Award or Purchase made under the 
Plan is taxed in accordance with the rules of Section 83 of the 
Code and the Regulations issued thereunder.  These rules are 
discussed above under Nonqualified Stock Options and Special 
Rules for Restricted Stock.  For purposes of applying the 
principals of Section 83 to Awards and Purchases (rather than 
to the exercise of Non-qualified Options as discussed above), 
(i) the "time of exercise" is equivalent to the time of Award 
or Purchase, (ii) the "exercise price" with respect to an Award 
is zero, and (iii) the "exercise price" with respect to a 
Purchase is the price paid for the Common Stock acquired by 
that Purchase.

E.  Capital Gains.  Long-term gains generally will be subject 
to Federal income tax at the same rates as ordinary income.

F.  Minimum Tax.  In addition to the tax consequences 
described above, the exercise of ISOs granted under the Plan 
may result in a further "minimum tax" under the Code, as 
follows:  The Code provides that an "alternative minimum tax" 
(at rates between 26%-28%) will be applied against a taxable 
base which is equal to regular taxable income, adjusted for 
certain limited deductions and losses, increased by items of 
tax preference, and reduced by a statutory exemption ($33,750 
for single individuals and $45,000 for joint return filers and 
surviving spouses and $22,000 for married persons filing 
separately, estates and trusts).  The statutory exemption is 
phased out for certain higher income taxpayers.  The bargain 
element at the time of exercise of an ISO, i. e., the amount by 
which the value of the Common Stock received upon exercise of 
the ISO exceeds the exercise price, constitutes an item of tax 
preference for purposes of the alternative minimum tax.  For 
purposes of determining alternative minimum taxable income (but 
not regular taxable income) for any subsequent year in which 
the taxpayer sells the stock acquired by exercise of the ISO, 
the basis of such stock will be its fair market value at the 
time the ISO was exercised.  A taxpayer is required to pay the 
higher of his regular tax liability or the alternative minimum 
tax.  A taxpayer who pays alternative minimum tax attributable 
to the exercise of an ISO may be entitled to a tax credit 
against regular tax liability in later years.

G.  Incentive Stock Option Changes.  The Tax Reform Act of 
1986 replaced the limitation (contained in prior law) on the 
aggregate amount of ISOs which can be granted to an employee in 
any calendar year with a limitation on the amount of ISOs which 
can become first exercisable in any calendar year.  Also, the 
Act repealed the sequential exercise rule of prior law, 
effective for incentive stock options granted after 1986.  The 
Plan incorporates the changes made by the Act.

    Withdrawal From the Plan; Assignment of Interest

    Non-qualified Options are subject to such termination and 
cancellation provisions as may be determined by the Board of 
Directors.

    Only the optionee may exercise an Option; no assignment or 
transfers are permitted, except that an Option may be 
transferred by will or by the laws of descent and distribution.

    Forfeitures and Penalties

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations other than by reason of death or 
disability as defined in paragraph 10, no further installments 
of his ISOs shall become exercisable, and his ISOs shall 
terminate after the passage of 60 days from the date of 
termination of his employment, but in no event later than on 
their specified expiration dates, except to the extent that 
such ISOs (or unexercised installments thereof) have been 
converted into Non-Qualified Options pursuant to the Plan.  
Leave of absence with written approval of the Board of 
Directors shall not constitute an interruption of employment 
provided that such approval contractually requires the 
Corporation to continue the employment of the employee after 
the leave of absence.  Employment shall also be considered as 
continuing uninterrupted during any other bona fide leave of 
absence (including illness, military obligations or 
governmental service) provided such leave does not exceed 90 
days or, if longer, any period during which the employer's 
right to reemployment is guaranteed by statute.  Nothing in the 
Plan shall be deemed to give any grantee of Stock Rights the 
right to be retained in employment by the Corporation or a 
Related Corporation for any period of time.  Stock Rights 
granted under the Plan shall not be affected by any change of 
employment among the Corporation and a Related Corporation so 
long as the optionee continues to be an employee of the 
Corporation or a Related Corporation.  

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations by reason of his death, any ISO of 
his may be exercised, to the extent of the number of shares 
with respect to which he could have exercised it on the date of 
his death, by his estate, personal representative or 
beneficiary who has acquired the ISO by will or by the laws of 
descent and distribution, at any time prior to the earlier of 
the ISO's specified expiration date or 180 days from the date 
of the optionee's death.

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations by reason of his disability, he 
shall have the right to exercise any ISO held by him on the 
date of termination of employment, to the extent of the number 
of shares with respect to which he could have exercised it on 
that date, at any time prior to the earlier of the ISO's 
specified expiration date or 180 days from the date of the 
termination of the optionee's employment. 

The Committee, at the written request of any optionee, may in 
its discretion take such actions as may be necessary to convert 
such optionee's ISOs (or any installments or portions of 
installments thereof) that have not been exercised on the date 
of conversion into Non-Qualified Options at any time prior to 
the expiration of such ISOs, regardless of whether the optionee 
is an employee of the Company or a Related Corporation at the 
time of such conversion.  Such actions may include, but not be 
limited to, extending the exercise period or reducing the 
exercise price of the appropriate installments of such options.  
At the time of such conversion, the Committee (with the consent 
of the Optionee) may impose such conditions on the exercise of 
the resulting Non-Qualified Options as the Committee in its 
discretion may determine, provided that such conditions shall 
not be inconsistent with this Plan.  Nothing in the Plan shall 
be deemed to give any optionee the right to have such 
optionee's ISOs converted into Non-Qualified Options, and no 
such conversion shall occur until and unless the Committee 
takes appropriate action.  The Committee, with the consent of 
the optionee, may also terminate any portion of any ISO that 
has not been exercised at the time of such termination.

    Outstanding Stock Rights are subject to adjustment as 
described in the Plan under "Changes in Stock; Recapitalization 
and Reorganization".  Pursuant to the terms of the Plan, shares 
subject to Stock Rights which for any reason expire or are 
terminated unexercised as to such shares may again be the 
subject of a grant under the Plan.

    Exercise of an Option under the Plan is effected by a 
written notice of exercise delivered to the Corporation at its 
principal office together with payment for the shares in full 
in cash or by check, or if authorized by the Board of Directors 
in its discretion at the time of grant, in part or in full by 
tendering shares of Common Stock of the Corporation or a full 
recourse promissory note.  Such written notice shall also 
identify the Option being exercised and specify the number of 
share as to which the Option is being exercised.

    By allowing payment of the exercise price by delivering 
shares of the Corporation, the Plan enables a participant to 
increase his or her equity ownership in the Corporation without 
a significant capital contribution.  For example, assume that 
the optionee has outstanding Options to purchase 100 shares of 
the Corporation's stock at an exercise price of $5 per share 
and that the stock is currently selling at $10 per share.  One 
share could be submitted for the receipt of two shares, which 
could in turn be immediately resubmitted for the receipt of 
four shares.  There successive exchanges could theoretically 
continue until all available Options were exercised.  The 
result, under this example, would be that an optionee would 
obtain the value of the spread of $500 between the stock's 
option exercise price and its market value without any cash 
contribution and an investment equivalent only to the exercise 
price of one share.

    While the use of the stock payment method offers 
significant advantages to an optionee, it is subject to certain 
restrictions.  Under recent amendments to the Code, the use of 
the stock payment method will result in unfavorable tax 
treatment to the optionee where the exchanged shares were 
acquired under incentive stock options or certain other tax-
advantaged plans and the applicable period for disqualifying 
dispositions has not expired.  In addition, under accounting 
principals, a charge against the Corporation's income may be 
necessary for Options exercised by the use of the stock payment 
method.

    In the event shares of Common Stock of the Corporation 
shall be subdivided or combined into a greater or smaller 
number of shares or if, upon a merger, consolidation, 
reorganization, split-up, liquidation, combination, 
recapitalization or the like of the Corporation, the shares of 
the Corporation's Common Stock shall be exchanged for other 
securities of the Corporation or of another corporation, each 
optionee shall be entitled to purchase such number of shares of 
Common Stock or amount of other securities of the Corporation 
or such other corporation as were exchangeable for the number 
of shares of Common Stock of the Corporation which such 
optionee would have been entitled to purchase except for such 
action, and appropriate adjustments shall be made in the 
purchase price per share to reflect such subdivision, 
combination, or exchange.  If any person holding restricted 
Common Stock obtained by the exercise of an Option or by a 
Purchase or Award receives new, additional or different 
securities in connection with any corporate transaction 
described in this paragraph, such new securities shall be 
subject to all of the conditions and restrictions applicable to 
the Common Stock  with respect to which the new securities were 
issued.

    In the event the Corporation shall issue any of its shares 
as a stock divided upon or with respect to the shares of stock 
of the class which shall at the time be subject to Option, each 
optionee upon exercising such an Option shall be entitled to 
receive (for the purchase price paid upon such exercise) the 
shares as to which he is exercising  his Option and, in 
addition thereto (at no additional cost), such number of shares 
of the class or classes in which such stock dividend or 
dividends were declared or paid, and such amount of cash in 
lieu of fractional shares, as he would have received if he had 
been the holder of the shares as to which he is exercising his 
Option at all times between the date of grant of such option 
and the date of its exercise.

    Upon the happening of any of the foregoing events, the 
class and aggregate number of shares reserved for issuance upon 
the exercise of options under the Plan shall also be 
appropriately adjusted to reflect the events described  above.  
Notwithstanding the foregoing, in respect to ISOs, the 
adjustments described above shall be made only after the Board 
of Directors, in consultation with legal counsel, determines 
that such adjustments shall not constitute a modification of 
such ISOs or would cause adverse tax consequences to the 
holders of ISOs.

    The Board of Directors may terminate or amend the Plan in 
any respect at any time, except that, without the prior 
approval of the holders of a majority of the outstanding shares 
of Common Stock, (a) the total number of shares that may be 
issued under the Plan may not be increased except as previously 
described under "Changes in Stock; Recapitalization and 
Reorganization", (b) the provisions regarding eligible 
employees may not be modified; (c) the provisions regarding the 
exercise price at which shares may be offered pursuant to ISOs 
(except by adjustment referred to above); and (d) the 
expiration date of the Plan may not be extended.  No action of 
the Board of Directors or shareholders, however, may, without 
the consent of an optionee, alter or impair his rights under 
any option previously granted to him.



    Charges and Deductions and Liens Therefor

    Upon the exercise of a Non-Qualified Option, the grant of 
an Award, the making of a Purchase of Common Stock for less 
than its fair market value, the making of a Disqualifying 
Disposition or the vesting of restricted Common Stock acquired 
on the exercise of a Stock Right hereunder, the Company, in 
accordance with Section 3402(a) of the Code, may require the 
optionee, Award recipient or purchaser to pay additional 
withholding taxes in respect of the amount that is considered 
compensation includible in such person's gross income.  The 
Committee in its discretion may condition (i) the exercise of 
an Option, (ii) the grant of an Award, (iii) the making of a 
Purchase of Common Stock for less than its fair market value, 
or (iv) the vesting of restricted Common Stock acquired by 
exercising a Stock Right on the grantee's payment of such 
additional withholding taxes.

    A Stock Right (or any part or installment thereof (shall 
be exercised by giving written notice to the Company at its 
principal office address.  Such notice shall identify the Stock 
Right being exercised and specify the number of shares to which 
such Stock Right is being exercised, accompanied by full 
payment of the purchase price therefor either (a) in United 
States dollars in cash or by check, or (b) at the discretion of 
the Committee, through delivery of shares of Common Stock 
having a fair market value equal as of the date of the exercise 
to the cash exercise price of the Stock Right, or (c) at the 
discretion of the Committee, by delivery of the grantee's 
personal recourse note bearing interest payable not less than 
annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274 (d) of the Code, or (a), (b), 
and (c) above.  If the Committee exercises its discretion to 
permit payment of the exercise price of an ISO by means of the 
methods set forth in clauses (b), (c), or (d) of the preceding 
sentence, such discretion shall be exercised in writing at the 
time of the grant of the ISO in question.  The holder of a 
Stock Right shall not have the rights of a shareholder with 
respect to the shares covered by his Stock Right until the date 
of issuance of a stock certificate to him for such shares.  
Except as expressly provided in the Plan with respect to 
changes in capitalization and stock dividends, no adjustment 
shall be made for dividends or similar rights for which the 
record date is before the date such stock certificate is 
issued.

    Additional Information.

    The proceeds received by the Corporation from the sale of 
shares pursuant to the Plan shall be used for general corporate 
purposes.  The Corporation's obligation to deliver shares is 
subject to the approval of any governmental authority required 
in connection with the sale or issuance of such shares.  The 
exercise of Non-qualified  Options, Awards or Purchases for 
less than fair market value may require the holders to 
recognize ordinary income and pay additional withholding taxes 
in respect of such income, and the Board of Directors may 
condition the grant or exercise of an Option, Award or Purchase 
on the payment to the Corporation of such taxes.  An employee 
is required to notify the Corporation in the event that he 
disposes of stock acquired on the exercise of an ISO prior to 
the later of two years from the date  of grant  or one year 
from the date of exercise of the ISO.  Unless terminated 
earlier by the Board of Directors, the Plan will expire on 
January 20, 2005.

Registrant Information and Employee Plan Annual Information.

    Chester County Security Fund, Inc. is subject to the 
informational requirements of the Securities Exchange Act of 
1934 (the "Exchange Act") and in accordance therewith files 
reports and other information with the Securities and Exchange 
Commission.  Such reports and other information may be 
inspected and copied at the Public Reference Room of the 
Commission, 450 5th Street, N.W., Room 1024, Washington, D. C. 
20549, and at the Commission's regional offices in New York (26 
Federal Plaza, New York, New York 10007), Chicago (Everett 
McKinley Dirksen Building, 219 South Dearborn Street, Chicago, 
Illinois 60604) and Los Angeles (5757 Wilshire Blvd., Suite 500 
East, Los Angeles, California 90036-3648).  Copies of such 
material can also be obtained from the Public Reference Section 
of the Commission, Washington,   D. C. 20549 at prescribed 
rates. 

Incorporation of Certain Documents by Reference

    The following documents filed with the Securities and 
Exchange Commission by the Company are incorporated herein by 
reference as of their respective dates as set forth therein:

(a) The Corporation's Form 10-K for the fiscal year ended 
December 31, 1994.

(b) The Corporation's Form 8-K dated January 8, 1996.

(c) The Corporation's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995, June 30, 1995, and September 30, 
1995.

    All documents subsequently filed by the Corporation 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 after the date hereof and prior 
to the filing of an post-effective amendment which indicates 
that all securities offered herein have been sold or which 
registers all such securities remaining unsold shall be deemed 
to be incorporated herein by reference and to be a part hereof 
from the date of filing of such documents.

    The Corporation will provide without charge to each person 
to whom a Prospectus is delivered, upon written oral request of 
such person, a copy of any and all documents described above 
(other than exhibits to such documents).  Such requests should 
be addressed to:

Investor Relations
Chester County Security Fund, Inc.
4781 North Congress Avenue
Lantana, FL 33462
(407) 837-3962


Report to Shareholders

    The Corporation furnishes its stockholders with annual 
reports containing consolidated financial statements that have 
been examined and reported upon, with an opinion expressed by 
independent certified public accountants, and quarterly reports 
containing unaudited summaries of financial information for the 
first three quarters of each fiscal year.




PART II

INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT


Incorporation of Documents by Reference.

    The following documents filed with the Securities and 
Exchange Commission by the Company are incorporated herein by 
reference as of their respective dates as set forth therein:

(a) The Corporation's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1994.

(b) The Corporation's Form 8-K dated January 8, 1996.

(c) The Corporation's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995, June 30, 1995, and September 30, 
1995.

    All documents subsequently filed by the Corporation 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 after the date hereof and prior 
to the filing of an post-effective amendment which indicates 
that all securities offered herein have been sold or which 
registers all such securities remaining unsold shall be deemed 
to be incorporated herein by reference and to be a part hereof 
from the date of filing of such documents.

Report to Shareholders

    The Corporation furnishes its stockholders with annual 
reports containing consolidated financial statements that have 
been examined and reported upon, with an opinion expressed by 
independent certified public accountants, and quarterly reports 
containing unaudited summaries of financial information for the 
first three quarters of each fiscal year.

Description of Common Stock

    The Corporation is authorized to issue 20,000,000 shares 
of Common Stock, no par value.  Each share of Common Stock is 
entitled to share pro rata in dividends and distributions, if 
any, with respect to the Common Stock, when and if declared by 
the Board of Directors, from funds legally available therefor.  
Under its loan agreement with the Bank of New England, the 
Corporation cannot pay any dividends without the prior consent 
of said Bank.  No holder of any shares of Common Stock has any 
preemptive or similar right to subscribe for any securities of 
the Corporation.  Upon liquidation, dissolution or winding up 
of the Corporation and after payment of creditors, the assets 
will be divided pro rata on a share-for-share basis among the 
holders of the shares of Common Stock.  The holders of shares 
of Common Stock are not entitled to cumulative voting in the 
election of Directors; they are entitled to one vote per share 
with respect to all matters that are required by law to be 
submitted to stockholders, including the election of Directors.  
Accordingly, stockholders representing more than 50% of the 
outstanding shares will have the ability to elect all of the 
Directors.

    Interests of Named Experts and Counsel.

Legal Opinion 

    The validity of the Common Stock offered hereby has been 
passed upon by Robert C. Hackney & Associates, Chartered, a 
Florida professional services corporation, 4521 P. G. A. Blvd., 
Suite 264, Palm Beach Gardens, FL 33418, counsel to the 
Company.  Robert C. Hackney, President of the Company, is a 
partner in such firm.

Experts

    The audited financial statements and schedules 
incorporated by reference from the Corporation's Form 10-K for 
the fiscal year ended December 31, 1994 and incorporated herein 
by reference were examined and reported upon by independent 
certified public accountants.  Such financial statements are 
incorporated herein in reliance upon the report of that firm 
and upon their authority as experts in accounting and auditing.

    Indemnification of Directors and Officers.

    The Company's bylaws contain the broadest form of 
indemnification for its officers and directors and former 
officers and directors permitted under Florida law, including 
provisions to indemnify the Company's directors, officers, 
employees, and other agents against judgments, fines, amounts 
paid in settlement, and other expenses in connection with 
threatened, pending or completed suits, or proceedings against 
such persons by reason of serving or having served as 
directors, officers, employees or agents of the Company, except 
in relation to matters with respect to which they are 
determined to have not acted in good faith, or in a manner 
which they did not believe was in the best interest of the 
Company. 

    In addition, Florida law presently limits the personal 
liability of a corporate director for monetary damages, except 
where the director (i) breaches his or her fiduciary duties and 
(ii) such breach constitutes or includes certain violations of 
criminal law, a transaction from which the directors derived an 
improper personal benefit, certain unlawful distributions or 
certain other reckless, wanton or willful acts or misconduct.

Item 9. Undertakings.

    The undersigned Registrant hereby undertakes to:

    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 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.

    4.  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 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to 
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.

    Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors and officers 
or persons controlling the Company pursuant to the foregoing 
provisions, the Company has been informed that in the opinion 
of the Securities and Exchange Commission, such indemnification 
is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the 
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

    The Registrant.  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, thereunto duly authorized, in the City of Lantana, 
State of Florida, on January 26, 1996.

Chester County Security Fund, Inc. 

By: Robert C. Hackney                           
    Robert C. Hackney, Chief Executive Officer

    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 date indicated.

By: Robert C. Hackney                           
    Robert C. Hackney, CEO, Sole Director
    January 26, 1996


By: Raul E. Balsera                         
    Raul E. Balsera, Chief Financial Officer
    January 26, 1996


    The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the Plan 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, thereunto duly 
authorized, in the City of Lantana, State of Florida, on 
January 26, 1996.

Chester County Security Fund, Inc. 1996 Stock Plan

By: Robert C. Hackney
    Robert C. Hackney, Sole Director
    January 26, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56744}]
{"company-data": {"conformed-name": "NET LNNX INC", "cik": "0000793375", "assigned-sic": "6500", "irs-number": "231726390", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05862", "film-number": "00000000"}, "business-address": {"street1": "2240 WOOLBRIGHT ROAD", "street2": "STE 336", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426", "phone": "4077399151"}, "mail-address": {"street1": "2240 WOOLBRIGHT ROAD", "street2": "SUITE 336", "city": "BOYNTON", "state": "FL", "zip": "33426"}, "former-company": {"former-conformed-name": "CHESTER COUNTY SECURITY FUND INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 
26,1996
                                    Registration No.  
                          FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

             Chester County Security Fund, Inc.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
            
Pennsylvania                          23-1726390
_______________________________________________________________
(State or other jurisdiction of    (I. R. S. Employer 
 incorporation or organiza ion) Identification No.)

4781 North Congress Avenue, Lantana, Florida 33462
______________________________________________________________
(Address of Principal Executive Office)  (Zip Code)

Chester County Security Fund, Inc. 1996 Stock Plan
_______________________________________________________________
(Full title of the plan)

Robert C. Hackney, Esquire 
4521 PGA Blvd., Suite 264 Palm Beach Gardens, FL 33418
_______________________________________________________________
(Name and address of agent for service)

(407) 837-2913
_______________________________________________________________
Telephone number, including area code, of agent for service) 

Calculation of Registration Fee
______________________________________________________________
                                     Proposed
                         Proposed    maximum
Title of    Amount to be  maximum     aggregate       Amount of
securities   registered   offering   offering      registration
to be                    price per    price           fee
registered                 share

Common Stock  1 million     $5.50    $5,500,000        $ 1,897
(no par value) shares 

PROSPECTUS

                  Chester County Security Fund, Inc.
                     4781 North Congress Avenue
                       Lantana, Florida 33462
 
1996 Stock Plan

1,000,000 Shares of Common Stock, no par value

______________________

    All references herein to "Chester County" or the
"Corporation" mean Chester County Security Fund, Inc., unless 
otherwise indicated by the context.

    Chester County is hereby offering 1,000,000 shares of its 
Common Stock, no par value, ("Common Stock") to holders of 
options, awards of Common Stock or opportunities to purchase 
Common Stock granted or to be granted under the Corporation's 
1996 Stock Plan, which is described herein and the text of 
which is incorporated herein by reference, upon exercise of 
such options, or upon receipt of such Common Stock award or 
purchase of Common Stock, in accordance with the terms and 
conditions thereof.

________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________

The date of this Prospectus is January 26, 1996.

______________________________________________________________
    

    No dealer, salesman or other person has been authorized to 
give any information or to make any representations other than 
those contained in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having 
been authorized by the Corporation.  This Prospectus does not 
constitute an offer or solicitation by anyone in any state in 
which such offer or solicitation is not authorized, or in which 
the person making such offer or solicitation is not qualified 
to do so, or to any person whom it is unlawful to make such 
offer or solicitation.  The delivery of this Prospectus at any 
time does not imply that information herein is correct as of 
any time subsequent to the date hereof.

    THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE OF THIS PROSPECTUS.  STATEMENTS IN THIS PROSPECTUS AS 
TO THE PROVISIONS OF THE PLAN ARE NOT NECESSARILY COMPLETE AND 
IN EACH INSTANCE REFERENCE IS MADE TO THE COPY OF THE PLAN 
WHICH APPEARS AT APPENDIX A TO THE PROSPECTUS, AND EACH SUCH 
STATEMENT IN THIS PROSPECTUS IS QUALIFIED IN ALL SUCH RESPECTS 
BY SUCH REFERENCE.

Plan Information

    General Plan Information

    Chester County Security Fund, Inc., a Pennsylvania 
corporation, located at 4781 North Congress Avenue, Lantana, 
Florida 33462, is hereby offering 1,000,000 shares of its 
common stock, no par value, ("Common Stock") to holders of 
options, awards of Common Stock or opportunities to purchase 
Common Stock granted or to be granted under the Chester County
Security  Fund, Inc. 1996 Stock Plan (the "Plan").  All 
references herein to "Chester County," the "Company" or the 
"Corporation" mean Chester County Security Fund, Inc., unless 
otherwise indicated by the context.

    The Common Stock offered by this Prospectus is issuable 
upon exercise of Stock Rights (as defined below) granted under 
the Plan, which is described below.  The purpose of the Plan is 
to provide incentives to the employees of the Corporation, its 
parent (if any) and its present or future subsidiaries by 
providing them with opportunities to purchase stock in the 
Corporation pursuant to options which qualify as "incentive 
stock options" under Section 422A(b) of the Internal Revenue 
Code of 1986 (the "Code") ("ISO" or "ISOs").  The Plan is also 
intended to provide incentives to employees and consultants of 
the Corporation and any of its subsidiaries by providing them 
with (a) opportunities to purchase stock in the Corporation 
pursuant to options which do not qualify as ISOs ("Non-
Qualified Options"); (b) awards of stock in the Corporation 
("Awards"); and (c) opportunities to make direct purchases of
stock in the Corporation ("Purchases").  ISOs and Non-Qualified 
Options are sometimes collectively referred to herein as 
"Options".  ISOs, Non-Qualified Options, Awards and Purchases 
are collectively referred to herein as "Stock Rights".

    This Plan was adopted by the Board on January 20, 1996, 
and approved by the stockholders of the Corporation on January 
26, 1996 at the annual Meeting of Stockholders.  The Plan shall 
expire on January 20, 2005 (except as to Options outstanding on 
that date).  Stock Rights may be granted under the Plan prior 
to stockholder approval.  The Board may terminate or amend the 
Plan in any respect at any time, except that, without the 
approval of the stockholders obtained within 12 months before 
or after the Board adopts a resolution authorizing any of the 
following actions:  (a) the total number of shares that may be 
issued under the Plan may not be increased (except by 
adjustments pursuant to the Plan); (b) the provisions of the 
Plan regarding eligibility for grants of ISOs may not be 
modified (except by adjustment pursuant to the Plan); and (d) 
the expiration date of the Plan may not be extended.  Except as
provided in the Plan, in no event may action of the Board or 
Stockholders alter or impair the rights of a grantee, without 
his consent, under any Stock Right previously granted to him.

    The Plan is not an employee benefit plan which is subject 
to the provisions of the Employee Retirement Income Security 
Act of 1974, and the provisions of Section 401(a) of the Code 
are not applicable to the Plan.

    Participants may obtain additional information about the 
Plan and its administrators by writing to: Investor Relations, 
4781 North Congress Avenue, Lantana, FL 33462, or calling (407) 
837-3962.

    The Plan shall be administered by either (i) the Board of 
Directors of the Company (the "Board") so long as each Board 
member is a disinterested director, i.e. a director who is not, 
during the 1 year prior to service as an administrator of the 
Plan, or during such service, granted or awarded equity 
securities pursuant to the Plan or any other plan of the
Company or any of its affiliates; or (ii)  a Stock Plan 
Committee (the "Committee"), appointed by the Board, which 
shall consist of two or more disinterested directors. All 
references in this prospectus the "Committee" shall mean the 
Board if no Committee has been appointed.  

    Subject to the terms of the Plan, the Board of Directors 
has the authority to determine the persons to whom Stock Rights 
shall be granted (subject to certain eligibility requirements 
for grants of ISOs), the number of shares covered by each such 
grant, in respect to ISOs, Non-qualified Options and Purchases, 
the exercise or purchase price per share, the time or times at 
which Stock Rights shall be granted, and other terms and 
provisions governing the Stock Rights including the nature of 
such Stock Right as an ISO, Non-qualified Option, Award or 
Purchase, as well as the restrictions, if any, applicable to 
shares of Common Stock issuable upon exercise of Stock Rights.  
The interpretation or construction by the Board of Directors of 
the Plan or any Stock Right granted under it shall be final.  
The administrator of the Plan is the sole director,  who is
also the chief executive officer and beneficial owner of 
greater than 10% of the Company.

    If the Board appoints a Committee to administer the Plan, 
from time to time the Board may increase the size of the 
Committee and appoint additional members thereof, remove 
members (with or without cause) and appoint new members in 
substitution therefor, fill vacancies however caused, or remove 
all members of the Committee and thereafter directly administer 
the Plan.

    Securities to be Offered

    The Plan authorizes the grant of Stock Rights to acquire 
1,000,000 shares of Common Stock.  On January 25, 1996, the 
average last sale price of the Corporation's Common Stock as 
reported on the NASDAQ Bulletin board was $0.25 per share.

    The stock subject to Options, Awards and Purchases shall 
be authorized but unissued shares of Common Stock of the 
Company, no par value (the "Common Stock"), or shares of Common 
Stock reacquired by the Company in any manner.  The aggregate 
number of shares which may be issued pursuant to the Plan is 
1,000,000, subject to adjustment as provided in the Plan.  Any 
such shares may be issued as ISOs, Non-Qualified Options or 
Awards, or to persons or entities making Purchases, so long as 
the number of shares issued does not exceed such number, as 
adjusted.  If any Option granted under the Plan shall expire or 
terminate for any reason without having been exercised in full 
or shall cease for any reason to be exercisable in whole or in 
part, or if the Company shall reacquire any unvested shares 
issued pursuant to Awards or Purchases, the unpurchased shares 
subject to such Options and any unvested shares so reacquired 
by the Company shall again be available for grants of Stock 
Rights under the Plan.

    Employees Who May Participate in the Plan

    ISOs under the Plan may be granted to any employee of the 
Corporation or any Related Corporation (as defined in the 
Plan).  As of January 26, 1996, the Corporation and its 
subsidiaries had approximately ten (10) employees.  Officers 
and directors of the Corporation must also be employees in 
order to receive ISOs under the Plan. Non-qualified Options, 
Awards and Purchases may be granted to any director, officer, 
employee or consultant of the Corporation or any Related 
Corporation.  Non-Qualified Options, Awards and authorizations 
to make Purchases may be granted to any director (whether or 
not an employee), officer, employee or consultant of the 
Company or any Related Corporation.  The Committee may take 
into consideration a recipient's individual circumstances in 
determining whether to grant an ISO, a Non-Qualified Option or 
an authorization to make a Purchase.  Granting of any Stock 
Rights to any individual or entity shall neither entitle that 
individual or entity to, nor disqualify him from, participation 
in any other grant of Stock Rights.

    Purchase of Securities Pursuant to the Plan and Payment 
for Securities  Offered

    Eligible employees may elect to participate in the Plan at 
any time prior to the Plan's termination.

    Stock Rights may be granted under the Plan at any time on 
or after January 20, 1996 and prior to January 20, 2005.  The 
Board of Directors may, with the consent of the holder of an 
ISO, convert an ISO granted under the Plan to a Non-qualified 
Option.  Awards and the price of Purchases shall be at fair 
market value as determined by the Board of Directors.

    The exercise price per share of Non-qualified Options 
granted under the Plan cannot be less than the lesser of the 
book value per share of Common Stock as of the end of the 
preceding fiscal year or 50% of the fair market value per share 
of Common Stock on the date of grant.

    The exercise price per share of ISOs granted under the 
Plan cannot be less than the fair market value of the Common 
Stock on the date of grant, or, in the case of ISOs granted to 
employees holding more than ten percent of the total combined 
voting power of all classes of stock of the Corporation or any 
Related Corporation, 110% of the fair market value of the 
Common Stock on the date of grant.

    The Plan provides that each Option shall expire on the 
date specified by the Board of Directors, but not more than 
five years from its date of grant in the case of ISOs and five 
years and one day in the case of Non-qualified Options.  
However, in the case of any ISO granted to an employee owning 
more than ten percent of the total combined voting power of all 
classes of stock of the Corporation or any Related Corporation 
such ISO shall expire on the date specified by the Board of 
Directors, but not more than five years from its date of grant.

    Each Option granted under the Plan shall be exercisable as 
follows:

A.  The Option shall either be fully exercisable at the time 
of grant or shall become exercisable in such installments as 
the Board of Directors may specify.

B.  Once an installment becomes exercisable it shall remain 
exercisable until expiration or termination of the Option, 
unless otherwise specified by the Board of Directors.

C.  Each Option may be exercised from time to time, in whole 
or in part, up to the total number of shares with respect to 
which it is then exercisable.

D.  The Board of Directors shall have the right to accelerate 
the date of exercise of any installment.  (Subject to the 
$100,00 per year limit on the fair market value of ISOs granted 
to any employee which may become exercisable in any calendar 
year).

    In no event may the aggregate fair market value 
(determined on the date of grant of an ISO) of Common Stock for 
which ISOs granted to any employee are exercisable for the 
first time by such employee during any calendar year (under all 
stock option plans of the Corporation and any Related 
Corporation) exceed $100,000; any portion of an ISO grant that 
exceeds such $100,000 limit will be treated for tax purposes as 
a Non-qualified Option.  Otherwise, there is no restriction as 
to the maximum or minimum amount of options an employee may 
receive.  

    A Stock Right (or any part or installment thereof (shall 
be exercised by giving written notice to the Company at its 
principal office address.  Such notice shall identify the Stock 
Right being exercised and specify the number of shares to which 
such Stock Right is being exercised, accompanied by full 
payment of the purchase price therefor either (a) in United 
States dollars in cash  or by check, or (b) at the discretion 
of the Committee, through delivery of shares of Common Stock 
having a fair market value equal as of the date of the exercise 
to the cash exercise price of the Stock Right, or (c) at the 
discretion of the Committee, by delivery of the grantee's 
personal recourse note bearing interest payable not less than 
annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274 (d) of the Code, or (a), (b), 
and (c) above.  If the Committee exercises its discretion to 
permit payment of the exercise price of an ISO by means of the 
methods set forth in clauses (b), (c), or (d) of the preceding 
sentence, such discretion shall be exercised in writing at the 
time of the grant of the ISO in question.  The holder of a 
Stock Right shall not have the rights of a shareholder with 
respect to the shares covered by his Stock Right until the date 
of issuance of a stock certificate to him for such shares.  
Except as expressly provided in the Plan with respect to 
changes in capitalization and stock dividends, no adjustment 
shall be made for dividends or similar rights for which the 
record date is before the date such stock certificate is 
issued.

    Status reports will be provided from time to time by the 
Board of directors to participating employees regarding the 
amount and status of their accounts.

    The stock subject to Options, Awards and Purchases under 
the Plan shall be authorized but unissued shares of Common 
Stock of the Company, no par value (the "Common Stock"), or 
shares of Common Stock reacquired by the Company in any manner. 
No fees commissions or other charges shall be paid.

    Resale Restrictions.

    This Prospectus is not available for reoffers or resales 
of Common Stock acquired under the Plan by persons who are 
deemed to be "affiliates" of the Corporation, as that term is 
defined in Rule 405 under the Securities Act of 1933, as 
amended (the "Act").  Such reoffers or resales by affiliates 
may be made only pursuant to a separate prospectus, (the 
"reoffer prospectus") or an exemption from registration, 
including pursuant to Rule 144.

    Tax Effects of Plan Participation.

A.  Incentive Stock Options.  The following general rules are 
applicable for Federal income tax purposes under the existing 
law to employees who receive and exercise ISO's granted under 
the Plan:

1.  If the optionee does not own stock possessing more than 
10% of the total voting power of the stock of the Corporation 
or any Related Corporation (as defined in the Plan), or if the 
optionee owns stock possession more than 10% of the total 
voting power of the stock of the Corporation or any Related 
Corporation and the exercise price is at least 110% of the fair 
market value per share of the Corporation's Common Stock at the 
date of grant, no taxable income results to the optionee upon 
the grant of an ISO or upon the issuance of shares to him or 
her upon exercise of the ISO.

2.  No tax deduction is allowed to the Corporation upon either 
grant or exercise of an ISO under the Plan.

3.  If shares acquired upon exercise of an ISO are not 
disposed of prior to the later of (i) two years following the 
date the option was granted or (ii) one year following the date 
shares are transferred to the optionee pursuant to the ISO 
exercise, the difference between the amount realized on any 
subsequent disposition of the shares and the exercise price 
will be treated as capital gain or loss to the optionee.

4.  If shares acquired upon exercise or an ISO are disposed of 
before the expiration of one or both  of the requisite holding 
periods (a "Disqualifying Disposition"), then in most cases the 
lesser of (i) any excess of the fair market value of the shares 
at the time of exercise of the ISO over the exercise price of 
(ii) the actual gain on disposition, will be treated as 
compensation to the optionee and will be taxed as ordinary 
income in the year of such disposition.

5.  In any year that an optionee recognized compensation 
income on a Disqualifying Disposition of stock acquired by 
exercising an ISO, the Corporation will be entitled to a 
corresponding deduction for income tax purposes if it satisfied 
certain withholding requirements.

6.  Any excess of the amount realized by the optionee as the 
result of a Disqualifying Disposition over the sum of (i) the 
exercise price and (ii) the amount of ordinary income 
recognized under the above rules will be treated as either 
long-term or short-term capital gain, depending upon the time 
elapsed between receipt and disposition of the shares disposed 
of.

    An optionee may be entitled to exercise an ISO by 
delivering share of the Corporation's Common Stock ("old 
stock") to the Corporation in exchange for the Common Stock 
received upon exercise of the ISO ("option stock"), if the 
optionee's ISO agreement so provides.  In general, if an 
optionee exchanges old stock for option stock instead of, or in 
addition to, paying part or all of the exercise price in cash, 
no gain or loss will be recognized with respect to the exchange 
of the old stock, and shares acquired upon exercise of the ISO 
will  not be subject to tax as explained above until the share 
are sold.  However, an exception exists to this rule when the 
old stock is :statutory option stock" (as defined below) that 
has been held for a period less than the applicable holding 
periods under the Code.  In that event, the optionee will 
realize ordinary compensation income with respect to the old 
stock in an amount equal to the lesser of (i) the excess of the 
fair market value of the option stock on the date of exercise 
of the ISO over the basis of the old stock, or (ii) the fair 
market value of the old stock on the date it was originally 
exercised over the original option exercise price.  "Statutory 
option stock" consists of stock acquired through the exercise 
of a "qualified stock option", "Incentive stock option", an 
option acquired under an "employee stock purchase plan" or a 
"restricted stock option", as these terms are defined in the 
Code.  Further, if the old stock used to exercise an ISO is 
Restricted Stock may be treated as the lapse of the 
restrictions imposed on such restricted Stock under the rules 
discussed below, and the optionee may recognize income as a 
result.

B.  Non-qualified Stock Options.  A Non-qualified Option 
granted under the Plan is taxed in accordance with Section 83 
of the Code and the Regulations issued thereunder.  The 
following general rules are applicable to holder of such 
options and to the Corporation for Federal income tax purposes 
under existing law, based upon the assumptions that (i) the 
options do not have a readily ascertainable fair market value 
at the date of grant, and (ii) the Common Stock acquired by 
exercising the Non-qualified Option is either transferable or 
not subject to a substantial risk of forfeiture (as defined in 
Regulations under Section 83 of the Code).

1.  The optionee does not realize any taxable income upon the 
grant of an Option, and the Corporation is not allowed a 
business expense deduction by reason of such grant.

2.  The optionee will recognize ordinary compensation income 
at the time of exercise of the option in an amount equal to the 
excess, if any, of the fair market value of the shares on the 
date of exercise over the exercise price.  In accordance with 
the Regulations under the Code and applicable state law, the 
Corporation will require the optionee to pay to the Corporation 
an amount sufficient to satisfy withholding taxes in respect of 
such compensation income at the time of the exercise of the 
option.  If the Corporation withholds stock to satisfy this 
withholding tax obligation, instead of cash, the optionee 
nonetheless will be required to include in income the fair 
market value of the stock withheld.

3.  When the optionee sells the shares, he or she will 
recognize a capital gain or loss in an amount equal to the 
difference between the amount realized upon the sale of the 
shares and his or her basis in the shares (i. e., the exercise 
price plus the amount taxed to the optionee as compensation 
income).  If the optionee holds the shares for longer than the 
statutory holding period, this gain or loss will be a long-term 
capital gain or loss.  The statutory holding period is one 
year.

4.  In general, the Corporation will be entitled to a tax 
deduction in the year in which compensation income is 
recognized by the optionee.

    An optionee may be entitled to exercise a  Non-qualified 
Option by delivering old stock to the Corporation in exchange 
for the Common Stock received upon exercise of the option 
("nonqualified option stock"), if the optionee's Non-qualified 
Option agreement so provides.  In general, if an optionee 
exchanges old stock for nonqualified option stock instead of, 
or in addition to, paying part or all of the exercise price in 
cash, no gain or loss will be recognized with respect to the 
exchange of the old stock.  The optionee will recognize  
ordinary compensation income, however, in an amount equal to 
the excess, if any, of the fair market value of the old stock 
(at the time of exercise) surrendered to acquire the 
nonqualified option is Restricted Stock (as defined below), and 
the Common Stock acquired on exercise of the nonqualified stock 
option is not subject to restrictions substantially similar to 
those imposed on such Restricted Stock will be treated as the 
lapse of the restrictions imposed on such Restricted Stock 
under the rules discussed below, and the optionee may recognize 
income as a result.

C.  Special Rules for Restricted Stock.  Common stock that is 
subject to restrictions on transfer and also to a substantial 
risk of forfeiture (as defined in Regulations under Section 83 
of the Code), referred to herein as "restricted Stock"., is 
subject to special tax rules.  If the Common Stock acquired on 
the exercise on a Non-qualified Option or pursuant to an Award 
or Purchase is Restricted Stock, the amount of income 
recognized by the optionee generally will be determined as of 
the time the restrictions lapse, and will be equal to the 
difference between the amount paid for the Restricted Stock and 
the fair market value of the Restricted Stock at that time.  In 
that case, the payment to the Corporation of withholding taxes 
will be required as the income arises, i. e., at the time the 
transfer restrictions on the stock lapse or the substantial 
risk of forfeiture no longer exists.  Officers and directors of 
the Corporation who exercise nonqualified options (or who make 
disqualifying dispositions of stock acquired upon exercise of 
an ISO) receive stock treated as Restricted Stock because of 
certain securities law rules applicable to such optionees.

    If an optionee transfers Restricted Stock to the 
Corporation to exercise an ISO, the restrictions on such 
Restricted Stock will be deemed to have lapsed on the date of 
transfer, and the optionee may recognize income at that time.  
Similarly, if the optionee transfers Restricted Stock to the 
Corporation to exercise a Non-qualified Option, and the stock 
received by the optionee on exercise is not subject to 
restrictions substantially similar to those imposed on such 
Restricted Stock, the restrictions on that Restricted Stock 
will be deemed to have lapsed on the date of transfer, and the 
optionee may recognize income at that time.  Restricted Stock 
acquired by exercising an ISO generally is not subject to the 
rules of Section 83, but rather to the rules discussed above 
for ISOs.

    Under Section 83(b) of the Code, an election is available 
to the optionee to include in gross income, in the taxable year 
that Restricted Stock is first transferred to the optionee, the 
amount of any excess of the fair market value (as determined 
under Section 83) of the Restricted Stock over the amount (if 
any) paid for such stock.  The election must be made within 30 
days after the Restricted Stock is transferred to the optionee.  
If this election is made, no further tax liability will arise 
at the time the transfer restrictions on the Restricted Stock 
lapse or the substantial risk of forfeiture no longer exists.  
However, of shares of Restricted Stock for which a Section 
83(b) election is in effect are forfeiture while such shares 
are both nontransferable and subject to a substantial risk of 
forfeiture, the loss realized by the optionee on the 
forfeiture, for tax purposes, is limited to the amount paid for 
such shares (not including any compensation income recognized 
by the optionee at the time of transfer) less any amount 
realized by the optionee on such forfeiture.

D.  Awards and Purchases.  The receipt of Common Stock of the 
Corporation pursuant to an Award or Purchase made under the 
Plan is taxed in accordance with the rules of Section 83 of the 
Code and the Regulations issued thereunder.  These rules are 
discussed above under Nonqualified Stock Options and Special 
Rules for Restricted Stock.  For purposes of applying the 
principals of Section 83 to Awards and Purchases (rather than 
to the exercise of Non-qualified Options as discussed above), 
(i) the "time of exercise" is equivalent to the time of Award 
or Purchase, (ii) the "exercise price" with respect to an Award 
is zero, and (iii) the "exercise price" with respect to a 
Purchase is the price paid for the Common Stock acquired by 
that Purchase.

E.  Capital Gains.  Long-term gains generally will be subject 
to Federal income tax at the same rates as ordinary income.

F.  Minimum Tax.  In addition to the tax consequences 
described above, the exercise of ISOs granted under the Plan 
may result in a further "minimum tax" under the Code, as 
follows:  The Code provides that an "alternative minimum tax" 
(at rates between 26%-28%) will be applied against a taxable 
base which is equal to regular taxable income, adjusted for 
certain limited deductions and losses, increased by items of 
tax preference, and reduced by a statutory exemption ($33,750 
for single individuals and $45,000 for joint return filers and 
surviving spouses and $22,000 for married persons filing 
separately, estates and trusts).  The statutory exemption is 
phased out for certain higher income taxpayers.  The bargain 
element at the time of exercise of an ISO, i. e., the amount by 
which the value of the Common Stock received upon exercise of 
the ISO exceeds the exercise price, constitutes an item of tax 
preference for purposes of the alternative minimum tax.  For 
purposes of determining alternative minimum taxable income (but 
not regular taxable income) for any subsequent year in which 
the taxpayer sells the stock acquired by exercise of the ISO, 
the basis of such stock will be its fair market value at the 
time the ISO was exercised.  A taxpayer is required to pay the 
higher of his regular tax liability or the alternative minimum 
tax.  A taxpayer who pays alternative minimum tax attributable 
to the exercise of an ISO may be entitled to a tax credit 
against regular tax liability in later years.

G.  Incentive Stock Option Changes.  The Tax Reform Act of 
1986 replaced the limitation (contained in prior law) on the 
aggregate amount of ISOs which can be granted to an employee in 
any calendar year with a limitation on the amount of ISOs which 
can become first exercisable in any calendar year.  Also, the 
Act repealed the sequential exercise rule of prior law, 
effective for incentive stock options granted after 1986.  The 
Plan incorporates the changes made by the Act.

    Withdrawal From the Plan; Assignment of Interest

    Non-qualified Options are subject to such termination and 
cancellation provisions as may be determined by the Board of 
Directors.

    Only the optionee may exercise an Option; no assignment or 
transfers are permitted, except that an Option may be 
transferred by will or by the laws of descent and distribution.

    Forfeitures and Penalties

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations other than by reason of death or 
disability as defined in paragraph 10, no further installments 
of his ISOs shall become exercisable, and his ISOs shall 
terminate after the passage of 60 days from the date of 
termination of his employment, but in no event later than on 
their specified expiration dates, except to the extent that 
such ISOs (or unexercised installments thereof) have been 
converted into Non-Qualified Options pursuant to the Plan.  
Leave of absence with written approval of the Board of 
Directors shall not constitute an interruption of employment 
provided that such approval contractually requires the 
Corporation to continue the employment of the employee after 
the leave of absence.  Employment shall also be considered as 
continuing uninterrupted during any other bona fide leave of 
absence (including illness, military obligations or 
governmental service) provided such leave does not exceed 90 
days or, if longer, any period during which the employer's 
right to reemployment is guaranteed by statute.  Nothing in the 
Plan shall be deemed to give any grantee of Stock Rights the 
right to be retained in employment by the Corporation or a 
Related Corporation for any period of time.  Stock Rights 
granted under the Plan shall not be affected by any change of 
employment among the Corporation and a Related Corporation so 
long as the optionee continues to be an employee of the 
Corporation or a Related Corporation.  

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations by reason of his death, any ISO of 
his may be exercised, to the extent of the number of shares 
with respect to which he could have exercised it on the date of 
his death, by his estate, personal representative or 
beneficiary who has acquired the ISO by will or by the laws of 
descent and distribution, at any time prior to the earlier of 
the ISO's specified expiration date or 180 days from the date 
of the optionee's death.

    If an ISO optionee ceases to be employed by the Company 
and all Related Corporations by reason of his disability, he 
shall have the right to exercise any ISO held by him on the 
date of termination of employment, to the extent of the number 
of shares with respect to which he could have exercised it on 
that date, at any time prior to the earlier of the ISO's 
specified expiration date or 180 days from the date of the 
termination of the optionee's employment. 

The Committee, at the written request of any optionee, may in 
its discretion take such actions as may be necessary to convert 
such optionee's ISOs (or any installments or portions of 
installments thereof) that have not been exercised on the date 
of conversion into Non-Qualified Options at any time prior to 
the expiration of such ISOs, regardless of whether the optionee 
is an employee of the Company or a Related Corporation at the 
time of such conversion.  Such actions may include, but not be 
limited to, extending the exercise period or reducing the 
exercise price of the appropriate installments of such options.  
At the time of such conversion, the Committee (with the consent 
of the Optionee) may impose such conditions on the exercise of 
the resulting Non-Qualified Options as the Committee in its 
discretion may determine, provided that such conditions shall 
not be inconsistent with this Plan.  Nothing in the Plan shall 
be deemed to give any optionee the right to have such 
optionee's ISOs converted into Non-Qualified Options, and no 
such conversion shall occur until and unless the Committee 
takes appropriate action.  The Committee, with the consent of 
the optionee, may also terminate any portion of any ISO that 
has not been exercised at the time of such termination.

    Outstanding Stock Rights are subject to adjustment as 
described in the Plan under "Changes in Stock; Recapitalization 
and Reorganization".  Pursuant to the terms of the Plan, shares 
subject to Stock Rights which for any reason expire or are 
terminated unexercised as to such shares may again be the 
subject of a grant under the Plan.

    Exercise of an Option under the Plan is effected by a 
written notice of exercise delivered to the Corporation at its 
principal office together with payment for the shares in full 
in cash or by check, or if authorized by the Board of Directors 
in its discretion at the time of grant, in part or in full by 
tendering shares of Common Stock of the Corporation or a full 
recourse promissory note.  Such written notice shall also 
identify the Option being exercised and specify the number of 
share as to which the Option is being exercised.

    By allowing payment of the exercise price by delivering 
shares of the Corporation, the Plan enables a participant to 
increase his or her equity ownership in the Corporation without 
a significant capital contribution.  For example, assume that 
the optionee has outstanding Options to purchase 100 shares of 
the Corporation's stock at an exercise price of $5 per share 
and that the stock is currently selling at $10 per share.  One 
share could be submitted for the receipt of two shares, which 
could in turn be immediately resubmitted for the receipt of 
four shares.  There successive exchanges could theoretically 
continue until all available Options were exercised.  The 
result, under this example, would be that an optionee would 
obtain the value of the spread of $500 between the stock's 
option exercise price and its market value without any cash 
contribution and an investment equivalent only to the exercise 
price of one share.

    While the use of the stock payment method offers 
significant advantages to an optionee, it is subject to certain 
restrictions.  Under recent amendments to the Code, the use of 
the stock payment method will result in unfavorable tax 
treatment to the optionee where the exchanged shares were 
acquired under incentive stock options or certain other tax-
advantaged plans and the applicable period for disqualifying 
dispositions has not expired.  In addition, under accounting 
principals, a charge against the Corporation's income may be 
necessary for Options exercised by the use of the stock payment 
method.

    In the event shares of Common Stock of the Corporation 
shall be subdivided or combined into a greater or smaller 
number of shares or if, upon a merger, consolidation, 
reorganization, split-up, liquidation, combination, 
recapitalization or the like of the Corporation, the shares of 
the Corporation's Common Stock shall be exchanged for other 
securities of the Corporation or of another corporation, each 
optionee shall be entitled to purchase such number of shares of 
Common Stock or amount of other securities of the Corporation 
or such other corporation as were exchangeable for the number 
of shares of Common Stock of the Corporation which such 
optionee would have been entitled to purchase except for such 
action, and appropriate adjustments shall be made in the 
purchase price per share to reflect such subdivision, 
combination, or exchange.  If any person holding restricted 
Common Stock obtained by the exercise of an Option or by a 
Purchase or Award receives new, additional or different 
securities in connection with any corporate transaction 
described in this paragraph, such new securities shall be 
subject to all of the conditions and restrictions applicable to 
the Common Stock  with respect to which the new securities were 
issued.

    In the event the Corporation shall issue any of its shares 
as a stock divided upon or with respect to the shares of stock 
of the class which shall at the time be subject to Option, each 
optionee upon exercising such an Option shall be entitled to 
receive (for the purchase price paid upon such exercise) the 
shares as to which he is exercising  his Option and, in 
addition thereto (at no additional cost), such number of shares 
of the class or classes in which such stock dividend or 
dividends were declared or paid, and such amount of cash in 
lieu of fractional shares, as he would have received if he had 
been the holder of the shares as to which he is exercising his 
Option at all times between the date of grant of such option 
and the date of its exercise.

    Upon the happening of any of the foregoing events, the 
class and aggregate number of shares reserved for issuance upon 
the exercise of options under the Plan shall also be 
appropriately adjusted to reflect the events described  above.  
Notwithstanding the foregoing, in respect to ISOs, the 
adjustments described above shall be made only after the Board 
of Directors, in consultation with legal counsel, determines 
that such adjustments shall not constitute a modification of 
such ISOs or would cause adverse tax consequences to the 
holders of ISOs.

    The Board of Directors may terminate or amend the Plan in 
any respect at any time, except that, without the prior 
approval of the holders of a majority of the outstanding shares 
of Common Stock, (a) the total number of shares that may be 
issued under the Plan may not be increased except as previously 
described under "Changes in Stock; Recapitalization and 
Reorganization", (b) the provisions regarding eligible 
employees may not be modified; (c) the provisions regarding the 
exercise price at which shares may be offered pursuant to ISOs 
(except by adjustment referred to above); and (d) the 
expiration date of the Plan may not be extended.  No action of 
the Board of Directors or shareholders, however, may, without 
the consent of an optionee, alter or impair his rights under 
any option previously granted to him.

    Charges and Deductions and Liens Therefor

    Upon the exercise of a Non-Qualified Option, the grant of 
an Award, the making of a Purchase of Common Stock for less 
than its fair market value, the making of a Disqualifying 
Disposition or the vesting of restricted Common Stock acquired 
on the exercise of a Stock Right hereunder, the Company, in 
accordance with Section 3402(a) of the Code, may require the 
optionee, Award recipient or purchaser to pay additional 
withholding taxes in respect of the amount that is considered 
compensation includible in such person's gross income.  The 
Committee in its discretion may condition (i) the exercise of 
an Option, (ii) the grant of an Award, (iii) the making of a 
Purchase of Common Stock for less than its fair market value, 
or (iv) the vesting of restricted Common Stock acquired by 
exercising a Stock Right on the grantee's payment of such 
additional withholding taxes.

    A Stock Right (or any part or installment thereof (shall 
be exercised by giving written notice to the Company at its 
principal office address.  Such notice shall identify the Stock 
Right being exercised and specify the number of shares to which 
such Stock Right is being exercised, accompanied by full 
payment of the purchase price therefor either (a) in United 
States dollars in cash or by check, or (b) at the discretion of 
the Committee, through delivery of shares of Common Stock 
having a fair market value equal as of the date of the exercise 
to the cash exercise price of the Stock Right, or (c) at the 
discretion of the Committee, by delivery of the grantee's 
personal recourse note bearing interest payable not less than 
annually at no less than 100% of the lowest applicable Federal 
rate, as defined in Section 1274 (d) of the Code, or (a), (b), 
and (c) above.  If the Committee exercises its discretion to 
permit payment of the exercise price of an ISO by means of the 
methods set forth in clauses (b), (c), or (d) of the preceding 
sentence, such discretion shall be exercised in writing at the 
time of the grant of the ISO in question.  The holder of a 
Stock Right shall not have the rights of a shareholder with 
respect to the shares covered by his Stock Right until the date 
of issuance of a stock certificate to him for such shares.  
Except as expressly provided in the Plan with respect to 
changes in capitalization and stock dividends, no adjustment 
shall be made for dividends or similar rights for which the 
record date is before the date such stock certificate is 
issued.

    Additional Information.

    The proceeds received by the Corporation from the sale of 
shares pursuant to the Plan shall be used for general corporate 
purposes.  The Corporation's obligation to deliver shares is 
subject to the approval of any governmental authority required 
in connection with the sale or issuance of such shares.  The 
exercise of Non-qualified  Options, Awards or Purchases for 
less than fair market value may require the holders to 
recognize ordinary income and pay additional withholding taxes 
in respect of such income, and the Board of Directors may 
condition the grant or exercise of an Option, Award or Purchase 
on the payment to the Corporation of such taxes.  An employee 
is required to notify the Corporation in the event that he 
disposes of stock acquired on the exercise of an ISO prior to 
the later of two years from the date  of grant  or one year 
from the date of exercise of the ISO.  Unless terminated 
earlier by the Board of Directors, the Plan will expire on 
January 20, 2005.

Registrant Information and Employee Plan Annual Information.

    Chester County Security Fund, Inc. is subject to the 
informational requirements of the Securities Exchange Act of 
1934 (the "Exchange Act") and in accordance therewith files 
reports and other information with the Securities and Exchange 
Commission.  Such reports and other information may be 
inspected and copied at the Public Reference Room of the 
Commission, 450 5th Street, N.W., Room 1024, Washington, D. C. 
20549, and at the Commission's regional offices in New York (26 
Federal Plaza, New York, New York 10007), Chicago (Everett 
McKinley Dirksen Building, 219 South Dearborn Street, Chicago, 
Illinois 60604) and Los Angeles (5757 Wilshire Blvd., Suite 500 
East, Los Angeles, California 90036-3648).  Copies of such 
material can also be obtained from the Public Reference Section 
of the Commission, Washington,   D. C. 20549 at prescribed 
rates. 

Incorporation of Certain Documents by Reference

    The following documents filed with the Securities and 
Exchange Commission by the Company are incorporated herein by 
reference as of their respective dates as set forth therein:

(a) The Corporation's Form 10-K for the fiscal year ended 
December 31, 1994.

(b) The Corporation's Form 8-K dated January 8, 1996.

(c) The Corporation's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995, June 30, 1995, and September 30, 
1995.

    All documents subsequently filed by the Corporation 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 after the date hereof and prior 
to the filing of an post-effective amendment which indicates 
that all securities offered herein have been sold or which 
registers all such securities remaining unsold shall be deemed 
to be incorporated herein by reference and to be a part hereof 
from the date of filing of such documents.

    The Corporation will provide without charge to each person 
to whom a Prospectus is delivered, upon written oral request of 
such person, a copy of any and all documents described above 
(other than exhibits to such documents).  Such requests should 
be addressed to:

Investor Relations
Chester County Security Fund, Inc.
4781 North Congress Avenue
Lantana, FL 33462
(407) 837-3962

Report to Shareholders

    The Corporation furnishes its stockholders with annual 
reports containing consolidated financial statements that have 
been examined and reported upon, with an opinion expressed by 
independent certified public accountants, and quarterly reports 
containing unaudited summaries of financial information for the 
first three quarters of each fiscal year.

PART II

INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Incorporation of Documents by Reference.

    The following documents filed with the Securities and 
Exchange Commission by the Company are incorporated herein by 
reference as of their respective dates as set forth therein:

(a) The Corporation's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1994.

(b) The Corporation's Form 8-K dated January 8, 1996.

(c) The Corporation's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995, June 30, 1995, and September 30, 
1995.

    All documents subsequently filed by the Corporation 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 after the date hereof and prior 
to the filing of an post-effective amendment which indicates 
that all securities offered herein have been sold or which 
registers all such securities remaining unsold shall be deemed 
to be incorporated herein by reference and to be a part hereof 
from the date of filing of such documents.

Report to Shareholders

    The Corporation furnishes its stockholders with annual 
reports containing consolidated financial statements that have 
been examined and reported upon, with an opinion expressed by 
independent certified public accountants, and quarterly reports 
containing unaudited summaries of financial information for the 
first three quarters of each fiscal year.

Description of Common Stock

    The Corporation is authorized to issue 20,000,000 shares 
of Common Stock, no par value.  Each share of Common Stock is 
entitled to share pro rata in dividends and distributions, if 
any, with respect to the Common Stock, when and if declared by 
the Board of Directors, from funds legally available therefor.  
Under its loan agreement with the Bank of New England, the 
Corporation cannot pay any dividends without the prior consent 
of said Bank.  No holder of any shares of Common Stock has any 
preemptive or similar right to subscribe for any securities of 
the Corporation.  Upon liquidation, dissolution or winding up 
of the Corporation and after payment of creditors, the assets 
will be divided pro rata on a share-for-share basis among the 
holders of the shares of Common Stock.  The holders of shares 
of Common Stock are not entitled to cumulative voting in the 
election of Directors; they are entitled to one vote per share 
with respect to all matters that are required by law to be 
submitted to stockholders, including the election of Directors.  
Accordingly, stockholders representing more than 50% of the 
outstanding shares will have the ability to elect all of the 
Directors.

    Interests of Named Experts and Counsel.

Legal Opinion 

    The validity of the Common Stock offered hereby has been 
passed upon by Robert C. Hackney & Associates, Chartered, a 
Florida professional services corporation, 4521 P. G. A. Blvd., 
Suite 264, Palm Beach Gardens, FL 33418, counsel to the 
Company.  Robert C. Hackney, President of the Company, is a 
partner in such firm.

Experts

    The audited financial statements and schedules 
incorporated by reference from the Corporation's Form 10-K for 
the fiscal year ended December 31, 1994 and incorporated herein 
by reference were examined and reported upon by independent 
certified public accountants.  Such financial statements are 
incorporated herein in reliance upon the report of that firm 
and upon their authority as experts in accounting and auditing.

    Indemnification of Directors and Officers.

    The Company's bylaws contain the broadest form of 
indemnification for its officers and directors and former 
officers and directors permitted under Florida law, including 
provisions to indemnify the Company's directors, officers, 
employees, and other agents against judgments, fines, amounts 
paid in settlement, and other expenses in connection with 
threatened, pending or completed suits, or proceedings against 
such persons by reason of serving or having served as 
directors, officers, employees or agents of the Company, except 
in relation to matters with respect to which they are 
determined to have not acted in good faith, or in a manner 
which they did not believe was in the best interest of the 
Company. 

    In addition, Florida law presently limits the personal 
liability of a corporate director for monetary damages, except 
where the director (i) breaches his or her fiduciary duties and 
(ii) such breach constitutes or includes certain violations of 
criminal law, a transaction from which the directors derived an 
improper personal benefit, certain unlawful distributions or 
certain other reckless, wanton or willful acts or misconduct.

Item 9. Undertakings.

    The undersigned Registrant hereby undertakes to:

    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 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.

    4.  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 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to 
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.

    Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors and officers 
or persons controlling the Company pursuant to the foregoing 
provisions, the Company has been informed that in the opinion 
of the Securities and Exchange Commission, such indemnification 
is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the 
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

    The Registrant.  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, thereunto duly authorized, in the City of Lantana, 
State of Florida, on January 26, 1996.

Chester County Security Fund, Inc. 

By: Robert C. Hackney                           
    Robert C. Hackney, Chief Executive Officer

    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 date indicated.

By: Robert C. Hackney                           
    Robert C. Hackney, CEO, Sole Director
    January 26, 1996

By: Raul E. Balsera                         
    Raul E. Balsera, Chief Financial Officer
    January 26, 1996

    The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the Plan 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, thereunto duly 
authorized, in the City of Lantana, State of Florida, on 
January 26, 1996.

Chester County Security Fund, Inc. 1996 Stock Plan

By: Robert C. Hackney
    Robert C. Hackney, Sole Director
    January 26, 1996