As filed with the Securities and Exchange Commission on December 12, 1997.

                              Registration No. 33-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           Chester Valley Bancorp Inc.
     -----------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                                  Pennsylvania
     -----------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2598554
     -----------------------------------------------------------------------
                        (IRS Employer Identification No.)

                 100 E. Lancaster Avenue, Downingtown, PA 19335
     -----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Chester Valley Bancorp Inc. 1997 Stock Option Plan
     -----------------------------------------------------------------------
                            (Full title of the plan)

                   Ellen Ann Roberts, Chief Executive Officer
                           Chester Valley Bancorp Inc.
                             100 E. Lancaster Avenue
                              Downingtown, PA 19335
     -----------------------------------------------------------------------
                     (Name and address of agent for service)

                                  215-269-9700
     -----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            David S. Petkun, Esquire
                       Schnader Harrison Segal & Lewis llp
                                   Suite 3600
                               1600 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 751-2146


<PAGE>
                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>     <C>              <C>             <C>                 <C>                      <C>
   Title of               Amount to      Proposed Maximum      Proposed Maximum        Amount of
  Securities              be             Offering Price        Aggregate Offering      Registration
    to be                 Registered     per Share             Price                   Fee
  Registered
-------------            ------------    ----------------      ------------------      ------------

Common Stock, par          150,000       $27.1875(*)           $4,078,125(*)           $1,203.05(*)
value $1.00 per share      shares

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

     (*) Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule 457(h),  based upon the average of the high and low prices
of a share of Common Stock at December 9, 1997, which was $27.1875 per share.

     The  approximate  date of proposed  sale to the public will be from time to
time upon exercise of options granted pursuant to the Plan.
</TABLE>



























                                      -2-

<PAGE>

                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference.


     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference herein and made a part hereof:

     (a) The annual report of the Company on Form 10-KSB for the year ended June
30, 1997;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above;

     (c) The Description of Securities  contained in the Company's  Registration
Statement on Form S-4 (File No.  33-30433)  filed with the  Commission in August
10, 1989.

     In  addition,  any and all  documents  filed  by the  Company  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the  termination  of the offering of the securities
offered hereby shall be deemed to be incorporated by reference  herein and to be
a part hereof from the date of filing such documents. Any statement contained in
this  Registration  Statement or in a document  which also is or is deemed to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  by reference  herein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.


     As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.

Item 5.  Interests of Named Experts and Counsel.


          None.

Item 6.  Indemnification of Directors and Officers.


     The Company's Bylaws provide that the Company will indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, including actions by or in the right of
the Company, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent


<PAGE>

of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines,  excise taxes and amounts paid in settlement actually
and reasonably  incurred by such person in connection with such action,  suit or
proceeding to the full extent  permissible  under  Pennsylvania  law.  Statutory
authority  for  such  indemnification  is  contained  in  Subchapter  D  of  the
Pennsylvania Business Corporation Law of 1988 (as amended).

     Reasonable expenses incurred by an officer, director,  employee or agent of
the  Company  in  defending  a civil  or  criminal  action,  suit or  proceeding
described  above may be paid by the Company in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such person to repay such amount if it shall  ultimately be determined
that the person is not entitled to be indemnified by the Company.

     The duties of the  Company to  indemnify  and to  advance  expenses  to any
person  shall be in the nature of a contract  between  the Company and each such
person, and no amendment or repeal of any provision of the Bylaws shall alter to
the  detriment  of such  person the right of such person to the  advancement  of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment or repeal.

     The Company shall not indemnify a director,  officer, employee or agent for
any liability incurred in an action,  suit or proceeding  initiated (which shall
not be deemed to include counter-claims or affirmative defenses) or participated
in as an  intervenor  or amicus  curiae by the  person  seeking  indemnification
unless such initiation of or participation in the action,  suit or proceeding is
authorized,  either before or after its commencement, by the affirmative vote of
a majority of the directors in office.

Item 7.  Exemption From Registration Claimed.


     As no restricted  securities are to be reoffered or resold pursuant to this
Registration Statement this item is inapplicable.

Item 8.  Exhibits


     The  exhibits  required  by Item 601 of  Regulation  S-B and this  item are
included  following the Exhibit Index at Page E-1, all of which are incorporated
herein by reference.

Item 9.  Undertakings.


          (a)  The undersigned registrant hereby undertakes to:

     (1) File,  during  any  period in which it  offers or sells  securities,  a
post-effective   amendment  to  this  registration   statement  to  include  any
additional or changed material information on the plan of distribution.

     (2) For determining  liability under the Securities Act of 1933, treat each
post-effective  amendment as a new registration of the securities  offered,  and
the  offering  of the  securities  at that  time  to be the  initial  bona  fide
offering.


     (3) File a post-effective  amendment to remove from registration any of the
securities that remain unsold at the end of the offering.


                                      II-2

<PAGE>

                            SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Downingtown, Commonwealth of Pennsylvania on November
26, 1997.

                           CHESTER VALLEY BANCORP INC.


                              By:/s/ Ellen Ann Roberts
                                   Ellen Ann Roberts,
                                   Chairman and 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.

Signature                     Title                              Date



/s/ Ellen Ann Roberts
Ellen Ann Roberts        Director, Chairman, and            November 19, 1997
                         Chief Executive Officer


/s/ Anthony J. Biondi
Anthony J. Biondi        Director, President, and           November 19, 1997
                         Chief Operating Officer


/s/ Gerard F. Griesser
Gerard F. Griesser       Director                           November 19, 1997


/s/ Richard L. Radcliff
Richard L. Radcliff      Director                           November 19, 1997


/s/ James E. McErlane
James E. McErlane        Director                           November 19, 1997

/s/ Emory S. Todd, Jr.
Emory S. Todd, Jr.       Director                           November 19, 1997


/s/ William M. Wright
William M. Wright        Director                           November 19, 1997

/s/ Robert J. Bradbury
Robert J. Bradbury       Director                           Novmeber 19, 1997


/s/ Christine N. Dullinger
Christine N. Dullinger   Chief Financial Officer            November 19, 1997
                         and Treasurer


                                      II-3
<PAGE>


                          EXHIBIT INDEX

<TABLE>
<CAPTION>
Number                   Description                   Method of Filing
------                   -----------                   -----------------
<S>                 <C>                                <C>
4                   Chester Valley Bancorp Inc.        Filed herewith
                    1997 Stock Option Plan

5                   Opinion of Schnader Harrison       Filed herewith
                    Segal & Lewis LLP

23.1                Consent of KPMG Peat Marwick LLP   Filed herewith

23.2                Consent of Schnader Harrison       Included in Exhibit 5
                    Segal & Lewis LLP                  above,

</TABLE>






                                      E-1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12296}]
{"company-data": {"conformed-name": "CHESTER VALLEY BANCORP INC", "cik": "0000854098", "assigned-sic": "6036", "irs-number": "232598554", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42099", "film-number": "97737062"}, "business-address": {"street1": "100 E LANCASTER AVE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335", "phone": "6102699700"}, "mail-address": {"street1": "100 E LANCASTER AVE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335"}}
As filed with the Securities and Exchange Commission on December 12, 1997.

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           Chester Valley Bancorp Inc.
     -----------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                                  Pennsylvania
     -----------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2598554
     -----------------------------------------------------------------------
                        (IRS Employer Identification No.)

                 100 E. Lancaster Avenue, Downingtown, PA 19335
     -----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Chester Valley Bancorp Inc. 1997 Stock Option Plan
     -----------------------------------------------------------------------
                            (Full title of the plan)

                   Ellen Ann Roberts, Chief Executive Officer
                           Chester Valley Bancorp Inc.
                             100 E. Lancaster Avenue
                              Downingtown, PA 19335
     -----------------------------------------------------------------------
                     (Name and address of agent for service)

                                  215-269-9700
     -----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            David S. Petkun, Esquire
                       Schnader Harrison Segal & Lewis llp
                                   Suite 3600
                               1600 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 751-2146
CALCULATION OF REGISTRATION FEE
Title of               Amount to      Proposed Maximum      Proposed Maximum        Amount of
  Securities              be             Offering Price        Aggregate Offering      Registration
    to be                 Registered     per Share             Price                   Fee
  Registered
-------------            ------------    ----------------      ------------------      ------------

Common Stock, par          150,000       $27.1875(*)           $4,078,125(*)           $1,203.05(*)
value $1.00 per share      shares

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

     (*) Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule 457(h),  based upon the average of the high and low prices
of a share of Common Stock at December 9, 1997, which was $27.1875 per share.

     The  approximate  date of proposed  sale to the public will be from time to
time upon exercise of options granted pursuant to the Plan.
-2-
PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference herein and made a part hereof:

     (a) The annual report of the Company on Form 10-KSB for the year ended June
30, 1997;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above;

     (c) The Description of Securities  contained in the Company's  Registration
Statement on Form S-4 (File No.  33-30433)  filed with the  Commission in August
10, 1989.

     In  addition,  any and all  documents  filed  by the  Company  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the  termination  of the offering of the securities
offered hereby shall be deemed to be incorporated by reference  herein and to be
a part hereof from the date of filing such documents. Any statement contained in
this  Registration  Statement or in a document  which also is or is deemed to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  by reference  herein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.

     As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.

Item 5.  Interests of Named Experts and Counsel.

          None.

Item 6.  Indemnification of Directors and Officers.

     The Company's Bylaws provide that the Company will indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, including actions by or in the right of
the Company, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent
of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines,  excise taxes and amounts paid in settlement actually
and reasonably  incurred by such person in connection with such action,  suit or
proceeding to the full extent  permissible  under  Pennsylvania  law.  Statutory
authority  for  such  indemnification  is  contained  in  Subchapter  D  of  the
Pennsylvania Business Corporation Law of 1988 (as amended).

     Reasonable expenses incurred by an officer, director,  employee or agent of
the  Company  in  defending  a civil  or  criminal  action,  suit or  proceeding
described  above may be paid by the Company in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such person to repay such amount if it shall  ultimately be determined
that the person is not entitled to be indemnified by the Company.

     The duties of the  Company to  indemnify  and to  advance  expenses  to any
person  shall be in the nature of a contract  between  the Company and each such
person, and no amendment or repeal of any provision of the Bylaws shall alter to
the  detriment  of such  person the right of such person to the  advancement  of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment or repeal.

     The Company shall not indemnify a director,  officer, employee or agent for
any liability incurred in an action,  suit or proceeding  initiated (which shall
not be deemed to include counter-claims or affirmative defenses) or participated
in as an  intervenor  or amicus  curiae by the  person  seeking  indemnification
unless such initiation of or participation in the action,  suit or proceeding is
authorized,  either before or after its commencement, by the affirmative vote of
a majority of the directors in office.

Item 7.  Exemption From Registration Claimed.

     As no restricted  securities are to be reoffered or resold pursuant to this
Registration Statement this item is inapplicable.

Item 8.  Exhibits

     The  exhibits  required  by Item 601 of  Regulation  S-B and this  item are
included  following the Exhibit Index at Page E-1, all of which are incorporated
herein by reference.

Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes to:

     (1) File,  during  any  period in which it  offers or sells  securities,  a
post-effective   amendment  to  this  registration   statement  to  include  any
additional or changed material information on the plan of distribution.

     (2) For determining  liability under the Securities Act of 1933, treat each
post-effective  amendment as a new registration of the securities  offered,  and
the  offering  of the  securities  at that  time  to be the  initial  bona  fide
offering.

     (3) File a post-effective  amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

                                      II-2
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Downingtown, Commonwealth of Pennsylvania on November
26, 1997.

                           CHESTER VALLEY BANCORP INC.

                              By:/s/ Ellen Ann Roberts
                                   Ellen Ann Roberts,
                                   Chairman and 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.

Signature                     Title                              Date

/s/ Ellen Ann Roberts
Ellen Ann Roberts        Director, Chairman, and            November 19, 1997
                         Chief Executive Officer

/s/ Anthony J. Biondi
Anthony J. Biondi        Director, President, and           November 19, 1997
                         Chief Operating Officer

/s/ Gerard F. Griesser
Gerard F. Griesser       Director                           November 19, 1997

/s/ Richard L. Radcliff
Richard L. Radcliff      Director                           November 19, 1997

/s/ James E. McErlane
James E. McErlane        Director                           November 19, 1997

/s/ Emory S. Todd, Jr.
Emory S. Todd, Jr.       Director                           November 19, 1997

/s/ William M. Wright
William M. Wright        Director                           November 19, 1997

/s/ Robert J. Bradbury
Robert J. Bradbury       Director                           Novmeber 19, 1997

/s/ Christine N. Dullinger
Christine N. Dullinger   Chief Financial Officer            November 19, 1997
                         and Treasurer

                                      II-3
EXHIBIT INDEX
Number                   Description                   Method of Filing
------                   -----------                   -----------------
4                   Chester Valley Bancorp Inc.        Filed herewith
                    1997 Stock Option Plan

5                   Opinion of Schnader Harrison       Filed herewith
                    Segal & Lewis LLP

23.1                Consent of KPMG Peat Marwick LLP   Filed herewith

23.2                Consent of Schnader Harrison       Included in Exhibit 5
                    Segal & Lewis LLP                  above,
E-1