SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                  FORM 10-KSB / A


__X__ Annual  Report  under  Section  13 or 15(d)  of  the  Securities  Exchange
Act of 1934 for (fee required) for the fiscal year ended December 31, 1996.

_____ Transition   Report   under  Section  13  or  15(d)  of   the   Securities
Exchange Act of 1934 for the  transition period  from  _________  to __________.

                         Commission File Number 0-11526

                           FIRST COLONIAL GROUP, INC.
                 (Name of Small Business Issuer in its charter)

     Pennsylvania                                         23-2228154
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

         76 South Main Street, Nazareth, Pennsylvania     18064
           (Address of principal executive offices)    (Zip Code)

                     Issuer's telephone number 610-746-7300

        Securities registered under Section 12 (b) of the Exchange Act:

                                      None

        Securities registered under Section 12 (g) of the Exchange Act:

                         Common Stock, $5.00 Par Value
                                (Title of Class)

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes X      No
<PAGE>
     The  purpose  of this  amendment  is to include  the Report of  Independent
Certified Public  Accountants which was inadvertently  omitted from the issuer's
report on Form 10-KSB for December 31, 1996.


               Report of Independent Certified Public Accountants



Board of Directors
First Colonial Group, Inc.

     We have  audited  the  accompanying  consolidated  balance  sheets of First
Colonial  Group,  Inc.  as of  December  31,  1996  and  1995,  and the  related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for each of the three years in the period ended  December 31,1 996.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of First Colonial
Group,  Inc. as of December 31, 1996 and 1995, and the  consolidated  results of
their operations and their  consolidated  cash flows for each of the three years
in the period ended  December 31, 1996 in  conformity  with  generally  accepted
accounting principles.




/s/ GRANT THORNTON, LLP

Philadelphia, Pennsylvania
January 17, 1997
<PAGE>

SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  amendment  on Form  10-KSB / A to be signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                          FIRST COLONIAL GROUP, INC.

Dated:  March 26, 1997                    By:  /s/  S. Eric Beattie
                                               S. ERIC BEATTIE, President
                                               and Chief Executive Officer