SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 10-K/A


    X     Annual  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange  Act of 1934 for (fee  required)  for the  fiscal  year ended
          December 31, 1998.

                                       OR

          Transition  Report  Pursuant to 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 Registrant as Specified in its charter)

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

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


         Registrant's telephone number, including area code 610-746-7300

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

                                      None

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required  to be filed by Section  13 or 15 (d) of the  Securities  Exchange  Act
during the  preceeding 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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

<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-K for December 31, 1998.


Item 7.   Financial Statements

               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,  1998  and  1997,  and the  related
consolidated   statements  of  income  and  comprehensive  income,   changes  in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. 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 auditors provide 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, 1998 and 1997, and the  consolidated  results of
their operations and their  consolidated  cash flows for each of the three years
in the period ended  December 31, 1998 in  conformity  with  generally  accepted
accounting principles.



/S/  GRANT THORNTON LLP

Philadelphia, Pennsylvania
January 15, 1999

<PAGE>

                                   SIGNATURES

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

                                          FIRST COLONIAL GROUP, INC.

Dated:  April 14, 1999                    By:  /s/  S. Eric Beattie
                                               S. ERIC BEATTIE, President
                                               and Chief Executive Officer