UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

      -----
      | X |   Quarterly Report Pursuant to Section 13 or 15(d) of the
      -----   Securities Exchange Act of 1934
              FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

                                       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 NO.: 0-18833

                           CHESTER VALLEY BANCORP INC.
                           ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                    PENNSYLVANIA                         23-2598554
                    ------------                         ----------
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization)           Identification No.)


           100 E. Lancaster Avenue, Downingtown, PA           19335
           ----------------------------------------           ------
           (Address Of Principal Executive Offices)         (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 269-9700

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 of 1934 during
the preceding 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): YES       NO  X
                                               -----    -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    COMMON STOCK ($1.00 PAR VALUE)                       4,852,652
    ------------------------------            -----------------------------
        (Title of Each Class)                 (Number of Shares Outstanding
                                                 as of February 5, 2004)

<PAGE>


                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES

                                      INDEX
                                      -----
                                                                          PAGE
PART 1. FINANCIAL INFORMATION                                            NUMBER
-----------------------------                                            ------

Item 1. FINANCIAL STATEMENTS

        CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
        December 31, 2003 and June 30, 2003 (Unaudited)                      1

        CONSOLIDATED STATEMENTS OF OPERATIONS
        Three Months Ended December 31, 2003 and 2002 (Unaudited)            2

        CONSOLIDATED STATEMENTS OF OPERATIONS
        Six Months Ended December 31, 2003 and 2002 (Unaudited)              3

        STATEMENT OF OTHER COMPREHENSIVE INCOME
        Three and Six Months Ended December 31, 2003 and 2002 (Unaudited)    4

        CONSOLIDATED STATEMENTS OF CASH FLOWS
        Six Months Ended December 31, 2003 and 2002 (Unaudited)              5

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS              6 - 14

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                              15 - 24

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK                                                             24 - 26

Item 4. CONTROLS AND PROCEDURES                                             27


PART 2. OTHER INFORMATION
-------------------------

Item 1. LEGAL PROCEEDINGS                                                   28

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                           28

Item 3. DEFAULTS UPON SENIOR SECURITIES                                     28

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 28

Item 5. OTHER INFORMATION                                                   28

Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                    29

SIGNATURES                                                                  30
----------

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Dollars in Thousands)

                                                                         DECEMBER 31,         JUNE 30,
                                                                             2003               2003
                                                                        -------------      -------------
                                                                                   (UNAUDITED)

<S>                                                                       <C>                <C>
ASSETS                                                                    $   13,513         $   16,311
   Cash and due from banks
   Interest-bearing deposits                                                   8,719              9,438
                                                                        -------------      -------------
     TOTAL CASH AND CASH EQUIVALENTS                                          22,232             25,749
                                                                        -------------      -------------
   Trading account securities                                                     11                 10
   Investment securities available for sale                                  118,696            114,220
   Investment securities held to maturity (fair value -
     December 31, 2003, $40,180;
     June 30, 2003, $34,432)                                                  39,637             33,390
   Loans held for sale                                                            24              3,866

   Loans receivable                                                          406,804            387,310
     Deferred fees                                                              (636)              (933)
     Allowance for loan losses                                                (6,053)            (5,415)
                                                                        -------------      -------------
        Loans receivable, net                                                400,115            380,962
                                                                        -------------      -------------

   Accrued interest receivable                                                 2,514              2,428
   Property and equipment - net                                               12,400             12,349
   Bank owned life insurance                                                   5,307              5,164
   Other assets                                                                5,513              6,390
                                                                        -------------      -------------
     TOTAL ASSETS                                                         $  606,449         $  584,528
                                                                        =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY
 Liabilities:
   Deposits                                                               $  390,756         $  400,586
   Securities sold under agreements to repurchase                             15,709             27,358
   Advance payments by borrowers for taxes and insurance                       1,120              2,038
   Federal Home Loan Bank advances                                           134,594             94,049
   Trust preferred securities                                                 10,000             10,000
   Accrued interest payable                                                      664                652
   Other liabilities                                                           2,020                274
                                                                        -------------      -------------
     TOTAL LIABILITIES                                                       554,863            534,957
                                                                        -------------      -------------

 Commitments and contingencies (Note 4)
 Stockholders' Equity:
   Preferred stock - $1.00 par value;
     5,000,000 shares authorized; none issued                                     --                 --
   Common stock - $1.00 par value;
     10,000,000 shares authorized;
     4,851,929 and 4,570,993 shares issued at December 31,
     2003 and June 30, 2003, respectively                                      4,852              4,571
   Additional paid-in capital                                                 35,864             30,315
   Retained earnings - partially restricted                                   11,127             14,064
   Treasury stock (583 and 556 shares at December 31, 2003
     June 30, 2003, respectively, at cost)                                       (13)               (13)
   Accumulated other comprehensive (loss) income, net of tax                    (244)               634
                                                                        -------------      -------------
     TOTAL STOCKHOLDERS' EQUITY                                               51,586             49,571
                                                                        -------------      -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  606,449         $  584,528
                                                                        =============      =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       1

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (Dollars in Thousands, Except for Per Share Amounts)

                                                                          THREE MONTHS ENDED DECEMBER 31,
                                                                         ---------------------------------
                                                                             2003               2002
                                                                         ------------       -------------
                                                                                       (Unaudited)
<S>                                                                       <C>                <C>
INTEREST INCOME:
   Loans                                                                  $    5,898         $    6,592
   Mortgage-backed securities                                                    407                310
   Interest-bearing deposits                                                      23                 75
   Investment securities:
     Taxable                                                                     678                607
     Non-taxable                                                                 432                463
                                                                         ------------       ------------
     TOTAL INTEREST INCOME                                                     7,438              8,047
                                                                         ------------       ------------
INTEREST EXPENSE:
   Deposits                                                                    1,328              2,141
   Securities sold under agreements to repurchase                                 26                 53
   Short-term borrowings                                                          33                127
   Long-term borrowings                                                        1,308              1,388
                                                                         ------------       ------------
     TOTAL INTEREST EXPENSE                                                    2,695              3,709
                                                                         ------------       ------------
NET INTEREST INCOME                                                            4,743              4,338
   Provision for loan losses                                                     296                101
                                                                         -----------        ------------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                       4,447              4,237
                                                                         ------------       ------------
OTHER INCOME:
   Investment services income                                                  1,124                952
   Service charges and fees                                                      756                787
   Gain on the sale of:
     Loans                                                                        13                 36
     Available for sale and trading securities                                   560                203
   Other                                                                         117                 98
                                                                         ------------       ------------
     TOTAL OTHER INCOME                                                        2,570              2,076
                                                                         ------------       ------------
OPERATING EXPENSES:
   Salaries and employee benefits                                              2,690              2,496
   Occupancy and equipment                                                       715                684
   Data processing                                                               226                270
   Advertising                                                                    50                 43
   Deposit insurance premiums                                                     16                 16
   Other                                                                       1,215                887
                                                                         ------------       ------------
     TOTAL OPERATING EXPENSES                                                  4,912              4,396
                                                                         ------------       -------------
Income before income taxes                                                     2,105              1,917
Income tax expense                                                               507                494
                                                                         ------------       ------------
   NET INCOME                                                             $    1,598         $    1,423
                                                                         ============       ============
EARNINGS PER SHARE (1)
   Basic                                                                  $     0.33         $     0.30
                                                                         ============       ============
   Diluted                                                                $     0.31         $     0.29
                                                                         ============       ============
DIVIDENDS PER SHARE PAID DURING PERIOD (1)                                $     0.11         $     0.09
                                                                         ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING (1)
   Basic                                                                   4,839,669          4,768,556
                                                                         ============       ============
   Diluted                                                                 5,082,279          4,938,382
                                                                         ============       ============
</TABLE>

(1)  Earnings per share, dividends per share and weighted average shares
     outstanding have been restated to reflect the effects of the 5% stock
     dividends paid in September 2003 and 2002

See accompanying notes to unaudited consolidated financial statements

                                       2

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (Dollars in Thousands, Except for Per Share Amounts)

                                                                          SIX MONTHS ENDED DECEMBER 31,
                                                                         -------------------------------
                                                                             2003               2002
                                                                         ------------       ------------
                                                                                   (Unaudited)
<S>                                                                       <C>                <C>
INTEREST INCOME:
   Loans                                                                  $   11,992         $   13,204
   Mortgage-backed securities                                                    749                697
   Interest-bearing deposits                                                      31                166
   Investment securities:
     Taxable                                                                   1,196              1,469
     Non-taxable                                                                 897                931
                                                                         ------------       ------------
     TOTAL INTEREST INCOME                                                    14,865             16,467
                                                                         ------------       ------------
INTEREST EXPENSE:
   Deposits                                                                    2,738              4,374
   Securities sold under agreements to repurchase                                 58                112
   Short-term borrowings                                                          60                437
   Long-term borrowings                                                        2,558              2,563
                                                                         ------------       ------------
     TOTAL INTEREST EXPENSE                                                    5,414              7,486
                                                                         ------------       ------------
NET INTEREST INCOME                                                            9,451              8,981
   Provision for loan losses                                                     676                242
                                                                         ------------       ------------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSEs                       8,775              8,739
                                                                         ------------       ------------
OTHER INCOME:
   Investment services income                                                  2,108              1,844
   Service charges and fees                                                    1,527              1,501
   Gain on the sale of:
     Loans                                                                        85                 45
     Available for sale and trading securities                                   635                319
   Other                                                                         229                140
                                                                         ------------       ------------
     TOTAL OTHER INCOME                                                        4,584              3,849
                                                                         ------------       ------------
OPERATING EXPENSES:
   Salaries and employee benefits                                              5,130              4,976
   Occupancy and equipment                                                     1,424              1,390
   Data processing                                                               459                527
   Advertising                                                                    79                 78
   Deposit insurance premiums                                                     31                 32
   Other                                                                       2,176              1,714
                                                                         ------------       ------------
     TOTAL OPERATING EXPENSES                                                  9,299              8,717
                                                                         ------------       ------------
Income before income taxes                                                     4,060              3,871
Income tax expense                                                               948                983
                                                                         ------------       ------------
     NET INCOME                                                           $    3,112         $    2,888
                                                                         ============       ============
EARNINGS PER SHARE (1)
   Basic                                                                  $     0.65         $     0.61
                                                                         ============       ============
   Diluted                                                                $     0.62         $     0.59
                                                                         ============       ============
 DIVIDENDS PER SHARE PAID DURING PERIOD (1)                               $     0.21         $     0.18
                                                                         ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING (1)
   Basic                                                                   4,822,057          4,761,861
                                                                         ============       ============
   Diluted                                                                 5,039,684          4,876,194
                                                                         ============       ============
</TABLE>

(2)  Earnings per share, dividends per share and weighted average shares
     outstanding have been restated to reflect the effects of the 5% stock
     dividends paid in September 2003 and 2002

  See accompanying notes to unaudited consolidated financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                     STATEMENT OF OTHER COMPREHENSIVE INCOME
                             (Dollars in Thousands)
                                                                                   THREE MONTHS ENDED
                                                                                      DECEMBER 31,
                                                                              ---------------------------
                                                                                  2003            2002
                                                                              -----------      ----------
                                                                                      (Unaudited)

<S>                                                                            <C>              <C>
NET INCOME                                                                     $   1,598        $   1,423

Other comprehensive income, net of tax:
   Net unrealized holding gains (losses) on securities available for sale
     during the period                                                               911             (291)
   Reclassification adjustment for (gains)
     included in net income                                                         (369)            (134)
   Net unrealized losses on cash flow hedge                                         (241)              --
                                                                              -----------      -----------
COMPREHENSIVE INCOME                                                           $   1,899        $     998
                                                                              ===========      ===========


                                                                                     SIX MONTHS ENDED
                                                                                       DECEMBER 31,
                                                                              ----------------------------
                                                                                  2003            2002
                                                                              -----------      -----------
                                                                                     (Unaudited)

NET INCOME                                                                     $   3,112        $   2,888

Other comprehensive income, net of tax:
   Net unrealized holding (losses) gains on securities available for sale
     during the period                                                              (219)             385
   Reclassification adjustment for (gains)
     included in net income                                                         (418)            (211)
   Net unrealized losses on cash flow hedge                                         (241)              --
                                                                              -----------      -----------
 COMPREHENSIVE INCOME                                                           $   2,234        $   3,062
                                                                              ===========      ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                                                                              SIX MONTHS ENDED
                                                                                                DECEMBER 31,
                                                                                       ------------------------------
                                                                                          2003                 2002
----------------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)
<S>                                                                                    <C>                  <C>
Net income                                                                             $   3,112            $   2,888
Add (deduct) items not affecting cash flows provided by operating activities:
  Depreciation                                                                               515                  539
  Provision for loan losses                                                                  676                  242
  Gain on sale of securities available for sale                                             (635)                (319)
  Originations of loans held for sale                                                    (10,201)             (12,514)
  Proceeds from sale of loans held for sale                                               14,128               10,804
  Gain on sale of loans held for sale                                                        (85)                 (45)
  Amortization of deferred loan fees, discounts and premiums                                   1                 (107)
  (Increase) decrease in accrued interest receivable                                         (86)                 230
  Increase in value of bank owned life insurance                                            (143)                 (26)
  Decrease (increase) in other assets                                                        506               (1,335)
  Increase in other liabilities                                                            1,746                   69
  Increase in accrued interest payable                                                        12                    5
----------------------------------------------------------------------------------------------------------------------
Net cash flows provided by operating activities                                            9,546                  431
----------------------------------------------------------------------------------------------------------------------
Cash flows used in investment activities:
  Capital expenditures                                                                      (566)                (363)
  Net increase in loans                                                                  (19,544)             (10,840)
  Purchase of investment securities                                                      (16,316)              (6,147)
  Proceeds from maturities, payments and calls of investment securities                   10,181               13,071
  Purchase of bank owned life insurance                                                       --               (5,000)
  Purchase of securities available for sale                                              (55,936)             (78,287)
  Proceeds from sales and calls of securities available for sale                          51,189               41,787
----------------------------------------------------------------------------------------------------------------------
Net cash flows used in investment activities                                             (30,992)             (45,779)
----------------------------------------------------------------------------------------------------------------------
Cash flows provided by financing activities
  Net (decrease) increase in deposits before interest credited                           (12,088)              14,716
  Interest credited to deposits                                                            2,258                3,813
  Decrease in securities sold under agreements to repurchase                             (11,649)                (594)
  Proceeds from FHLB advances                                                             43,393                8,000
  Repayments of FHLB advances                                                             (2,848)                (948)
  Decrease in advance payments by borrowers for taxes and insurance                         (918)              (1,165)
  Cash dividends on common stock                                                            (966)                (885)
  Common stock issued                                                                         --                  398
  Payment for fractional shares                                                               (7)                  --
  Stock options exercised                                                                    754                   --
----------------------------------------------------------------------------------------------------------------------
Net cash flows provided by financing activities                                           17,929               23,335
----------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                 (3,517)             (22,013)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                     25,749               39,395
                                                                                       ---------            ---------
  End of period                                                                        $  22,232            $  17,382
                                                                                       =========            =========
SUPPLEMENTAL DISCLOSURES:
  Cash payments during the year for:
  Taxes                                                                                $     565            $     915
  Interest                                                                             $   5,402            $   7,481
NON-CASH ITEMS:
  Stock dividend issued                                                                $   5,075            $   3,518
  Net unrealized (loss) gain on investment securities available for sale, net of tax   $    (637)           $     174
  Net unrealized loss on cash flow hedge                                               $    (241)           $      --

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Chester Valley Bancorp Inc. (the "Holding Company") was incorporated in the
Commonwealth of Pennsylvania in August 1989. The business of the Holding Company
and its subsidiaries (collectively, the "Company") consists of the operations of
First Financial Bank ("First Financial" or the "Bank"), a Pennsylvania-chartered
commercial bank founded in 1922 as a Pennsylvania-chartered savings association,
and Philadelphia Corporation for Investment Services ("Phila. Corp."), a full
service investment advisory and securities brokerage firm. Effective September
1, 2001, the Bank converted to a Pennsylvania-chartered commercial bank. As a
consequence of such charter conversion and with the approval by the Federal
Reserve Bank of Philadelphia under delegated authority from the Board of
Governors of the Federal Reserve System ("FRB"), the Holding Company became a
bank holding company that has also been designated by the FRB as a financial
holding company. Prior to such conversion, the Holding Company was a unitary
thrift holding company.

The Bank provides a wide range of banking services to individual and corporate
customers through its ten full-service branch offices in Chester County,
Pennsylvania. The Bank provides a wide range of lending products including
commercial real estate, commercial business, consumer as well residential real
estate. Its lending activities are funded primarily with retail and business
deposits and borrowings. Phila. Corp. is a registered broker/dealer in all 50
states and the District of Columbia and it is also registered as an investment
advisor with the Securities and Exchange Commission ("SEC"). It provides many
additional services, including self-directed and managed retirement accounts,
safekeeping, daily sweep money market funds, portfolio and estate valuations,
life insurance and annuities, and margin accounts, to individuals and smaller
corporate accounts. Phila. Corp.'s offices are located in Wayne and
Philadelphia, Pennsylvania.

PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The accompanying consolidated financial statements include the accounts of the
Company, the Bank and Phila. Corp. The accounts of the Bank include its
wholly-owned subsidiaries, First Financial Investments Inc. and D & S Service
Corp., which owns D & F Projects and Wildman Projects, Inc., both of which are
wholly-owned subsidiaries thereof. All material inter-company balances and
transactions have been eliminated in consolidation. Prior period amounts are
reclassified when necessary to conform to the current period's presentation.

The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles in the United States ("GAAP") for complete financial statements.
However, such information reflects all adjustments, which are, in the opinion of
management, necessary for a fair presentation of results for the three- and
six-month unaudited interim periods.

                                       6

<PAGE>

The results of operations for the three- and six-month periods ended December
31, 2003 are not necessarily indicative of the results to be expected for the
fiscal year ending June 30, 2004. The consolidated financial statements
presented herein should be read in conjunction with the audited consolidated
financial statements and the notes thereto included in the Company's Annual
Report to Stockholders for the fiscal year ended June 30, 2003.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company, as permitted, has elected not to adopt the fair value accounting
provisions of SFAS No. 123 "Accounting for Stock-based Compensation", and has
instead continued to apply APB Opinion 25 and related Interpretations in
accounting for plans and provide the required pro-forma disclosures of SFAS
No. 123.

In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation. This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.

The requirements of Statement No. 148 are effective for financial statements for
fiscal years beginning after December 15, 2002; the disclosure requirements for
the annual period financial statements of the Statement are included in this
report.

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation (dollars in thousands except per share amounts):


<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED        SIX MONTHS ENDED
                                                           DECEMBER 31,              DECEMBER 31,
                                                      ---------------------     ---------------------
                                                          2003       2002          2003        2002
                                                      ---------------------     ---------------------
<S>                                                     <C>        <C>           <C>         <C>
Net income, as reported                                $  1,598   $  1,423       $ 3,112     $ 2,888
Deduct: Total stock-based compensation expense
  determined under fair value based method for all
  awards, net of related tax effects                        (64)       (64)         (123)       (347)
                                                      ---------------------     ---------------------
Pro forma net income                                   $  1,534   $  1,359       $ 2,989     $ 2,541
                                                      =====================     =====================

Earnings per share:
   Basic - as reported                                 $   0.33   $   0.30       $  0.65     $  0.61
                                                      =====================     =====================
   Basic - pro forma                                   $   0.32   $   0.28       $  0.62     $  0.53
                                                      =====================     =====================

   Diluted - as reported                               $   0.31   $   0.29       $  0.62     $  0.59
                                                      =====================     =====================
   Diluted - pro forma                                 $   0.30   $   0.28       $  0.60     $  0.52
                                                      =====================     =====================
</TABLE>

                                       7

<PAGE>

The effects of pro-forma net income and diluted earnings per share of applying
the disclosure requirements of Statement No. 123 and Statement No. 148 for past
fiscal quarters may not be representative of the future pro-forma effects on net
income and earnings per share due to the vesting provisions of the options and
future awards that are available to be granted.

EARNINGS PER SHARE

The dilutive effect of stock options is excluded from the computation of basic
earnings per share but included in the computation of diluted earnings per
share. Earnings per share and weighted average shares outstanding for the
periods presented herein have been adjusted to reflect the effects of the 5%
stock dividends paid in September 2003 and 2002.

The following table sets forth the computation of basic and diluted earnings per
share (dollars in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED              SIX MONTHS ENDED
                                                     DECEMBER 31,                   DECEMBER 31,
                                              --------------------------    --------------------------
                                                    2003         2002           2003          2002
                                              --------------------------    --------------------------

<S>                                            <C>           <C>             <C>           <C>
Numerator:
  Net income                                   $    1,598    $    1,423      $    3,112    $    2,888
                                              ============  ============    ============  ============

Denominator:
  Denominator for basic per share -
  weighted average shares                       4,839,669     4,768,556       4,822,057     4,761,861

Effect of dilutive securities:
  Stock options                                   242,610       169,826         217,627       114,333
                                              ------------  ------------    ------------  ------------

Denominator for diluted earnings
  per share - adjusted weighted
  average shares and assumed
  exercise                                      5,082,279     4,938,382       5,039,684     4,876,194
                                              ============  ============    ============  ============

Basic earnings per share                       $     0.33    $     0.30      $     0.65    $     0.61
                                              ============  ============    ============  ============
Diluted earnings per share                     $     0.31    $     0.29      $     0.62    $     0.59
                                              ============  ============    ============  ============
</TABLE>

The number of anti-dilutive stock options was 46,250 and 50,345 for the three-
and six-month periods ended December 31, 2003 and was 0 for the same periods in
2002.

                                       8

<PAGE>


NOTE 2 - LOANS RECEIVABLE

Loans receivable are summarized as follows (in thousands):

                                               DECEMBER 31,         June 30,
                                                   2003               2003
                                              --------------     --------------
First mortgage loans:
   Residential real estate                          $83,159           $101,997
   Construction-residential                          16,683             22,877
   Land acquisition and development                  14,338             17,964
   Commercial real estate                           140,095            122,207
   Construction-commercial                           11,891             16,232
Commercial business                                  47,357             43,059
Consumer                                            108,024             88,918
                                              --------------     --------------
TOTAL LOANS                                         421,547            413,254
                                              --------------     --------------

Less:
   Undisbursed loan proceeds:
      Construction-residential                      (12,739)           (22,359)
      Construction-commercial                        (2,004)            (3,585)
   Deferred loan fees - net                            (636)              (933)
   Allowance for loan losses                         (6,053)            (5,415)
                                              --------------     --------------
NET LOANS                                          $400,115           $380,962
                                              ==============     ==============

NOTE 3 - ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level that represents
management's best estimate of known and inherent losses, which are probable and
reasonably determinable based upon an evaluation of the loan portfolio.
Homogeneous portfolios of loans, which include residential mortgage, home equity
and other consumer loans, and commercial business loans less than $100,000 are
evaluated as a group. Commercial business loans greater than $100,000,
commercial mortgage and construction loans are evaluated individually. Specific
portions of the allowance are developed by analyzing individual loans for
adequacy of collateral, cash flow and other risks unique to that particular
loan. General portions of the allowance are developed by grading individual
loans in the commercial and construction portfolios and applying loss factors by
grade. The general portion of the allowance also includes loss factors applied
to the homogeneous portfolios as a group. The loss factors applied to graded
loans were developed based on the Company's loss history for loans with similar
attributes as well as input from the Company's primary banking regulators. Loss
factors are applied to homogeneous loans based upon prior loss experience of the
portfolio, delinquency trends, economic conditions as well as the volume of
non-performing loans. Although management believes it has used the best
information available to it in making such determinations, and that the present
allowance for loan losses is adequate, future adjustments to the allowance may
be necessary, and net income may be adversely affected if circumstances differ
substantially from the assumptions used in determining the level of the
allowance. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Bank's allowance for losses
on loans. Such agencies may require the Bank to recognize additions to the
allowance based on their judgments about information available to them at the
time of their

                                       9

<PAGE>

examination. The allowance is increased by the provision for loan losses, which
is charged to operations. Loan losses, other than those incurred on loans held
for sale, are charged directly against the allowance and recoveries on
previously charged-off loans are added to the allowance.

For purposes of applying the measurement criteria for impaired loans, the
Company excludes large groups of smaller balance homogeneous loans, primarily
consisting of residential real estate loans and consumer loans as well as
commercial business loans with balances of less than $100,000. For applicable
loans, the Company evaluates the need for impairment recognition when a loan
becomes non-accrual or earlier if, based on management's assessment of the
relevant facts and circumstances, it is probable that the Company will be unable
to collect all proceeds under the contractual terms of the loan agreement. At
December 31, 2003 and June 30, 2003, the recorded investment in impaired loans
was $3.7 million and $3.2 million, respectively. The Company's policy for the
recognition of interest income on impaired loans is the same as for non-accrual
loans. Impaired loans are charged off when the Company determines that
foreclosure is probable and the fair value of the collateral is less than the
recorded investment of the impaired loan.

NOTE 4 - COMMITMENTS

Commitments to potential mortgagors of the Bank amounted to $4.1 million as of
December 31, 2003, of which $1.0 million were variable-rate loans. The balance
of the commitments represents $3.1 million fixed rate loans (primarily
consisting of single-family residential mortgages) bearing interest rates of
between 4.625% and 5.875%. At December 31, 2003, the Company had $14.7 million
of undisbursed construction loan funds as well as $70.7 million of undisbursed
remaining consumer and commercial line balances.

NOTE 5 - TRUST PREFERRED SECURITIES

On March 26, 2002, the Company issued $10.3 million of Junior Subordinated
Debentures to Chester Valley Statutory Trust, a Pennsylvania Business Trust, in
which the Company owns all of the common equity. The Trust then issued $10.0
million of Trust Preferred Securities to investors, which are secured by the
Junior Subordinated Debentures and the guarantee of the Company. The Junior
Subordinated Debentures are treated as debt of the Company but they qualify as
Tier I capital, subject to certain limitations under the risk-based capital
guidelines of the Federal Reserve. The Trust Preferred Securities are callable
by the Company on or after March 26, 2007, or at any time in the event the
deduction of related interest for federal income taxes is prohibited, the
treatment as Tier I capital is no longer permitted or under certain other
circumstances. The Trust Preferred Securities must be redeemed by the Company
upon their maturity date in the year 2032.

NOTE 6 - REGULATORY CAPITAL

The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the
Company's and the Bank's financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Bank must meet
specific capital guidelines that involve quantitative measures of the Bank's
assets, liabilities, and certain off balance sheet items as calculated under
regulatory accounting practices. The Bank's capital

                                       10

<PAGE>

amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier 1 capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier 1 capital (as defined) to
adjusted total assets (as defined). At December 31, 2003 and June 30, 2003 the
Bank was in compliance with all such requirements and is deemed a
"well-capitalized" institution for regulatory purposes. There are no conditions
or events since December 31, 2003 that management believes have changed the
institution's category.

The Bank's regulatory capital amounts and ratios are presented in the table as
follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                                                              TO BE WELL CAPITALIZED
                                                                       FOR CAPITAL           UNDER PROMPT CORRECTIVE
                                             ACTUAL                 ADEQUACY PURPOSES           ACTION PROVISIONS
                                    -------------------------    ------------------------    -------------------------
                                      AMOUNT         RATIO         AMOUNT        RATIO         AMOUNT         RATIO
                                    -----------    ----------    -----------    ---------    -----------    ----------
<S>                                    <C>            <C>           <C>            <C>          <C>            <C>
AS OF DECEMBER 31, 2003:
HOLDING COMPANY
Total Capital
   (to Risk-Weighted Assets)           $67,842        15.09%        $35,960        8.00%        $44,950        10.00%
Tier 1 Capital
   (to Risk-Weighted Assets)           $62,063        13.81%        $17,980        4.00%        $26,970         6.00%
Tier 1 Capital
   (to Average Assets)                 $62,063        10.44%        $23,774        4.00%        $29,718         5.00%

BANK
Total Capital
   (to Risk-Weighted Assets)           $63,817        14.24%        $35,842        8.00%        $44,802        10.00%
Tier 1 Capital
   (to Risk-Weighted Assets)           $58,213        12.99%        $17,921        4.00%        $26,881         6.00%
Tier 1 Capital
   (to Average Assets)                 $58,213         9.77%        $23,834        4.00%        $29,792         5.00%

AS OF JUNE 30, 2003:
HOLDING COMPANY
Total Capital
   (to Risk-Weighted Assets)           $64,243        15.14%        $33,950        8.00%        $42,437        10.00%
Tier 1 Capital
   (to Risk-Weighted Assets)           $58,937        13.89%        $16,975        4.00%        $25,462         6.00%
Tier 1 Capital
   (to Average Assets)                 $58,937        10.29%        $22,903        4.00%        $28,629         5.00%

BANK
Total Capital
   (to Risk-Weighted Assets)           $60,424        14.26%        $33,901        8.00%        $42,377        10.00%
Tier 1 Capital
   (to Risk-Weighted Assets)           $55,126        13.01%        $16,951        4.00%        $25,426         6.00%
Tier 1 Capital
   (to Average Assets)                 $55,126         9.67%        $22,814        4.00%        $28,518         5.00%

</TABLE>

NOTE 7 - ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING

The Company may from time to time utilize derivative instruments such as
interest rate swaps, interest rate collars, interest rate floors, interest rate
swaptions or combinations thereof to assist in its asset/liability management.
At December 31, 2003, the Company was positively gapped

                                       11

<PAGE>

whereby its interest-earning assets were re-pricing at a quicker rate than its
interest-bearing liabilities. To partially offset the negative impact of the
current low market interest rate environment, the Company entered into three
separate interest rate swap transactions aggregating $41.0 million notional
amount to hedge certain of its higher rate Federal Home Loan Bank Advances. The
swaps had the effect of converting the higher fixed rate advances to lower
adjustable rate borrowings, which positively impacts the Company's net interest
margin in the current interest rate environment. Further, since the Company is
positively gapped, if the balance sheet were to remain static, future increases
in interest rates would have similar impacts to the earnings and costs of the
interest-earning assets and interest-bearing liabilities. Additionally, in
August 2003, the Company purchased a $30.0 million notional amount 3.50% Three
Month LIBOR interest rate cap while simultaneously selling a $30.0 million
notional amount 6.00% Three Month LIBOR interest rate cap ("Interest Rate
Corridor"). The Company paid a net premium, which entitles it to receive the
difference between Three Month LIBOR from 3.50% up to 6.00% times the $30.0
million notional amount. The Interest Rate Corridor is being used to hedge the
cash flows of $10 million in floating rate Trust Preferred Securities as well as
the cash flows of certain borrowings, which could negatively impact earnings in
a rising interest rate environment.

The fair market value of the cap has two components: the intrinsic value and the
time value of the option. The cap is marked-to-market quarterly, with changes in
the intrinsic value of the cap, net of tax, included as a separate component of
other comprehensive income and change in the time value of the option included
directly as interest expense as required under SFAS 133. In addition, the
ineffective portion, if any, would have been expensed in the period in which
ineffectiveness was determined. The fair value of the interest rate cap at
December 31, 2003 was $711,000.

NOTE 8 - SEGMENT REPORTING

The Company has two reportable segments: First Financial and Phila. Corp. First
Financial operates a branch bank network with ten full-service banking offices
and provides primarily deposit and loan services to customers. Additionally, the
Bank offers trust services at its Downingtown headquarters and at Phila. Corp.
Phila. Corp. operates a full service investment advisory and securities
brokerage firm through two offices. Both segments operate in southeastern
Pennsylvania.

The Company evaluates performance based on profit or loss from operations before
income taxes not including nonrecurring gains and losses. There are no material
intersegment sales or transfers.

Phila. Corp. was acquired by the Company on May 29, 1998. Since such time, the
Company's reportable segments have been its two independent financial services
institutions.

                                       12

<PAGE>


The following table highlights income statement and balance sheet information
for each of the segments at or for December 31, 2003 and 2002:

<TABLE>
<CAPTION>

                                                AT AND DURING THE THREE MONTHS ENDED DECEMBER 31,
                                                2003                                         2002
                             -------------------------------------------    ----------------------------------------
                                               PHILA.                                       PHILA.
                                  BANK         CORP.           TOTAL           BANK         CORP.           TOTAL
                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                            <C>            <C>            <C>            <C>            <C>            <C>
Net interest
   Income                      $  4,741       $      2       $  4,743       $  4,334       $      4       $  4,338
Other income                      1,613            957          2,570          1,245            831          2,076
Total net income                  1,490            108          1,598          1,341             82          1,423
Total assets                    604,642          1,807        606,449        590,711          1,792        592,503
Total interest-
   bearing deposits               7,203          1,516          8,719         12,121          1,496         13,617
Total trading securities             --             11             11             --             16             16

</TABLE>

<TABLE>
<CAPTION>

                                                AT AND DURING THE SIX MONTHS ENDED DECEMBER 31,
                                                2003                                         2002
                             -------------------------------------------    ----------------------------------------
                                               PHILA.                                       PHILA.
                                  BANK         CORP.           TOTAL           BANK         CORP.           TOTAL
                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                            <C>            <C>            <C>            <C>            <C>            <C>
Net interest
   Income                      $  9,447       $      4       $  9,451       $  8,897       $      9       $  8,981
Other income                      2,747          1,837          4,584          2,227          1,622          3,849
Total net income                  2,912            200          3,112          2,718            170          2,888
Total assets                    604,642          1,807        606,449        590,711          1,792        592,503
Total interest-
   bearing deposits               7,203          1,516          8,719         12,121          1,496         13,617
Total trading securities             --             11             11             --             16             16

</TABLE>

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AMENDMENT OF STATEMENT 133

In April 2003, the FASB issued Statement No.149, Amendment of Statement No.133
on Derivative Instruments and Hedging Activities, which establishes accounting
and reporting standards for derivative instruments, including derivatives
imbedded in other contracts and hedging activities. This Statement amends
Statement No. 133 for decisions made by the FASB as part of its Derivatives
Implementation Group process. This Statement also amends Statement No. 133 to
incorporate clarifications of the definition of a derivative. The Statement is
effective for contracts entered into or modified and hedging relationships
designated after June 30, 2003. The provisions of this Statement did not have a
material impact on the Company's consolidated earnings, financial condition or
equity.

ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity, which
establishes standards for how an issuer

                                       13

<PAGE>

classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Some of the provisions of this Statement are consistent with the
current definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own equity
shares, depending on the nature of the relationship established between the
holder and the issuer. Effective for financial instruments entered into or
modified after May 31, 2003 and otherwise, is effective at the beginning of the
first interim period after June 15, 2003. The adoption of this Statement did not
have an impact on the Company's financial position or results of operations.

NOTE 10 - SUBSEQUENT EVENT

On January 13, 2004, First Financial Bank executed a definitive Purchase and
Assumption Agreement with PNC Bank National Association ("PNC"), whereby it
would acquire the Coatesville, Chester County, Pennsylvania branch of PNC. Under
the terms of the agreement, First Financial Bank will assume approximately $29.8
million in deposits of PNC and acquire approximately $7.1 million of consumer
and commercial business loans. The transaction, which is subject to regulatory
approval, is expected to close by the end of the first calendar quarter in 2004.

                                       14

<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATION

In this Form 10-Q, the Company has included certain "forward looking
statements", either express or implied, which concern anticipated future
operations of the Company. It is management's desire to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. This statement is for the express purpose of availing the Company of the
protections of such safe harbor with respect to all "forward looking statements"
contained in this Form 10-Q. The Company has used "forward looking statements"
to describe certain of its future plans and strategies including management's
current expectations of the Company's future financial results. Management's
ability to predict results or the effect of future plans and strategy involve
certain risks, uncertainties, estimates, and assumptions, which are subject to
factors beyond the Company's control. Consequently, the Company's actual results
could differ materially from management's expectations. Factors that could
affect results include, but are not limited to, interest rate trends, loan
delinquency rates, changes in federal and state banking regulations,
competition, the general economic climate in Chester County, the mid-Atlantic
region and the country as a whole, and other uncertainties described in the
Company's filings with the Securities and Exchange Commission, including this
Form 10-Q. These factors should be considered in evaluating the "forward looking
statements", and undue reliance should not be placed on such statements. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether written or oral that may be made from time to time by or on
the Company's behalf.

GENERAL

The Company's results of operations depend largely on its net interest income,
which is the difference between interest income on interest-earning assets,
which consists principally of loans and investment securities, and interest
expense on interest-bearing liabilities, which consist primarily of deposits and
borrowings. Net interest income is determined by the Company's interest rate
spread (the difference between the yields earned on its interest-earning assets
and the rates paid on its interest-bearing liabilities) and the relative amounts
of interest-earning assets and interest-bearing liabilities.

The Company's results of operations also are affected by the provision for loan
losses resulting from management's assessment of the allowance for loan losses;
the level of its non-interest income, including investment service fees, loan
and deposit service fees and related income, and gains and losses from the sales
of loans and securities; the level of its non-interest expense, including
salaries and employee benefits, occupancy and equipment expense, data processing
services, deposit insurance premiums, advertising, other operating costs; and
income tax expense.

The Bank is a community-oriented bank, which emphasizes customer service and
convenience. As part of this strategy, the Bank offers products and services
designed to meet the needs of its customers. The Company generally has sought to
achieve long-term financial growth and strength by increasing the amount and
stability of its net interest income and non-interest income and by maintaining
a high level of asset quality. In pursuit of these goals, the Company has
adopted a business strategy emphasizing growth in basic financial services. The
focus is on expanding its commercial, construction and consumer lending
activities, increasing its commercial and consumer deposits, treasury management
as well as expanding its trust and investment management services.

                                       15

<PAGE>

BUSINESS STRATEGY

GROWTH. The Company seeks to increase its assets primarily through internal
growth but will pursue potential acquisition opportunities which would be
accretive to earnings and/or increase its' market share in the regions it
operates.

The two primary objectives of the Company's strategic plan are to increase
loans, in particular commercial business and real estate and construction loans,
consumer loans and core deposits (consisting of all deposits other than
certificates of deposits). The Company's net loans increased by $19.1 million,
or 5.0%, from $381.0 million at June 30, 2003 to $400.1 million at December 31,
2003. Excluding residential loans, net loans would have increased by $38.0
million or 13.6% for the same period in 2003. The growth of core deposits was
$18.0 million, or 6.9%, from $254.0 million at June 30, 2003 to $272.0 million
at December 31, 2003.

EMPHASIS ON COMMERCIAL LENDING. The Company has been and will continue to seek
to increase its higher yielding portfolios of commercial real estate and
commercial business loans. The Company's commercial real estate, commercial
business and construction and land acquisition loans comprised in the aggregate
54.7% of its total loan portfolio at December 31, 2003 compared to 52.5% at June
30, 2003. Single-family and multi-family residential loans comprised 19.7% of
the Company's loan portfolio at December 31, 2003 as compared to 28.3% at June
30, 2003.

MAINTAIN LOAN QUALITY. Management believes that maintaining high loan quality is
key to achieving and sustaining long-term financial success. Accordingly, the
Company has sought to maintain a high level of loan quality and moderate credit
risk by using underwriting standards which management believes are conservative
and by generally limiting its lending activity to the origination of loans
secured by property located in its market area. The Company's non-accrual loans
increased to $4.5 million at December 31, 2003 compared to $4.2 million at June
30, 2003. Included in the totals at both dates is a single commercial real
estate loan in the amount of $3.2 million. Although the loan has always been
current in the payment of interest as it has been due and the next six month
payment of interest has been prepaid, the loan was placed on non-accrual as
principal was not repaid in accordance with the original stated maturity. The
borrower has encountered financial difficulties, the underlying real estate is
outside the Bank's primary lending area and repayment is dependent upon factors
not under the complete control of the borrower. The increase of non-accrual
loans of $300,000 from June 30, 2003 is attributed to a single borrower who is
current in his debt service payments but has encountered financial difficulties.
The loan was placed on non-accrual and payments received are being applied to
reduce principal, as the underlying collateral may be insufficient to cover the
principal balance of the loans.

STABLE SOURCE OF LIQUIDITY. The Company purchases investment securities that
management believes to be appropriate for liquidity, yield and credit quality in
order to achieve a managed and more predictable source of liquidity to meet loan
demand and, to a lesser extent, a stable source of interest income. The
portfolio totaled, in the aggregate, $158.3 million at December 31, 2003
compared to $147.6 million at June 30, 2003. This increase was due largely to
the acquisition of agency bonds and mortgage-backed securities. In addition, the
Company had short-term interest-bearing deposits of $8.7 million at December 31,
2003 compared to $9.4 million at June 30, 2003.

EMPHASIS ON DEPOSITS AND CUSTOMER SERVICE. The Company, as a community-based
financial institution, is largely dependent upon its base of core deposits to
provide a stable source of funding.

                                       16

<PAGE>

The Company has retained many loyal customers over the years through a
combination of high quality service, competitively priced service fees, customer
convenience, an experienced staff and a strong commitment to the communities in
which it serves. Lower costing core deposits totaled $272.0 million or 69.6% of
the Company's total deposits at December 31, 2003, as compared to $254.0 million
or 63.4% at June 30, 2003. This increase in lower costing deposits is primarily
attributable to the continuing effort to grow core deposits. Pursuant to the
Company's strategy, the major focus in 2004 is on increasing commercial and
consumer core deposits and relying less on higher rate certificates of deposits,
primarily municipal certificates of deposits. In addition, the Company has not
used brokered deposits as a source of funds and presently has no plans to do so
in the future.

ASSET/LIABILITY MANAGEMENT

The primary asset/liability management goal of the Company is to manage and
control its interest rate risk of the bank subsidiary, thereby reducing its
exposure to fluctuations in interest rates, and achieving sustainable growth in
net interest income over the long term. Other objectives of asset/liability
management include: (1) ensuring adequate liquidity and funding, (2) maintaining
a strong capital base and (3) maximizing net interest income opportunities.

In general, interest rate risk is mitigated by closely matching the maturities
or re-pricing periods of interest-sensitive assets and liabilities to ensure a
favorable interest rate spread. Management regularly reviews the Bank's
interest-rate sensitivity, and uses a variety of strategies as needed to adjust
that sensitivity within acceptable tolerance ranges established by the Board of
Directors. Changing the relative proportions of fixed-rate and adjustable-rate
assets and liabilities is one of the primary strategies utilized by the Company
to accomplish this objective.

The Company may from time to time utilize derivative instruments such as
interest rate swaps, interest rate collars, interest rate floors, interest rate
swaptions or combinations thereof to assist in its asset/liability management.
At December 31, 2003, the Company was positively gapped whereby its
interest-earning assets were re-pricing at a quicker rate than its
interest-bearing liabilities. To partially offset the negative impact of the
current low market interest rate environment, the Company entered into three
separate interest rate swap transactions aggregating $41.0 million notional
amount to hedge certain of its higher rate Federal Home Loan Bank Advances. The
swaps had the effect of converting the higher fixed rate advances to lower
adjustable rate borrowings, which positively impacts the Company's net interest
margin in the current interest rate environment. Further, since the Company is
positively gapped, if the balance sheet were to remain static, future increases
should have similar impacts to the earnings and costs of the interest-earning
assets and interest-bearing liabilities. Additionally, in August 2003, the
Company purchased a $30.0 million notional amount 3.50% Three Month LIBOR
interest rate cap while simultaneously selling a $30.0 million notional amount
6.00% Three Month LIBOR interest rate cap ("Interest Rate Corridor"). The
Company paid a net premium, which entitles it to receive the difference between
Three Month LIBOR from 3.50% up to 6.00% times the $30.0 million notional
amount. The Interest Rate Corridor is being used to hedge the cash flows of
$10.0 million in floating rate Trust Preferred Securities as well as the cash
flows of certain borrowings, which could negatively impact earnings in a rising
interest rate environment.

The matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are "interest-rate sensitive" and by
monitoring an institution's interest-sensitivity gap.

                                       17

<PAGE>


An interest-sensitivity gap is considered positive when the amount of
interest-rate sensitive assets exceeds the amount of interest-rate sensitive
liabilities re-pricing within a defined period and is considered negative when
the amount of interest-rate sensitive liabilities exceeds the amount of
interest-rate sensitive assets re-pricing within a defined period.

To provide a more accurate one-year gap position of the Company, certain deposit
classifications are based on the interest-rate sensitive attributes and not on
the contractual re-pricing characteristics of these deposits. Management
estimates, based on historical trends of the Bank's deposit accounts, that money
market deposits are sensitive to interest rate changes. Accordingly, the
interest-sensitive portions of these deposits are classified in the less than
one-year categories with the remainder in the over five years category. Deposit
products with interest rates based on a particular index are classified
according to the specific re-pricing characteristic of the index. Deposit rates
other than time deposit rates are variable, and changes in deposit rates are
typically subject to local market conditions and management's discretion and are
not indexed to any particular rate. The Interest Rate Sensitivity Analysis at
December 31, 2003 is on page 26.

Generally, during a period of rising interest rates, a positive gap would result
in an increase in net interest income while a negative gap would adversely
affect net interest income. However, the interest-sensitivity table on page 26
does not provide a comprehensive representation of the impact of interest rate
changes on net interest income. Each category of assets or liabilities will not
be affected equally or simultaneously by changes in the general level of
interest rates. Even assets and liabilities, which contractually re-price within
the same period may not, in fact, re-price at the same price or the same time or
with the same frequency. It is also important to consider that the table
represents a specific point in time. Variations can occur as the Company adjusts
its interest-sensitivity position for the Bank throughout the year.

                               FINANCIAL CONDITION
                               -------------------

The Company's total assets increased to $606.4 million at December 31, 2003 from
$584.5 million at June 30, 2003, principally due to a $19.1 million increase in
loans receivable to $400.1 million at December 31, 2003 from $381.0 million at
June 30, 2003. Excluding residential loans, net loans would have increased by
$38.0 million or 13.6% for the same period in 2003. In line with its strategy,
the growth occurred principally in the consumer and commercial loan portfolios.
Residential mortgage loans as a percentage of total loans was reduced from 28.3%
at June 30, 2003 to 19.7% at December 31, 2003. In addition to the loan growth,
investment securities increased by $10.7 million, primarily through the
acquisition of agency bonds and mortgage-backed securities. These increases were
offset in part by a reduction in loans held for sale of $3.8 million and a
reduction in cash and cash equivalents of $3.5 million. The recent increase in
long-term interest rates created buying opportunities within the investment
portfolio while simultaneously reducing demand for single family residential
loans held for sale.

Deposits decreased by $9.8 million as higher rate municipal and retail
certificates of deposit totaling $27.8 million matured and were partially
replaced by money market and demand deposits aggregating $18.0 million. Federal
Home Loan Bank Advances increased $40.5 million to fund the above noted asset
growth as well as the net decrease in deposits resulting from the reduction in
the municipal and retail certificates of deposits along with a decline in
securities sold under repurchase agreements of $11.6 million.

                                       18

<PAGE>

Stockholders' equity increased by $2.0 million at December 31, 2003 as compared
to June 30, 2003, primarily as a result of net income of $3.1 million and the
issuance of common stock as a result of the exercise of stock options of
$754,000. These were partially offset by the payment of cash dividends of
$966,000 and a change in accumulated other comprehensive income of $878,000
related to unrealized losses on securities available for sale as well as the
change in the market value of the cash flow hedge, net of tax.

                              RESULTS OF OPERATIONS
                              ---------------------

INTEREST INCOME AND INTEREST SPREAD ANALYSIS
--------------------------------------------
The following table sets forth, for the periods indicated, information on a tax
equivalent basis regarding (1) the total dollar amount of interest income of the
Company from interest-earning assets and the resultant average yields; (2) the
total dollar amount of interest expense on interest-bearing liabilities and the
resultant average cost; (3) net interest income; (4) interest rate spread; and
(5) net interest-earning assets and their net yield. Average balances are
determined on a daily basis.

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED DECEMBER 31,
                                               ---------------------------------------------------------------------
                                                            2003                                 2002
                                               --------------------------------     --------------------------------
                                                                      (Dollars in Thousands)
                                                AVERAGE                YIELD/        AVERAGE                YIELD/
                                                BALANCE    INTEREST     RATE         BALANCE    INTEREST     RATE
                                               ---------  ----------- --------      ---------- ----------- ---------
<S>                                            <C>           <C>         <C>        <C>           <C>         <C>
ASSETS:
   Loans and loans held for sale (1)           $ 405,228   $  5,914     5.84%      $ 382,726    $  6,612     6.91%
   Securities and other investments (1)          160,522      1,702     4.24%        173,430       1,628     3.75%
                                               ------------------------------      --------------------------------
   Total interest-earning assets (1)             565,750      7,616     5.38%        556,156       8,240     5.93%
                                               ------------------------------      --------------------------------
   Non-interest earning assets                    37,117                              28,933
                                               ----------                          ----------
   TOTAL ASSETS                                $ 602,867                           $ 585,089
                                               ==========                          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Deposits and repurchase agreements (2)      $ 414,177      1,354     1.30%      $ 396,655       2,141     2.14%
   FHLB advances and other borrowings (2)        131,449      1,341     4.06%        132,771       1,568     4.69%
                                               -------------------------------     --------------------------------
TOTAL INTEREST-BEARING LIABILITIES (2)           545,626      2,695     1.96%        529,426       3,709     2.78%
                                               -------------------------------     --------------------------------
  Non-interest-bearing liabilities                 6,296                               9,503
  Stockholders' equity                            50,945                              46,160
                                               ----------                          ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 602,867                           $ 585,089
                                               ==========                          ==========
NET INTEREST INCOME/INTEREST RATE SPREAD                   $  4,921     3.42%                   $  4,531     3.15%
                                                           ===================                  ===================

NET INTEREST INCOME/AVERAGE
  INTEREST-EARNING ASSETS (2)                    $20,124                 3.46%        $26,730                 3.23%
                                               ==========             =========     ==========             ==========

RATIO OF AVERAGE INTEREST-EARNING ASSETS TO
  INTEREST-BEARING LIABILITIES                                            104%                                 105%
                                                                      =========                            ==========
</TABLE>

     (1)  Yield calculated using 30/360 day basis.
     (2)  Yield calculated based on the actual number of days.

The following details the tax equivalent adjustments in the above table:

<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED DECEMBER 31,
                   ----------------------------------------------------------------------------------------
                                      2003                                          2002
                   -----------------------------------------     ------------------------------------------
                     INTEREST         TAX         ADJUSTED         INTEREST         TAX         ADJUSTED
                      INCOME      ADJUSTMENT       INCOME           INCOME      ADJUSTMENT       INCOME
                   -----------------------------------------     ------------------------------------------
                                                   (Dollars in thousands)
<S>                  <C>            <C>           <C>              <C>            <C>           <C>
Loans                $ 5,898        $   16        $ 5,914          $ 6,592        $   20        $ 6,612
Investments            1,540           162          1,702            1,455           173          1,628
                   -----------------------------------------     ------------------------------------------
Total                $ 7,438        $  178        $ 7,616          $ 8,047        $  193        $ 8,240
                   =========================================     ==========================================
</TABLE>

                                       19

<PAGE>

<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED DECEMBER 31,
                                               ---------------------------------------------------------------------
                                                            2003                                 2002
                                               --------------------------------     --------------------------------
                                                                      (Dollars in Thousands)
                                                AVERAGE                YIELD/        AVERAGE                 YIELD/
                                                BALANCE    INTEREST     RATE         BALANCE     INTEREST     RATE
                                               --------------------------------     --------------------------------
<S>                                            <C>         <C>          <C>         <C>          <C>          <C>
ASSETS:
    Loans and loans held for sale (1)          $ 401,936   $ 12,022     5.98%       $ 377,859    $ 13,243     7.01%
    Securities and other investments (1)         157,402      3,208     4.08%         173,794       3,611     4.16%
                                               -------------------------------      --------------------------------
    Total interest-earning assets (1)            559,338     15,230     5.45%         551,653      16,854     6.11%
                                               -------------------------------      --------------------------------
    Non-interest earning assets                   39,441                               32,750
                                               ----------                           ----------
    TOTAL ASSETS                               $ 598,779                            $ 584,403
                                               ==========                           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Deposits and repurchase agreements (2)       $ 418,524      2,796     1.33%       $ 394,396       4,374     2.20%
  FHLB advances and other borrowings (2)         121,499      2,618     4.29%         131,489       3,112     4.69%
                                               -------------------------------      --------------------------------
TOTAL INTEREST-BEARING LIABILITIES (2)           540,023      5,414     1.99%         525,885       7,486     2.82%
                                               -------------------------------      --------------------------------
  Non-interest-bearing liabilities                 8,566                               12,839
  Stockholders' equity                            50,190                               45,679
                                               ----------                           ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 598,779                            $ 584,403
                                               ==========                           ==========
NET INTEREST INCOME/INTEREST RATE SPREAD                   $  9,816     3.46%                    $  9,368     3.29%
                                                           ===================                   ===================

NET INTEREST INCOME/AVERAGE
  INTEREST-EARNING ASSETS (2)                    $19,315                3.49%         $25,768                 3.37%
                                               ==========            =========      ==========             =========

RATIO OF AVERAGE INTEREST-EARNING ASSETS TO
  INTEREST-BEARING LIABILITIES                                           104%                                  105%
                                                                     =========                            =========
</TABLE>

     (1)  Yield calculated using 30/360 day basis.
     (2)  Yield calculated based on the actual number of days.

The following details the tax equivalent adjustments in the above table:

<TABLE>
<CAPTION>

                                                SIX MONTHS ENDED DECEMBER 31,
                   --------------------------------------------------------------------------------------
                                      2003                                          2002
                   ----------------------------------------    ------------------------------------------
                     INTEREST         TAX         ADJUSTED         INTEREST          TAX        ADJUSTED
                      INCOME       ADJUSTMENT      INCOME           INCOME       ADJUSTMENT      INCOME
                   ----------------------------------------    ------------------------------------------
                                                 (Dollars in thousands)
<S>                  <C>              <C>         <C>              <C>             <C>          <C>
Loans                $ 11,992        $   30       $ 12,022         $ 13,204        $   39       $ 13,243
Investments             2,873           335          3,208            3,263           348          3,611
                   ----------------------------------------    ------------------------------------------
Total                $ 14,865        $  365       $ 15,230         $ 16,467        $  387       $ 16,854
                   ========================================    ==========================================
</TABLE>

RATE/VOLUME ANALYSIS

The following table presents certain information regarding changes in interest
income and interest expense of the Company for the periods indicated. Interest
income and the annual rate are calculated on a taxable equivalent basis using
the Federal marginal income tax rate of 34% adjusted for the 20% interest
expense disallowance resulting in an effective tax rate of 27.2%. For each
category of interest-earning assets and interest-bearing liabilities,
information is provided with respect to changes attributable to (1) changes in
volume (change in volume multiplied by old rate), (2) changes in rate (change in
rate multiplied by old volume) and (3) changes in rate/volume (change in rate
multiplied by change in volume). The changes in rate/volume are allocated to the
change in volume variance and the change in the rate variance on a pro rata
basis.

                                       20

<PAGE>

<TABLE>
<CAPTION>

                                                                    SIX MONTHS ENDED DECEMBER 31,
                                           --------------------------------------------------------------------------------
                                                  2003 COMPARED TO 2002                     2002 COMPARED TO 2001
                                                INCREASE (DECREASE) DUE TO                INCREASE (DECREASE) DUE TO
                                           --------------------------------------    --------------------------------------
                                              VOLUME       RATE        TOTAL           VOLUME        RATE        TOTAL
                                           --------------------------------------------------------------------------------
                                                                      (Dollars in thousands)
<S>                                          <C>         <C>        <C>                <C>        <C>           <C>
Interest income on interest-earning assets:
  Loans and loans held for sale              $ 1,983     $(3,204)   $ (1,221)          $ 1,652    $ (2,022)     $ (370)
  Securities and other investments              (335)        (68)       (403)              914      (1,963)     (1,049)
                                           --------------------------------------    -----------------------------------
     Total interest income                     1,648      (3,272)     (1,624)            2,566      (3,985)     (1,419)
                                           --------------------------------------    -----------------------------------

Interest expense on interest-bearing liabilities:
    Deposits and repurchase
      agreements                                 703      (2,281)     (1,578)            (361)      (1,880)     (2,241)
    FHLB advances and other
      borrowings                                (234)       (260)       (494)           1,991       (1,313)        678
                                           --------------------------------------    --------------------------------------
         Total interest expense                  469      (2,541)     (2,072)           1,630       (3,193)     (1,563)
                                           --------------------------------------    --------------------------------------
Net change in net interest income            $ 1,179     $  (731)   $    448           $  936     $  (792)      $  144
                                           ======================================    ======================================
</TABLE>

Net interest income, on a fully tax equivalent basis, increased $390,000 and
$448,000 for the three-and six-month periods ended December 31, 2003,
respectively, compared to the same periods in 2002. The net interest margin
increased 23 basis points and 12 basis points over the same three- and six-month
periods. Total interest income, on a fully tax equivalent basis, decreased to
$7.6 million for the three-month period ended December 31, 2003, from $8.2
million for the same period in 2002. Total interest income, on a fully tax
equivalent basis, decreased to $15.2 million for the six-month period ended
December 31, 2003, from $16.9 million for the same period in 2002. Both declines
were primarily the result of declining market interest rates during the year,
which was partially offset by an increase in average interest-earning assets
during the periods.

Total interest expense decreased to $2.7 million from $3.7 million for the
three-month period ended December 31, 2003 as compared to the three-month period
ended December 31, 2002. Total interest expense decreased to $5.4 million from
$7.5 million for the six-month period ended December 31, 2003 as compared to the
six-month period ended December 31, 2002. The declines are due largely to (a)
general decline in market interest rates over the twelve month period, (b) a
change in the mix of the deposit base from higher costing certificates of
deposits to core deposits (Demand deposits, Savings and Money Market Accounts)
and (c) the conversion of approximately $41.0 million of high costing fixed rate
Federal Home Loan Bank Advances to lower costing variable rates through the use
of interest rate swaps entered into during the period June 2003 through August
2003. Offsetting part of the decrease was an increase in the average balance of
interest-bearing liabilities during both the three and six month periods.

PROVISION FOR LOAN LOSSES

The provision for loan losses increased by $195,000 and $434,000, for the three-
and six-months ended December 31, 2003 as compared to the same three- and
six-months ended December 31, 2002. The increase is due principally to growth in
the loan portfolio, an increase in non-performing assets, as well as a change in
the mix of the loan portfolio.

                                       21

<PAGE>

OTHER INCOME

Total other income increased $494,000 and $735,00 for the three- and six-months
ended December 31, 2003 compared to the same three- and six-months ended
December 31, 2002. The increases are due principally to (a) $172,000 and
$264,000 for the three- and six-month periods, respectively, as increases in
investment services income from Uvest and Phila. Corp. resulted from increased
revenues as brokerage transactions increased year over year, and (b) increased
gains on the sale of securities due primarily to the tender offer for a certain
corporate bond as well as the liquidation of a portion of a community bank
common stock portfolio which was held as an investment at the holding company.

OPERATING EXPENSES

Total operating expenses increased by $516,000 and $582,000 for the three- and
six-months ended December 31, 2003 as compared to the three- and six-months
ended December 31, 2002. These represent 11.7% and 6.7% increases for the three-
and six-month periods. The increases are due largely to increased costs
associated with checking accounts and other core deposits, a one-time charge for
legal costs associated with a Corporate Governance review, as well as annual
salary increases and the investment in management infrastructure.

INCOME TAX EXPENSE

Income tax expense declined by $35,000 for the six-month period ended December
31, 2003 as compared to the six-month period ended December 31, 2002 due to a
reduction in the effective tax rate from 25.4% to 23.4% from December 31, 2002
to December 31, 2003. The reduction is the result of higher percentage of the
Company's income before taxes being derived from tax-exempt investments as well
as various federal tax credits received by the Company. Income tax expense was
comparable for the three-month periods ended December 31, 2003 and December 31,
2002.


                                  ASSET QUALITY

Non-performing loans totaled $4.5 million and $4.2 million at December 31, 2003
and June 30, 2003, respectively. It is the policy of the Company to discontinue
the accrual of interest when principal or interest payments are delinquent 90
days or more (unless the loan principal and interest are determined by
management to be fully secured and in the process of collection), or earlier, if
the financial condition of the borrower raises significant concern with regard
to the ability of the borrower to service the debt in accordance with the
current loan terms. Interest income is not accrued until the financial condition
and payment record of the borrower clearly demonstrates the borrower's ability
to service the debt. Included in the totals at both dates is a single commercial
real estate loan in the amount of $3.2 million. Although the loan is current in
the payment of interest as it has been due and the next six months payment of
interest has been prepaid, the loan was placed on non-accrual as principal was
not repaid in accordance with the original stated maturity. The borrower has
encountered financial difficulties, the underlying real estate is outside the
Bank's primary lending area and repayment is dependent upon factors not under
the complete control of the borrower. The increase of non-accrual loans of
$300,000 from June 30, 2003 is attributed to a single borrower who is current in
his debt service payments but has encountered financial

                                       22

<PAGE>

difficulties. The loan was placed on non-accrual and payments received are being
applied to reduce principal, as the underlying collateral may be insufficient to
cover the principal balance of the loans.

At December 31, 2003 and June 30, 2003, the Company's classified loans, which
consisted of loans classified as substandard, doubtful or loss totaled $9.2
million and $10.4 million, respectively. Included in loans classified
substandard at December 31, 2003 and June 30, 2003, were all loans 90 days past
due and loans which were less than 90 days delinquent but inadequately protected
by the current paying capacity of the borrower or of the collateral pledged, or
which were subject to one or more well-defined weaknesses which may jeopardize
the satisfaction of the debt. Also included in classified loans at December 31,
2003 were loans totaling $5.2 million, which are current but have been listed as
substandard and are being closely monitored.

At December 31, 2003, in addition to classified loans, classified assets include
three (four at June 30, 2003) Non-rated Pennsylvania Municipal Authority Bonds
that have been classified as substandard. These bonds were originally purchased
during the period from June 1998 through June 2000. The aggregate book value of
the bonds at December 31, 2003 is $5.7 million ($7.0 million at June 30, 2003).
Two of the three bonds with an aggregate book value of $4.7 million are zero
coupon bonds with maturities extending up to 2034. Both bonds are secured by the
revenue streams of commercial office buildings, which are leased to various
agencies of the Commonwealth of Pennsylvania under long-term lease arrangements
with renewal options.

A third bond was issued by the Housing Authority of Chester County and has a
book balance of $1.0 million at an interest rate of 6% and final maturity in
June 2019. This bond involves low-income scattered housing in Chester County
under a program of the Office of Housing and Urban Development ("HUD"). HUD has
committed to provide additional funds to build additional houses, which would be
donated to this bond issues. The retirement of the bond issue is dependent upon
proceeds from either the rental or sale of the existing and additional houses.
Although all principal and interest have been paid per the terms of the bond
indenture, this bond is on non-accrual at December 31, 2003.

The fourth bond was sold in September 2003 resulting in a net after tax loss of
approximately $51,000.


                         LIQUIDITY AND CAPITAL RESOURCES

Management monitors liquidity daily and maintains funding sources to meet
unforeseen changes in cash requirements. The Company's primary sources of funds
are deposits, borrowings, repayments, prepayments and maturities of outstanding
loans and mortgage-backed securities, sales of assets available for sale,
maturities of investment securities and other short-term investments, and funds
provided from operations. While scheduled loan and mortgage-backed securities
repayments and maturing investment securities and short-term investments are
relatively predictable sources of funds, deposit flows and loan prepayments are
greatly influenced by the movement of interest rates in general, economic
conditions and competition. The Company manages the pricing of its deposits to
maintain a deposit balance deemed appropriate and desirable. Although the
Company's deposits represent the majority of its total liabilities, the Company
has also utilized other borrowing sources, namely Federal Home Loan Bank
advances.

                                       23

<PAGE>

Liquidity management is both a daily and long-term function. Excess liquidity is
generally invested in short-term investments such as Federal Home Loan Bank
overnight deposits. On a longer-term basis, the Company maintains a strategy of
investing in various lending and investment securities products. The Company
uses its sources of funds to primarily fund loan commitments and maintain a
substantial portfolio of investment securities, and to meet its ongoing
commitments to pay maturing savings certificates and other deposits. At December
31, 2003, the Company had $4.1 million in commitments to fund loan originations.
In addition, at such date the Company had undisbursed loans in process for
construction loans of $14.7 million and $70.8 million in undisbursed lines of
credit. Management of the Company believes that the Company has adequate
resources, including principal prepayments and repayments of loans and
investment securities and borrowing capacity, to fund all of its commitments to
the extent required.

The Company's current dividend policy is to declare a regular quarterly dividend
with the intent that the level of the dividend per share be reviewed and
determined by the Board of Directors on a quarterly basis. Dividends will be in
the form of cash and/or stock after giving consideration to all aspects of the
Company's performance for the current and prior quarter and other relevant
aspects. On August 14, 2003, the Board of Directors declared a 5% stock dividend
and a quarterly cash dividend of $.10 per share, both of which were paid on
September 15, 2003. Cash dividends from the Holding Company are primarily
dependent upon dividends paid to it by First Financial and/or Phila. Corp.,
which, in turn, are subject to certain restrictions established by federal
regulators and Pennsylvania law.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises primarily from the interest rate risk inherent
in its lending, investments and deposit taking activities. To that end,
management actively monitors and manages its interest rate risk exposure. At
December 31, 2003, the Company's management believes that the interest rate
exposure has not significantly changed since disclosed at June 30, 2003.

The primary asset/liability management goal of the Company is to manage and
control its interest rate risk, thereby reducing its exposure to fluctuations in
interest rates, and achieving sustainable growth in net interest income over the
long term. Other objectives of asset/liability management include: (1) ensuring
adequate liquidity and funding, (2) maintaining a strong capital base and (3)
maximizing net interest income opportunities.

In general, interest rate risk is mitigated by closely matching the maturities
or repricing periods of interest-sensitive assets and liabilities to ensure a
favorable interest rate spread. Management regularly reviews the Company's
interest-rate sensitivity, and uses a variety of strategies as needed to adjust
that sensitivity within acceptable tolerance ranges established by management.
Changing the relative proportions of fixed-rate and adjustable-rate assets and
liabilities is one of the primary strategies utilized by the Company to
accomplish this objective.

The matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are "interest-rate sensitive" and by
monitoring an institution's interest-sensitivity gap. An interest-sensitivity
gap is considered positive when the amount of interest-rate sensitive assets
exceeds the amount of interest-rate sensitive liabilities repricing within a
defined period and is

                                       24
<PAGE>


considered negative when the amount of interest-rate sensitive liabilities
exceeds the amount of interest-rate sensitive assets repricing within a defined
period.

To provide a more accurate one-year gap position of the Company, certain deposit
classifications are based on the interest-rate sensitive attributes and not on
the contractual repricing characteristics of these deposits. Management
estimates, based on historical trends of the Bank's deposit accounts, that money
market deposits are sensitive to interest rate changes. Accordingly, some of the
interest sensitive portions of such liabilities are classified in the less than
one-year categories with the remainder placed in the other categories. Deposit
products with interest rates based on a particular index are classified
according to the specific repricing characteristic of the index. Deposit rates
other than time deposit rates are variable, and changes in deposit rates are
typically subject to local market conditions and management's discretion and are
not indexed to any particular rate.

Generally, during a period of rising interest rates, a positive gap would result
in an increase in net interest income while a negative gap would adversely
affect net interest income. However, the interest sensitivity table does not
provide a comprehensive representation of the impact of interest rate changes on
net interest income. Each category of assets or liabilities will not be affected
equally or simultaneously by changes in the general level of interest rates.
Even assets and liabilities, which contractually reprice within the same period
may not, in fact, reprice at the same price or the same time or with the same
frequency. It is also important to consider that the table represents a specific
point in time. Variations can occur as the Company adjusts its interest
sensitivity position throughout the year. Although interest rate sensitivity gap
is a useful measurement and contributes towards effective asset/liability
management, it is difficult to predict the effect of changing interest rates
solely on that measure. An alternative methodology is to estimate the changes in
the Company's portfolio equity over a range of interest rate scenarios.

The Company periodically identifies certain loans as held for sale at the time
of origination, primarily consisting of fixed-rate, single-family residential
mortgage loans which meet the underwriting characteristics of certain
government-sponsored enterprises (conforming loans). The Company regularly
re-evaluates its policy and revises it as deemed necessary. The majority of
loans sold to date have consisted of sales to Freddie Mac of whole loans and 95%
participation interests in long-term, fixed-rate, single-family residential
mortgage loans in furtherance of the Company's goal of better matching the
maturities and interest-rate sensitivity of its assets and liabilities. When
selling loans, the Company has generally retained servicing in order to increase
its non-interest income. At December 31, 2003, the Company serviced $3.5 million
of mortgage loans for others. Sales of loans produce future servicing income and
provide funds for additional lending and other purposes.

The following is an interest rate sensitivity analysis for the Bank at December
31, 2003:

                                       25

<PAGE>

<TABLE>
<CAPTION>
             INTEREST RATE SENSITIVITY ANALYSIS AT DECEMBER 31, 2003
                             (Dollars in thousands)

                                                                         MORE THAN            MORE THAN          MORE THAN
                                                                      THREE MONTHS           SIX MONTHS           ONE YEAR
                                                  THREE MONTHS             THROUGH              THROUGH            THROUGH
                                                       OR LESS          SIX MONTHS             ONE YEAR        THREE YEARS
                                                  --------------------------------------------------------------------------
<S>                                                   <C>                 <C>                  <C>                <C>
INTEREST-EARNING ASSETS:
   Loans: (1)
        Real estate (2)                               $ 72,140            $ 19,992             $ 29,536           $ 61,714
        Commercial business                             35,425               1,117                2,044              5,713
        Consumer                                        45,188               5,762                8,046             15,728
   Securities and interest-bearing deposits (3)         42,349               8,899               12,486             28,799
                                                  --------------------------------------------------------------------------

   TOTAL INTEREST-EARNING ASSETS                      $195,102            $ 35,770             $ 52,112           $111,954
                                                  --------------------------------------------------------------------------

INTEREST-BEARING LIABILITIES:
   Savings accounts                                   $  1,533            $  1,534             $  3,070           $ 12,317
   NOW accounts                                          1,639               1,640                3,284             13,173
   Money market accounts                               101,390               1,269                2,544              6,863
   Certificate accounts                                 37,023              16,412               18,394             26,443
   Repo sweep                                           15,709                  --                   --                 --
   Borrowings                                           56,787                 523                6,560             21,855
                                                  --------------------------------------------------------------------------
  TOTAL INTEREST-BEARING LIABILITIES                  $214,081            $ 21,378             $ 33,852           $ 80,651
                                                  --------------------------------------------------------------------------

Cumulative (deficit) excess of interest-earning
   assets to interest-bearing liabilities             $(18,979)           $ (4,587)            $  13,673          $ 44,976
                                                  ==============     ===============     ================    ===============
Cumulative ratio of interest rate-sensitive
   assets to interest rate-sensitive liabilities         91.1%               98.1%               105.1%             112.9%
                                                  =============     ===============     ================    ===============
CUMULATIVE DIFFERENCE AS A PERCENTAGE OF
   TOTAL ASSETS                                         (3.1)%              (0.8)%                 2.3%               7.5%
                                                  =============     ===============     ================    ===============


                                                        MORE THAN
                                                      THREE YEARS
                                                          THROUGH         MORE THAN
                                                       FIVE YEARS        FIVE YEARS             TOTAL
                                                  ---------------------------------------------------
INTEREST-EARNING ASSETS:
   Loans: (1)
        Real estate (2)                                  $ 53,417          $ 14,012          $250,811
        Commercial business                                 3,058                --            47,357
        Consumer                                           11,226            22,074           108,024
   Securities and interest-bearing deposits (3)            12,888            59,269           164,690
                                                  ---------------------------------------------------

   TOTAL INTEREST-EARNING ASSETS                         $ 80,589          $ 95,355          $570,882
                                                  ---------------------------------------------------

INTEREST-BEARING LIABILITIES:
   Savings accounts                                      $ 12,382          $     --           $30,836
   NOW accounts                                            13,235            33,565            66,536
   Money market accounts                                    3,507                --           115,573
   Certificate accounts                                    15,703             4,876           118,851
   Repo sweep                                                  --                --            15,709
   Borrowings                                              24,143            24,727           134,595
                                                  ---------------------------------------------------
  TOTAL INTEREST-BEARING LIABILITIES                     $ 68,970          $ 63,168          $482,100
                                                  ---------------------------------------------------

Cumulative (deficit) excess of interest-earning
   assets to interest-bearing liabilities                $ 56,595          $ 88,782          $ 88,782
                                                     =============    ==============     =============
Cumulative ratio of interest rate-sensitive
   assets to interest rate-sensitive liabilities           113.5%            118.4%            118.4%
                                                     =============    ==============     =============
CUMULATIVE DIFFERENCE AS A PERCENTAGE OF
   TOTAL ASSETS                                              9.4%             14.7%             14.7%
                                                     =============    ==============     =============
</TABLE>

(1) Net of undisbursed loan proceeds.
(2) Includes commercial mortgage loans.
(3) Excludes SFAS 115 available for sale adjustment.

Certain shortcomings are inherent in the method of analysis presented in the
table above. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as adjustable-rate loans, have
features, which restrict changes in interest rates both on a short-term basis
and over the life of the asset. Further, in the event of changes in interest
rates, prepayment and early withdrawal levels would likely deviate significantly
from those assumed in calculating the table. Finally, the ability of many
borrowers to service their adjustable-rate loans may decrease in the event of an
interest rate increase.

                                       26

<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the
Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" ("Disclosure Controls") in accordance with
the provisions of Rules 13a-14 and 13a-15 of the Securities Exchange Act of
1934. This evaluation ("Controls Evaluation") was done under the supervision and
with the participation of management, including the Chief Executive Officer and
Chief Financial Officer.

Disclosure Controls are the Company's controls and other procedures that are
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files under the Exchange
Act is accumulated and communicated to the Company's management, including its
CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure.

Based upon the Controls Evaluation, the CEO and CFO have concluded that the
Disclosure Controls are effective to timely alert management to material
information relating to the Company, including its consolidated subsidiaries,
during the period for which its periodic reports are being prepared.

In accord with SEC requirements, the CEO and CFO note that, since the date of
the Controls Evaluation to the date of this Quarterly Report, there have been no
significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                       27

<PAGE>

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings

     Except as described in the Company's Form 10-K as of June 30, 2003 (with
     respect to certain litigation, which there has been no material
     development), the Company is involved in routine, non-material legal
     proceedings occurring in the ordinary course of business which management
     believes will not have a material adverse effect on the financial condition
     or operations of the Company.

     Item 2. Changes in Securities and Use of Proceeds
                   None

     Item 3. Defaults Upon Senior Securities
                   Not Applicable.

     Item 4. Submission of Matters to a Vote of Security Holders

          The Company's annual meeting of stockholders was held on October 22,
          2003. The following matters were presented for stockholder action at
          such meeting:

          (1)  To elect two directors for a term of three years or until their
               successors have been elected and qualified:

                      NAME                  VOTES FOR           VOTES WITHHELD
                ---------------------------------------------------------------
                Edward T. Borer             4,185,316               88,470
                James E. McErlane           4,092,937              180,850

               The Company's other continuing Directors are as follows: Donna M.
               Coughey; John J. Cunningham, III; Gerard F. Griesser; Emory S.
               Todd, Jr.; Dr. Madeleine Wing Adler; and William M. Wright.

          (2)  To ratify the appointment of KPMG LLP as the Company's
               independent auditors for the fiscal year ending
                        June 30, 2004:

                    VOTES FOR            VOTES AGAINST        VOTES ABSTAINED
               -----------------    ----------------------  -------------------
                    4,140,688               116,538               16,559

     Item 5. Other Information

                   None

                                       28

<PAGE>

     Item 6. Exhibits and Reports on Form 8-K

          (a)  The following exhibits are filed as part of this Form 10-Q.

                                INDEX TO EXHIBITS

    NUMBER                            DESCRIPTION
-------------------------------------------------------------------------------
     31.1       Certification of the Chief Executive Officer pursuant to Rule
                13a-14 of the Securities Exchange Act of 1934, as amended, as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002 dated February 12, 2004
     31.2       Certification of the Chief Financial Officer pursuant to Rule
                13a-14 of the Securities Exchange Act of 1934, as amended, as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002 dated February 12, 2004
     32.1       Certification of the Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002 dated February 12, 2004
     32.2       Certification of the Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002 dated February 12, 2004


          (b)  Reports on Form 8-K

               (1)  Form 8-K, filed October 22, 2003 - Results of Operations and
                    Financial Condition at September 30, 2003 (Items 7 and 9).
               (2)  Form 8-K, filed December 1, 2003 - Quarterly Cash Dividend
                    (Item 5 and 7).

                                       29

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      Chester Valley Bancorp Inc.


Date          02/12/04                /s/ Donna M. Coughey
    ----------------------------      -----------------------------------------
                                      Donna M. Coughey
                                      President and Chief Executive Officer


Date         2/12/04                  /s/ Joseph T. Crowley
    ----------------------------      -----------------------------------------
                                      Joseph T. Crowley
                                      CFO and Treasurer

                                       30