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 MARCH 31, 2005

                                       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  X     NO
                                               -----     -----

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)                           5,161,299
   ------------------------------                 ----------------------------
      (Title of Each Class)                      (Number of Shares Outstanding
                                                      as of May 1, 2005)

<PAGE>

<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES

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

<S>                                                                                <C>
ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
         March 31, 2005 and June 30, 2004 (Unaudited)                                1

         CONSOLIDATED STATEMENTS OF OPERATIONS
         Three Months Ended March 31, 2005 and 2004 (Unaudited)                      2

         CONSOLIDATED STATEMENTS OF OPERATIONS
         Nine Months Ended March 31, 2005 and 2004 (Unaudited)                       3

         STATEMENTS OF OTHER COMPREHENSIVE INCOME
         Three Months and Nine Months Ended March 31, 2005 and 2004 (Unaudited)      4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         Nine Months Ended March 31, 2005 and 2004 (Unaudited)                       5

         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS                      6 - 16

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                      17 - 28

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK               28 - 31

ITEM 4.  CONTROLS AND PROCEDURES                                                     32


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

ITEM 1.  LEGAL PROCEEDINGS                                                           33

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
         PROCEEDS                                                                    33

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                             33

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                         33

ITEM 5.  OTHER INFORMATION                                                           33

ITEM 6.  EXHIBITS                                                                    34

SIGNATURES                                                                           35
----------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                       MARCH 31,    JUNE 30,
                                                                         2005         2004
                                                                      ----------------------
                                                                           (UNAUDITED)

<S>                                                                   <C>          <C>
ASSETS                                                                $  14,003    $  12,844
  Cash in banks                                                           2,541       15,352
  Interest-bearing deposits
                                                                      ---------    ---------
    TOTAL CASH AND CASH EQUIVALENTS                                      16,544       28,196
                                                                      ---------    ---------
  Trading account securities                                                 13            8
  Investment securities available for sale                              130,698      130,089
  Investment securities held to maturity (fair value -
    March 31, 2005, $60,341
    June 30, 2004, $57,779)                                              61,352       59,384

  Loans held for sale                                                       747          538

  Loans receivable                                                      436,984      401,965
    Deferred fees                                                          (420)        (508)
    Allowance for loan losses                                            (6,793)      (6,331)
                                                                      ---------    ---------
      Loans receivable, net                                             429,771      395,126
                                                                      ---------    ---------
  Accrued interest receivable                                             3,236        2,652
  Property and equipment - net                                           14,083       13,009
  Bank owned life insurance                                               5,579        5,414
  Real estate owned                                                          54           54
  Goodwill                                                                2,416        1,171
  Intangible assets                                                         806          384
  Other assets                                                            9,102        6,083
                                                                      ---------    ---------
    TOTAL ASSETS                                                      $ 674,401    $ 642,108
                                                                      =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
 Liabilities:
  Deposits                                                            $ 456,936    $ 427,103
  Securities sold under agreements to repurchase                         21,875       27,216
  Advance payments by borrowers for taxes and insurance                     977        1,433
  Federal Home Loan Bank advances                                       127,086      120,963
  Trust preferred securities                                             10,310       10,310
  Accrued interest payable                                                  736          679
  Other liabilities                                                       2,249        2,147
                                                                      ---------    ---------
    TOTAL LIABILITIES                                                   620,169      589,851
                                                                      ---------    ---------

  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;
     5,161,911 and 4,876,484 shares issued and outstanding
     at March 31, 2005 and June 30, 2004, respectively                    5,162        4,876
  Additional paid-in capital                                             41,527       36,247
  Retained earnings - partially restricted                               10,149       13,303
  Treasury stock (612 and 583 shares at March 31, 2005 and June 30,
    2004, respectively, at cost)                                            (13)         (13)
  Accumulated other comprehensive loss, net                              (2,593)      (2,156)
                                                                      ---------    ---------
    TOTAL STOCKHOLDERS' EQUITY                                           54,232       52,257
                                                                      ---------    ---------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 674,401    $ 642,108
                                                                      =========    =========
</TABLE>

See accompanying notes to consolidated financial statements

                                       1

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<TABLE>
<CAPTION>

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

                                                         THREE MONTHS ENDED MARCH 31,
                                                         ----------------------------
                                                              2005          2004
                                                          -----------    -----------
                                                                 (UNAUDITED)
<S>                                                       <C>            <C>
INTEREST INCOME:
  Loans                                                   $     6,378    $     5,690
  Mortgage-backed securities                                      431            396
  Interest-bearing deposits                                        39             16
  Investment securities:
    Taxable                                                     1,300            844
    Non-taxable                                                   339            423
                                                          -----------    -----------
    TOTAL INTEREST INCOME                                       8,487          7,369
                                                          -----------    -----------
INTEREST EXPENSE:
  Deposits                                                      1,419          1,258
  Securities sold under agreements to repurchase                   87             21
  Short-term borrowings                                            65             70
  Long-term borrowings                                          1,501          1,275
                                                          -----------    -----------
    TOTAL INTEREST EXPENSE                                      3,072          2,624
                                                          -----------    -----------
NET INTEREST INCOME                                             5,415          4,745
  Provision for loan losses                                       112            180
                                                          -----------    -----------
    NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES         5,303          4,565
                                                          -----------    -----------
OTHER INCOME:
  Investment services income                                    1,014          1,096
  Service charges and fees                                      1,037            716
  Gain on the sale of:
    Loans                                                         129             15
    Available for sale securities                                  32            378
  Other                                                           110            108
                                                          -----------    -----------
    TOTAL OTHER INCOME                                          2,322          2,313
                                                          -----------    -----------
OPERATING EXPENSES:
  Salaries and employee benefits                                3,092          2,825
  Occupancy and equipment                                         867            752
  Data processing                                                 272            278
  Advertising                                                     114             89
  Deposit insurance premiums                                       15             15
  Merger and integration charges                                  439             --
  Debt prepayment fees                                          1,608             --
  Other                                                         1,173            785
                                                          -----------    -----------
    TOTAL OPERATING EXPENSES                                    7,580          4,744
                                                          -----------    -----------
Income before income taxes                                         45          2,134
Income tax (benefit) expense                                     (149)           528
                                                          -----------    -----------
    NET INCOME                                            $       194    $     1,606
                                                          ===========    ===========
EARNINGS PER SHARE (1)
  Basic                                                   $      0.04    $      0.32
                                                          ===========    ===========
  Diluted                                                 $      0.04    $      0.30
                                                          ===========    ===========
DIVIDENDS PER SHARE PAID DURING PERIOD (1)                $      0.11    $      0.10
                                                          ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING (1)
  Basic                                                     5,154,885      5,096,848
                                                          ===========    ===========
  Diluted                                                   5,399,024      5,292,764
                                                          ===========    ===========
</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 2004.

See accompanying notes to unaudited consolidated financial statement.

                                       2

<PAGE>

<TABLE>
<CAPTION>

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

                                                          NINE MONTHS ENDED MARCH 31,
                                                          --------------------------
                                                              2005          2004
                                                          -----------    -----------
                                                                 (UNAUDITED)
<S>                                                       <C>            <C>
INTEREST INCOME:
  Loans                                                   $    18,280    $    17,682
  Mortgage-backed securities                                    1,217          1,145
  Interest-bearing deposits                                        74             47
  Investment securities:
    Taxable                                                     3,905          2,040
    Non-taxable                                                 1,030          1,320
                                                          -----------    -----------
    TOTAL INTEREST INCOME                                      24,506         22,234
                                                          -----------    -----------
INTEREST EXPENSE:
  Deposits                                                      4,075          3,996
  Securities sold under agreements to repurchase                  201             79
  Short-term borrowings                                           270            130
  Long-term borrowings                                          4,228          3,833
                                                          -----------    -----------
    TOTAL INTEREST EXPENSE                                      8,774          8,038
                                                          -----------    -----------
NET INTEREST INCOME                                            15,732         14,196
  Provision for loan losses                                       470            856
                                                          -----------    -----------
    NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES        15,262         13,340
                                                          -----------    -----------
OTHER INCOME:
  Investment services income                                    3,202          3,204
  Service charges and fees                                      2,644          2,243
  Gain on the sale of:
    Loans                                                         282            100
    Available for sale securities                                 290          1,012
  Other                                                           346            338
                                                          -----------    -----------
    TOTAL OTHER INCOME                                          6,764          6,897
                                                          -----------    -----------
OPERATING EXPENSES:
  Salaries and employee benefits                                8,944          7,955
  Occupancy and equipment                                       2,350          2,176
  Data processing                                                 796            737
  Advertising                                                     277            168
  Deposit insurance premiums                                       47             46
  Merger and integration charges                                  439             --
  Debt prepayment fees                                          1,608             --
  Other                                                         3,260          2,961
                                                          -----------    -----------
    TOTAL OPERATING EXPENSES                                   17,721         14,043
                                                          -----------    -----------
Income before income taxes                                      4,305          6,194
Income tax expense                                                984          1,476
                                                          -----------    -----------
    NET INCOME                                            $     3,321    $     4,718
                                                          ===========    ===========
EARNINGS PER SHARE (1)
  Basic                                                   $      0.65    $      0.93
                                                          ===========    ===========
  Diluted                                                 $      0.62    $      0.90
                                                          ===========    ===========
DIVIDENDS PER SHARE PAID DURING PERIOD (1)                $      0.32    $      0.30
                                                          ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING (1)
  Basic                                                     5,141,423      5,074,308
                                                          ===========    ===========
  Diluted                                                   5,334,583      5,264,381
                                                          ===========    ===========

</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 2004.
See accompanying notes to unaudited consolidated financial statement.

                                       3

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<TABLE>
<CAPTION>

                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                    STATEMENTS OF OTHER COMPREHENSIVE INCOME
                             (Dollars in Thousands)
                                                                                        THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                  ---------------------------
                                                                                     2005              2004
                                                                                  -----------       ---------
                                                                                           (Unaudited)
<S>                                                                               <C>               <C>
NET INCOME                                                                        $      194        $   1,606

Other comprehensive income, net of tax:
  Net unrealized holding (losses) gains on securities available for sale
     during the period                                                                  (834)             826
  Reclassification adjustment for (gains)
     included in net income                                                              (21)            (249)
  Net unrealized gain (loss) on cash flow hedge                                          230              (97)
                                                                                  -----------       ----------
COMPREHENSIVE INCOME                                                              $     (431)       $   2,086
                                                                                  ===========       =========


                                                                                        NINE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                  ---------------------------
                                                                                     2005              2004
                                                                                  -----------       ---------
                                                                                           (Unaudited)

NET INCOME                                                                        $    3,321        $   4,718

Other comprehensive income, net of tax:
  Net unrealized holding (losses) gains on securities available for sale
     during the period                                                                  (371)             608
  Reclassification adjustment for (gains)
     included in net income                                                             (191)            (668)
  Net unrealized gain (losses) on cash flow hedge                                        125             (338)
                                                                                  ----------        ---------
COMPREHENSIVE INCOME                                                              $   2,884         $   4,320
                                                                                  ==========        =========
</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)
                                                                                        NINE MONTHS ENDED MARCH 31,
                                                                                       ----------------------------
                                                                                         2005                2004
------------------------------------------------------------------------------------------------        -----------
                                                                                              (Unaudited)
<S>                                                                                    <C>                 <C>
Net income                                                                             $  3,321            $  4,718
Add (deduct) items not affecting cash flows provided by operating activities:
  Depreciation                                                                              758                 748
  Provision for loan losses                                                                 470                 856
  Gain on sale of securities available for sale                                            (290)             (1,012)
  Originations of loans held for sale                                                   (13,739)            (10,975)
  Proceeds from sale of loans held for sale                                              13,812              14,565
  Gain on sale of loans held for sale                                                      (282)               (100)
  Amortization of deferred loan fees, discounts and premiums                               (219)                (33)
  (Increase) in trading account securities                                                   (5)                 --
  Increase in accrued interest receivable                                                  (564)               (292)
  Increase in value of bank owned life insurance                                           (165)               (193)
  (Increase) decrease in other assets                                                    (2,453)             (1,584)
  (Decrease) increase in other liabilities                                                  101               1,893
  (Decrease) increase in accrued interest payable                                            25                  11
--------------------------------------------------------------------------------------------------------------------
Net cash flows provided by operating activities                                             770               8,602
--------------------------------------------------------------------------------------------------------------------
Cash flows used in investment activities:
  Capital expenditures                                                                   (1,219)               (837)
  Net increase in loans                                                                 (29,278)            (10,491)
  Purchase of investment securities                                                     (11,854)            (26,458)
  Proceeds from maturities, payments and calls of investment securities                  10,212              12,440
  Purchase of securities available for sale                                             (43,070)            (91,822)
  Proceeds from sales and calls of securities available for sale                         41,795              86,401
  Net cash and cash equivalents received from branch acquisition                          7,216              13,437
--------------------------------------------------------------------------------------------------------------------
Net cash flows used in investment activities                                            (26,198)            (17,330)
--------------------------------------------------------------------------------------------------------------------
Cash flows provided by financing activities
  Net (decrease) increase in deposits before interest credited                           11,038              (3,509)
  Interest credited to deposits                                                           3,321               3,422
  Decrease in securities sold under agreements to repurchase                             (5,341)             (8,426)
  Proceeds from FHLB advances                                                            58,738              69,393
  Repayments of FHLB advances                                                           (52,615)            (39,873)
  Decrease in advance payments by borrowers for taxes and insurance                        (456)               (716)
  Cash dividends on common stock                                                         (1,595)             (1,477)
  Payment for fractional shares                                                             (10)                 (7)
  Stock options exercised                                                                   696                 881
--------------------------------------------------------------------------------------------------------------------
Net cash flows provided by financing activities                                          13,776              19,688
--------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                               (11,652)             10,960
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                    28,196              25,749
                                                                                    ------------        -----------
  End of period                                                                        $ 16,544            $ 36,709
                                                                                    ============        ===========
SUPPLEMENTAL DISCLOSURES:
  Cash payments during the year for:
  Taxes                                                                                $  1,120            $  1,025
  Interest                                                                             $  8,717            $  7,992
NON-CASH ITEMS:
  Stock dividend issued                                                                $  4,869            $  5,075
  Net unrealized (loss) gain on investment securities available for sale, net of tax   $   (562)           $    (60)
  Net unrealized loss on cash flow hedge                                               $    125            $   (338)
ACQUISITIONS:
In conjunction with the branch acquisition, liabilities assumed and assets
 acquired were as follows:
  Assets acquired net of cash and cash equivalents received                            $  8 291            $  6,173
  Cash and cash equivalents received                                                   $  7,216            $ 13,437
  Liabilities assumed                                                                  $ 15,507            $ 19,610
</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" and sometimes referred to as
"Chester Valley") 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. The Company also operates
a full service investment advisory and securities brokerage business through its
association with Philadelphia Corporation for Investment Services ("Phila.
Corp."). 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 thirteen 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 as 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
Holding 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
nine-month unaudited interim periods.

                                       6

<PAGE>

The results of operations for the three- and nine-month periods ended March 31,
2005 are not necessarily indicative of the results to be expected for the fiscal
year ending June 30, 2005. 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, 2004.


GOODWILL AND OTHER INTANGIBLES

Goodwill represents the excess of the purchase price over the fair value of net
assets acquired in accordance with the purchase method of accounting. Other
intangibles represent primarily the net present value of the future economic
benefits to be derived from the purchase of core deposits ("core deposit
intangible"), which are being amortized on an accelerated basis over their
estimated useful lives of approximately eight years. Effective July 1, 2001, the
Company adopted certain provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," as required
for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001. For all business combinations completed after
June 30, 2001, such as the acquisition of the Coatesville and Avondale Branches
from PNC National Bank, goodwill is deemed to have an indefinite life and is
therefore not amortized, but is subject to annual impairment tests.

The Company adopted the remaining provisions of SFAS No. 142 on April 1, 2002.
Under these rules, all goodwill and intangible assets deemed to have indefinite
lives are no longer amortized, but are subject to annual impairment tests in
accordance with the provisions of SFAS No. 142. Other intangible assets continue
to be amortized over their estimated useful lives.


MORTGAGE SERVICING RIGHTS

The Company originates and sells real estate loans to investors in the secondary
mortgage market. After the sale, the Company may retain the right to service
these loans. When originated mortgage loans are sold and servicing is retained,
a servicing asset is capitalized based on relative fair value at the date of
sale. Servicing assets are amortized as an offset to other fees in proportion
to, and over the period of, estimated net servicing income. The unamortized cost
is included in other assets in the accompanying consolidated balance sheet. The
servicing rights are periodically evaluated for impairment based on their
relative fair value.


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; accordingly, no expense is recognized in the Consolidated Statement of
Operations.

                                       7

<PAGE>

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 interim 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        NINE MONTHS ENDED
                                                             MARCH 31,                MARCH 31,
                                                      ---------------------    ----------------------
                                                        2005          2004        2005          2004
                                                      ---------------------    ----------------------
<S>                                                   <C>           <C>         <C>           <C>
Net income, as reported                               $   194       $ 1,606     $ 3,321       $ 4,718
Deduct: Total stock-based compensation expense
  determined under fair value based method for all
  awards, net of related tax effects                      (70)          (71)       (216)         (195)
                                                      ---------------------    ----------------------
Pro forma net income                                  $   124       $ 1,535     $ 3,105      $  4,523
                                                      =====================    ======================

Earnings per share:
   Basic - as reported                                $  0.04       $  0.32     $  0.65       $  0.93
                                                      =====================    ======================
   Basic - pro forma                                  $  0.02       $  0.30     $  0.60       $  0.89
                                                      =====================    ======================

   Diluted - as reported                              $  0.04       $  0.30     $  0.62       $  0.90
                                                      =====================    ======================
   Diluted - pro forma                                $  0.02       $  0.29     $  0.58       $  0.86
                                                      =====================    ======================
</TABLE>

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 2004.

                                       8

<PAGE>

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           NINE MONTHS ENDED
                                                             MARCH 31,                    MARCH 31,
                                                      --------------------------   -----------------------
                                                         2005            2004         2005         2004
                                                      ----------      ----------   ----------   ----------
<S>                                                   <C>             <C>          <C>          <C>
Numerator:
  Net income                                          $      194      $    1,606   $    3,321   $    4,718
                                                      ==========      ==========   ==========   ==========

Denominator:
  Denominator for basic per share-
  weighted average shares                              5,154,885       5,096,848    5,141,423    5,074,308

Effect of dilutive securities:
  Stock options                                          244,139         195,916      193,160     190,073
                                                      ----------      ----------   ----------   ----------

Denominator for diluted earnings
  per share-adjusted weighted
  Average shares and assumed
  Exercise                                             5,399,024       5,292,764    5,334,583    5,264,381
                                                      ==========      ==========   ==========   ==========

Basic earnings per share                              $     0.04      $     0.32   $     0.65   $     0.93
                                                      ==========      ==========   ==========   ==========
Diluted earnings per share                            $     0.04      $     0.30   $     0.62   $     0.90
                                                      ==========      ==========   ==========   ==========
</TABLE>

The number of anti-dilutive stock options excluded was 0 and 48,038 for the
three- and nine-month periods ended March 31, 2005 and 48,563 for the same
periods in 2004.


NOTE 2 - PENDING ACQUISITION

On January 20, 2005, Chester Valley Bancorp Inc. ("Chester Valley") and Willow
Grove Bancorp, Inc. ("Willow Grove") announced that they had entered into an
Agreement and Plan of Merger, dated as of January 20, 2005 (the "Merger
Agreement"), which sets forth the terms and conditions pursuant to which Chester
Valley will be merged with and into Willow Grove (the "Merger"). The Merger
Agreement provides, among other things, that as a result of the Merger each
outstanding share of common stock of Chester Valley, par value $1.00 per share
("Chester Valley Common Stock"), (subject to certain exceptions) will be
converted into the right to receive either $27.90 in cash or 1.4823 shares of
common stock of Willow Grove, par value $0.01 per share ("Willow Grove Common
Stock"), plus cash in lieu of any fractional share interest, subject to the
election and allocation procedures set forth in the Agreement which are intended
to ensure that approximately 64.8% of the outstanding shares of Chester Valley
Common Stock will be converted into the right to receive Willow Grove Common
Stock and 35.2% of the outstanding shares of Chester Valley Common Stock will be
converted into the right to receive cash. Outstanding Chester Valley stock
options will, at the election of the option holder, be cancelled in exchange for
a cash payment per option share based on the difference between $27.90 and the
applicable option exercise price, or converted into options to purchase an
equivalent number of shares of Willow Grove Common Stock, adjusted based on a
1.4823 per share exchange ratio.

                                       9

<PAGE>

Consummation of the Merger is subject to a number of customary conditions,
including but not limited to (i) the approval of the Agreement by the
shareholders of both Willow Grove and Chester Valley and (ii) the receipt of
requisite regulatory approvals of the Merger and the proposed merger of Chester
Valley's banking subsidiary, First Financial, with and into Willow Grove's
banking subsidiary, Willow Grove Bank, following consummation of the Merger. The
Merger is intended to qualify as a reorganization for federal income tax
purposes, such that the shares of Chester Valley exchanged for Willow Grove
Common Stock will be issued to Chester Valley shareholders on a tax-free basis.

The Merger Agreement contains certain termination rights for each of Willow
Grove and Chester Valley and further provides that, upon termination of the
Merger Agreement under specified circumstances, Chester Valley may be required
to pay to Willow Grove a termination fee of $6.0 million.

The Boards of Directors of Willow Grove and Chester Valley have approved the
definitive agreement. The transaction is subject to all required regulatory
approvals, the approval by the shareholders of Chester Valley and Willow Grove
and other customary conditions. The transaction is expected to close in the
third calendar quarter of 2005 with operational integration to follow soon
after.


NOTE 3 - LOANS RECEIVABLE

Loans receivable are summarized as follows (in thousands):

                                           MARCH 31,    June 30,
                                             2005         2004
                                          ---------    ---------
First mortgage loans:
   Residential real estate                $  56,286    $  74,004
   Construction-residential                  28,550       18,745
   Land acquisition and development          29,387       13,928
   Commercial real estate                   154,506      140,721
   Construction-commercial                   14,393       16,187
Commercial business                          66,435       49,142
Consumer                                    129,945      114,787
                                          ---------    ---------
TOTAL LOANS                                 479,502      427,514
                                          ---------    ---------
Less:
   Undisbursed loan proceeds:
      Construction-residential and land
           acquisition and development      (35,403)     (16,223)
      Construction-commercial                (7,115)      (9,326)
   Deferred loan fees - net                    (420)        (508)
   Allowance for loan losses                 (6,793)      (6,331)
                                          ---------    ---------
NET LOANS                                 $ 429,771    $ 395,126
                                          =========    =========

NOTE 4 - 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

                                       10

<PAGE>

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 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
March 31, 2005 and June 30, 2004, the recorded investment in impaired loans was
$3.0 million and $4.0 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 5 - COMMITMENTS

Commitments to potential mortgagors of the Bank amounted to $2.0 million as of
March 31, 2005, all of which were fixed-rate loans (primarily consisting of
single-family residential mortgages) bearing interest rates of between 5.88% and
6.09%. At March 31, 2005, the Company had $42.5 million of undisbursed
construction loan funds as well as $100.1 million of undisbursed remaining
consumer and commercial line balances.

NOTE 6 - JUNIOR SUBORDINATED DEBENTURES

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 in the year 2032. Effective March 31, 2004, the Company
deconsolidated the Trust, resulting in a change in the characterization of the
underlying consolidated debt obligations from the previous trust preferred
securities to junior subordinated debentures. The junior subordinated debentures
qualify as a component of capital for regulatory purposes.


                                       11

<PAGE>

NOTE 7 - 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 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 March 31, 2005 and June 30, 2004 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
March 31, 2005 that management believes have changed the institution's category.

The Holding Company and 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 MARCH 31, 2005:
HOLDING COMPANY
Total risk-based capital ratio
   (to risk-weighted assets)           $69,930        13.71%        $40,820        8.00%        $51,025        10.00%
Tier 1 risk-based capital ratio
   (to risk-weighted assets)           $63,547        12.45%        $20,410        4.00%        $30,615         6.00%
Tier 1 leverage ratio
   (to average assets)                 $63,547         9.47%        $26,833        4.00%        $33,541         5.00%

BANK
Total risk-based capital ratio
   (to risk-weighted assets)           $67,916        13.38%        $40,611        8.00%        $50,764        10.00%
Tier 1 risk-based capital ratio
   (to risk-weighted assets)           $61,572        12.13%        $20,305        4.00%        $30,458         6.00%
Tier 1 leverage ratio
   (to average assets)                 $61,572         9.28%        $26,527        4.00%        $33,158         5.00%
</TABLE>

                                       12

<PAGE>

<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 JUNE 30, 2004:
HOLDING COMPANY
Total risk-based capital ratio
   (to risk-weighted assets)           $68,620        14.85%        $36,960        8.00%        $46,200        10.00%
Tier 1 risk-based capital ratio
   (to risk-weighted assets)           $62,838        13.60%        $18,480        4.00%        $27,720         6.00%
Tier 1 leverage ratio
   (to average assets)                 $62,838         9.95%        $25,263        4.00%        $31,578         5.00%

BANK
Total risk-based capital ratio
   (to risk-weighted assets)           $65,563        14.14%        $37,101        8.00%        $46,377        10.00%
Tier 1 risk-based capital ratio
   (to risk-weighted assets)           $59,759        12.89%        $18,551        4.00%        $27,826         6.00%
Tier 1 leverage ratio
   (to average assets)                 $59,759         9.50%        $25,151        4.00%        $31,439         5.00%
</TABLE>


NOTE 8 - 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 March 31, 2005, 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 an
interest rate swap transaction aggregating $20.0 million notional amount to
hedge certain of its higher rate Federal Home Loan Bank Advances. The swap 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 $10.0 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 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 March
31, 2005 was $828 thousand.

                                       13

<PAGE>

NOTE 9 - SEGMENT REPORTING

The Company has two reportable segments: First Financial and Phila. Corp. First
Financial operates a branch bank network with thirteen 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 the net income provided by each of
its reportable segments. 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.

The following table highlights income statement and balance sheet information
for each of the segments at or for March 31, 2005 and 2004 (in thousands):

<TABLE>
<CAPTION>

                                                     AT AND DURING THE THREE MONTHS ENDED MARCH 31,
                                 -------------------------------------------------------------------------------------
                                                  2005                                          2004
                                 ---------------------------------------    ------------------------------------------
                                                   PHILA.                                       PHILA.
                                    BANK           CORP.         TOTAL            BANK           CORP.         TOTAL
                                 -----------      ---------    -----------    ------------     ---------    ----------
<S>                               <C>              <C>          <C>             <C>             <C>          <C>
Net interest income               $  5,407         $    8       $  5,415        $  4,743        $    2       $  4,745
Other income                         1,396            926          2,322           1,326           987          2,313
Total net income                       102             92            194           1,508            98          1,606
Total assets                       672,370          2,031        674,401         628,295         2,065        630,360
Total interest-
  bearing deposits                     822          1,719          2,541          24,704         1,731         26,435
Total trading securities                --             13             13              --            10             10

                                                    AT AND DURING THE NINE MONTHS ENDED MARCH 31,
                                 -------------------------------------------------------------------------------------
                                                  2005                                          2004
                                 ---------------------------------------    ------------------------------------------
                                                   PHILA.                                       PHILA.
                                    BANK           CORP.         TOTAL            BANK           CORP.         TOTAL
                                 -----------      ---------    -----------    ------------     ---------    ----------
Net interest income               $ 15,715         $   17       $ 15,732       $ 14,190         $    6       $ 14,196
Other income                         3,981          2,783          6,764          4,073          2,824          6,897
Total net income                     3,048            273          3,321          4,421            297          4,718
Total assets                       672,370          2,031        674,401        628,295          2,065        630,360
Total interest-
   bearing deposits                    822          1,719          2,541         24,704          1,731         26,435
Total trading securities                --             13             13             --             10             10
</TABLE>

                                       14

<PAGE>

NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AMENDMENT OF STATEMENT NO. 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, 2004. The provisions of this Statement did not have a
material impact on the Company's consolidated earnings, financial condition or
equity.

THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN
INVESTMENTS ("EITF 03-1")

On March 31, 2005, the FASB voted unanimously to delay the effective date of
Emerging Issues Task Force ("EITF") 03-1, "The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments." The delay applies to
both debt and equity securities and specifically applies to impairments caused
by interest rate and sector spreads. In addition, the provisions of EITF 03-1
that have been delayed relate to the requirements that a company declare its
intent to hold the security to recovery and designate a recovery period in order
to avoid recognizing an other-than-temporary impairment charge through earnings.
The financial statement disclosure provisions of EITF 03-1 were not affected by
the March 31, 2005 delay. The FASB will be issuing implementation guidance
related to this topic. Once issued, the Company will evaluate the impact of
adopting EITF 03-1.

ACCOUNTING FOR STOCK BASED COMPENSATION SFAS NO. 123R

In December 2004 the Financial Accounting Standards Board revised Statement No.
123, "Accounting for Stock Based Compensation" ("SFAS 123r"). SFAS 123r required
that the fair-value-based method of accounting for stock options be used for all
public entities and eliminates alternative accounting methods; consequently,
similar economic transactions will be accounted for similarly. Entities are
required to estimate the number of instruments for which the requisite service
is expected to be rendered as compared to the original statement which permitted
entities to account for forfeitures as they occur. In addition, SFAS 123r amends
SFAS No. 95, "Statement of Cash Flows," to require that excess tax benefits be
reported as a financing cash inflow rather than as a reduction of taxes paid.
Incremental compensation cost for a modification of the terms or conditions of
an award is measured by comparing the fair value of the modified award with the
fair value of the award immediately before the modification. On April 14, 2005
the Securities and Exchange Commission amended the compliance dates for SFAS
123r. Under the amended compliance dates, SFAS 123r becomes effective for public
entities that do not file as small business issuers, as of the beginning of the
first fiscal reporting period that begins after June 15, 2005. SFAS 123r applies
to all awards granted after the required effective date and to awards modified,
repurchased, or cancelled after that date. As of the required effective date,
all public entities that used the fair-value-based method for either recognition
or disclosure under the original statement will apply SFAS 123r using a modified
version of prospective application. Under that transition

                                       15


<PAGE>

method, compensation cost is recognized on or after the required effective date
for the portion of outstanding awards for which the requisite service has not
yet been rendered, based on the grant-date fair value of those awards calculated
under the original statement for either recognition or pro forma disclosures.
For periods before the required effective date, those entities may elect to
apply a modified version of retrospective application under which financial
statements for prior periods are adjusted on a basis consistent with the pro
forma disclosures required for those periods by the original statement. Pro
forma disclosures under the original statement are presented in Note 1
"Stock-Based Compensation." The Company does not anticipate recording expense
significantly different than what is presented in Note 1.

NOTE 11 - ACQUISITIONS

Effective September 10, 2004, First Financial Bank acquired the Exton, Chester
County, Pennsylvania branch deposits of Firstrust Bank. As a result of the
acquisition, First Financial Bank assumed approximately $6.5 million of deposit
liabilities. Additionally, the Company recorded an approximate $273 thousand
Core Deposit Intangible. The acquisition was accounted for using the purchase
method of accounting.

Effective December 10, 2004, in order to further enhance its existing branch
network, First Financial Bank acquired the Avondale, Chester County,
Pennsylvania branch of PNC National Bank. As a result of the acquisition, First
Financial Bank assumed approximately $9.1 million of deposit liabilities and
acquired $5.8 million in consumer and commercial loans and buildings of $613
thousand. Additionally, the Company recorded an approximate $221 thousand Core
Deposit Intangible and $1.2 million in goodwill. The acquisition was accounted
for using the purchase method of accounting. The following table details the
assets acquired and liabilities assumed as a result of the branch acquisitions
(Dollars in thousands):

    ASSETS ACQUIRED:                  FIRSTRUST       AVONDALE        TOTAL
    --------------------------------------------------------------------------
    Cash on hand                      $   6,184      $   1,032      $   7,216

    Loans                                    --          5,842          5,842

    Premise and equipment                    --            613            613

    Goodwill                                 --          1,136          1,136

    Core deposit intangible                 273            221            494
    Other assets                             --            206            206
    --------------------------------------------------------------------------
      Total assets acquired           $   6,457      $   9,050      $  15,507
    ==========================================================================

    Deposits                          $   6,457      $   9,050      $  15,507
    --------------------------------------------------------------------------
      Total liabilities assumed       $   6,457      $   9,050      $  15,507
    ==========================================================================

                                       16

<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, whether and when the merger
transaction described in Note 2 of Item 1 above will occur and the effects of
such mergers, 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.

                                       17

<PAGE>

BUSINESS STRATEGY

GROWTH. The Company seeks to increase its assets primarily through internal
growth but may 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 $34.6 million,
or 8.8%, from $395.1 million at June 30, 2004 to $429.8 million at March 31,
2005. Excluding residential mortgage loans, which continued to decline, the loan
portfolio grew $52.4 million or 16.3% from June 30, 2004. Additionally, in
anticipation of a rising rate environment, the Company focused its retail sales
personnel on variable rate home equity lines, rather than lock the Bank into
longer-term fixed rate loans. In December 2004, the Company completed the
acquisition of the Avondale branch from PNC National Bank, which resulted in
increased consumer loans of $5.9 million and the assumption of approximately
$9.1 million in deposit liabilities. Core deposits increased by $17.2 million,
or 5.0% from $347.0 million at June 30, 2004 to $364.2 million at March 31,
2005. This increase is primarily due to inflows in money market balances as well
as commercial DDAs of title companies.

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
61.2% of its total loan portfolio at March 31, 2005 compared to 55.8% at June
30, 2004. Single-family and multi-family residential loans comprised 11.7% of
the Company's loan portfolio at March 31, 2005 as compared to 17.3% at June 30,
2004.

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
decreased to $3.4 million at March 31, 2005 compared to $4.2 million at June 30,
2004. Included in the totals at both dates is a single commercial real estate
loan in the amount of $2.0 million at March 31, 2005 and $2.9 million at June
30, 2004. Although the loan has always been current in the payment of interest
as it has been due, 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. In October 2004, the Company received a
$750 thousand principal pay-down on the $2.9 million non-performing commercial
mortgage mentioned above. Additionally, the borrower prepaid interest as a
condition to the Bank's extension of the maturity date on the remaining balance
of the loan.

                                       18

<PAGE>

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, $192.1 million at March 31, 2005 compared
to $189.5 million at June 30, 2004. This increase was due largely to the
acquisition of agency bonds, and adjustable rate mortgage-backed securities. In
addition, the Company had short- term interest-bearing deposits of $2.5 million
at March 31, 2005 compared to $15.4 million at June 30, 2004.

EMPHASIS ON DEPOSITS AND CUSTOMER SERVICE. The Company, as a community-based
financial institution, is largely dependent upon its base of core deposits (NOW,
Savings and Money Market) to provide a stable source of funding. 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 excluding securities sold under agreements to
repurchase, totaled $342.3 million or 74.9% of the Company's total deposits at
March 31, 2005, as compared to $319.7 million or 74.9% at June 30, 2004. This
increase in lower costing deposits is primarily attributable to the continuing
effort to grow core deposits, both internally and through the acquisitions of
branch deposits from Firstrust Bank and the Avondale branch from PNC Bank.
Pursuant to the Company's strategy, the major focus in 2005 is on increasing
commercial and consumer core deposits and relying less on higher rate
certificates of deposits, primarily municipal certificates of deposits.

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 March 31, 2005, 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 an
interest rate swap transaction aggregating $20.0 million notional amount to
hedge certain of its higher rate Federal Home Loan Bank Advances. The swap 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

                                       19


<PAGE>

$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.

As stated in prior announcements concerning our Company's combination with
Willow Grove Bancorp, Inc., it is intended that the combined companies would
de-leverage the balance sheet through a sale of certain assets and repayment of
FHLB borrowings. On February 15, 2005, the Company terminated an aggregate of
$21.0 million interest rate swap agreements with Morgan Keegan and received $109
thousand, which represented the current market value of the swap. The interest
rate swap was used to hedge $21.0 million in FHLB borrowings with an average
cost of 5.95%. On March 16, 2005, the Company prepaid the $21.0 million of
callable fixed rate borrowings resulting in a prepayment penalty of
approximately $1.6 million on a pre-tax basis ($1.1 million after tax). The
repayment was done with available cash on hand as well as the sale of certain
investment securities and fixed rate loans. The repayment is expected to
positively impact the Company's future net interest margin and operating results
as the cost of the borrowings was greater than the yield on the assets utilized
to fund the repayment.

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 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
March 31, 2005 is on Page 31.

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 31
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.

                                       20

<PAGE>

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

The Company's total assets increased to $674.4 million at March 31, 2005 from
$642.1 million at June 30, 2004, principally due to a $34.6 million increase in
loans receivable to $429.8 million at March 31, 2005 from $395.1 million at June
30, 2004. Net loans other than residential loans increased by $52.4 million or
16.3% for the same period in 2004. 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 17.3% at June 30,
2004 to 11.7% at March 31, 2005. In addition to the loan growth, investment
securities increased by $2.6 million, primarily through the acquisition of
agency bonds and adjustable rate mortgage-backed securities. The loan growth was
funded through a reduction in interest-bearing deposits as well as deposits
assumed in the Avondale branch acquisitions along with Federal Home Loan Bank
advance borrowings.

Deposits increased by $29.8 million due primarily to the acquisition of the
Exton branch deposits of $6.4 million from Firstrust Bank, $9.1 million from the
Avondale branch acquisition from PNC Bank and the assumption of a $10.0 million
Pennsylvania Local Government Investment Trust CD through the Federal Home Loan
Bank. Federal Home Loan Bank Advances increased $6.1 million to fund the above
noted asset growth.

Stockholders' equity increased by $2.0 million at March 31, 2005 as compared to
June 30, 2004, primarily as a result of net income of $3.3 million, the issuance
of common stock as a result of the exercise of stock options and a change in
accumulated other comprehensive income of $437 thousand 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. These were partially offset by the
payment of cash dividends of $1.6 million.

                                       21

<PAGE>

                              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 MARCH 31,
                                                 -----------------------------------------------------------------
                                                               2005                             2004
                                                 -----------------------------------------------------------------
                                                  AVERAGE               YIELD/     AVERAGE                   YIELD/
                                                  BALANCE    INTEREST    RATE      BALANCE    INTEREST       RATE
                                                  -------    --------    ----      -------    --------       ----
                                                                    (DOLLARS IN THOUSANDS)
<S>           <C>                               <C>          <C>         <C>     <C>          <C>            <C>
Assets:
  Residential (1)                               $  65,029    $    907    5.58%   $  81,868    $  1,173       5.73%
  Construction (2)                                 22,192         337    6.16%      17,905         214       4.81%
  Commercial real estate (1)                      156,463       2,476    6.33%     144,863       2,245       6.20%
  Commercial business (2)                          63,828         876    5.57%      46,870         585       5.02%
  Installment (2)                                 126,909       1,760    5.62%     108,036       1,415       5.27%
  Fees                                                 --          51                   --          73
                                                ---------    --------    -----   ---------    --------       -----
       Total loans                                434,421       6,407    5.90%     399,542       5,705       5.71%
  Securities and other investments (1)            197,982       2,236    4.52%     169,669       1,837       4.33%
                                                ---------    --------    -----   ---------    --------       -----
       Total interest-earning assets              632,403       8,643    5.47%     569,211       7,542       5.30%
  Non-interest earning assets                      41,632                           36,212
                                                ---------                        ---------
       Total Assets                             $ 674,035                        $ 605,423
                                                =========                        =========


Liabilities and Stockholders' Equity:
  DDA (2)                                       $ 144,331    $     42    0.12%   $ 120,678    $     37       0.12%
  Savings (2)                                      32,473          18    0.22%      31,203          16       0.21%
  MMA (2)                                         152,740         638    1.69%     129,383         424       1.32%
  CD (2)                                          115,828         721    2.52%     112,989         781       2.78%
                                                ---------    --------    -----   ---------    --------       -----
    Total deposits                                445,372       1,419    1.29%     394,253       1,258       1.28%
                                                ---------    --------    -----   ---------    --------       -----
  FHLB advances and other borrowings (2)          149,177       1,566    4.26%     134,428       1,345       4.02%
  Repo sweep (2)                                   17,577          87    2.01%      15,248          21       0.55%
                                                ---------    --------    -----   ---------    --------       -----
    Total interest-bearing liabilities            612,126       3,072    2.04%     543,929       2,624       1.94%
  Non-interest-bearing liabilities                  6,723                            8,820
  Stockholders' equity                             55,186                           52,674
                                                ---------                        ---------
    Total liabilities and stockholders' equity  $ 674,035                        $ 605,423
                                                =========                        =========
Net interest income/interest rate spread                     $  5,571    3.43%                $  4,918       3.36%
                                                             ========    =====                ========       ====

Net yield on interest-earning assets                                     3.52%                               3.48%
                                                                         =====                               =====
Ratio of average interest-earning assets to
  interest-bearing liabilities                                            104%                                105%
                                                                         =====                               =====
</TABLE>

(1)  Yield calculated using 30/360 day basis.

(2)  Yield /rate calculated based on the actual number of days.

                                       22

<PAGE>

<TABLE>
<CAPTION>

                                                                     NINE MONTHS ENDED MARCH 31,
                                                 --------------------------------------------------------------------
                                                               2005                              2004
                                                 --------------------------------------------------------------------
                                                  AVERAGE                YIELD/     AVERAGE                YIELD/
                                                  BALANCE      INTEREST   RATE      BALANCE      INTEREST   RATE
                                                 ---------     --------   ----     ---------     --------   ----
                                                                       (DOLLARS IN THOUSANDS)
<S>           <C>                                <C>          <C>         <C>      <C>           <C>        <C>
Assets:
  Residential (1)                                $  68,625    $  2,910    5.65%    $  88,388     $  3,790   5.72%
  Construction (2)                                  19,470         827    5.66%       18,343          660   4.80%
  Commercial real estate (1)                       152,216       7,136    6.25%      146,038        6,918   6.32%
  Commercial business (2)                           58,188       2,372    5.43%       44,783        1,718   5.12%
  Installment (2)                                  120,415       4,897    5.42%      105,059        4,161   5.28%
  Fees                                                  --         205                    --          480
                                                 ---------    --------    ----     ---------     --------   ----
    Total loans                                    418,914      18,347    5.84%      402,611       17,727   5.87%
  Securities and other investments (1)             197,368       6,610    4.47%      162,044        5,046   4.15%
                                                 ---------    --------    ----     ---------     --------   ----
    Total interest-earning assets                  616,282      24,957    5.40%      564,655       22,773   5.38%
  Non-interest earning assets                       41,232                            36,339
                                                 ---------                         ---------
    Total Assets                                 $ 657,514                         $ 600,994
                                                 =========                         =========


Liabilities and Stockholders' Equity:
  DDA (2)                                        $ 141,272    $    127    0.12%    $ 123,804     $    112   0.12%
  Savings (2)                                       33,021          53    0.21%       31,009           48   0.21%
  MMA (2)                                          151,083       1,689    1.49%      118,026        1,135   1.28%
  CD (2)                                           111,896       2,206    2.63%      125,982        2,701   2.85%
                                                 ---------    --------    ----     ---------     --------   ----
    Total deposits                                 437,272       4,075    1.24%      398,821        3,996   1.33%
                                                 ---------    --------    ----     ---------     --------   ----
  FHLB advances and other borrowings (2)           139,887       4,498    4.28%      125,883        3,963   4.19%
  Repo sweep (2)                                    18,226         201    1.47%       18,549           79   0.57%
                                                 ---------    --------    ----     ---------     --------   ----
    Total interest-bearing liabilities             595,385       8,774    1.96%      543,253        8,038   1.97%
  Non-interest-bearing liabilities                   7,913                             6,723
  Stockholders' equity                              54,216                            51,018
                                                 ---------                         ---------
    Total liabilities and stockholders'equity    $ 657,514                         $ 600,994
                                                 =========                         =========
Net interest income/interest rate spread                      $ 16,183    3.44%                  $ 14,735   3.41%
                                                              ========    =====                  ========   =====

Net yield on interest-earning assets                                      3.50%                             3.47%
                                                                          =====                             =====

Ratio of average interest-earning assets to
  interest-bearing liabilities                                             104%                              104%
                                                                          =====                             =====
</TABLE>


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

<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED MARCH 31,
                   -------------------------------------------------------------------------------
                                2005                                          2004
                   ------------------------------------      -------------------------------------
                   INTEREST         TAX        ADJUSTED      INTEREST         TAX         ADJUSTED
                    INCOME       ADJUSTMENT     INCOME        INCOME       ADJUSTMENT      INCOME
                   ------------------------------------      -------------------------------------
                                              (Dollars in thousands)
    <S>            <C>             <C>          <C>           <C>             <C>          <C>
    Loans          $ 6,378         $   29       $ 6,407       $ 5,690         $   15       $ 5,705
    Investments      2,109            127         2,236         1,679            158         1,837
                   ------------------------------------      -------------------------------------
    Total          $ 8,487         $  156       $ 8,643       $ 7,369         $  173       $ 7,542
                   ====================================      =====================================
</TABLE>

                                       23

<PAGE>


 <TABLE>
<CAPTION>

                                             NINE MONTHS ENDED MARCH 31,
                   -------------------------------------------------------------------------------
                                2005                                          2004
                   ------------------------------------      -------------------------------------
                   INTEREST         TAX        ADJUSTED      INTEREST         TAX         ADJUSTED
                    INCOME       ADJUSTMENT     INCOME        INCOME       ADJUSTMENT      INCOME
                   ------------------------------------      -------------------------------------
                                              (Dollars in thousands)
    <S>            <C>             <C>          <C>           <C>             <C>          <C>
    Loans          $ 18,280        $   67      $ 18,347      $ 17,682         $   45      $ 17,727
    Investments       6,226           384         6,610         4,552            494         5,046
                   ------------------------------------      -------------------------------------
    Total          $ 24,506        $  451      $ 24,957      $ 22,234         $  539      $ 22,773
                   ====================================      =====================================
</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.

<TABLE>
<CAPTION>

                                                                 NINE MONTHS ENDED MARCH 31,
                                              --------------------------------------------------------------------
                                                  2005 COMPARED TO 2004               2004 COMPARED TO 2003
                                               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:
Residential                                   $   (835)    $   (45)   $   (880)  $  (1,666)   $  (722)   $  (2,388)
Construction                                        43         124         167          29         21           50
Commercial real estate                             295         (77)        218       1,108     (1,076)          32
Commercial business                                544         110         654         318       (235)          83
Installment                                        623         113         736       1,326       (461)         865
Fees                                                --        (275)       (275)         --       (345)        (345)
                                              --------------------------------   ---------------------------------
Total loans                                        670         (50)        620       1,115     (2,818)      (1,703)
Securities & other investments                   1,155         409       1,564         (70)      (179)        (249)
                                              --------------------------------   ---------------------------------
  Total interest income                          1,825         359       2,184       1,045     (2,997)      (1,952)
                                              --------------------------------   ---------------------------------

Interest expense on interest-bearing liabilities:
DDA                                                 15          --          15          38       (172)        (134)
Savings                                              5          --           5           4       (133)        (129)
MMA                                                350         204         554         473       (373)         100
CD                                                (293)       (202)       (495)     (1,379)      (721)      (2,100)
                                              --------------------------------   ---------------------------------
Total interest expense on deposits                  77           2          79        (864)    (1,399)      (2,263)
FHLB advances & other borrowings                   448          87         535         588     (1,000)        (412)
Repo sweep                                          (1)        123         122           2        (67)         (65)
                                              --------------------------------   ---------------------------------
  Total interest expense                           524         212         736        (274)    (2,466)      (2,740)
                                              --------------------------------   ---------------------------------
Net change in net interest income             $  1,301     $   147    $  1,448   $   1,319    $  (531)   $     788
                                              ================================   =================================
</TABLE>

                                       24

<PAGE>

Net interest income, on a fully tax equivalent basis, increased $653 thousand
and $1.4 million for the three-and nine-month periods ended March 31, 2005,
respectively, compared to the same periods in 2004. The net interest margin
increased 4 basis points and 3 basis points over the same three- and nine-month
periods. Total interest income, on a fully tax equivalent basis, increased to
$8.6 million for the three-month period ended March 31, 2005 from $7.5 million
for the same period in 2004. Total interest income, on a fully tax equivalent
basis, increased to $25.0 million for the nine-month period ended March 31,
2005, from $22.8 million for the same period in 2004 due primarily as a result
of an increase in average interest-earning assets of $51.6 million.

Total interest expense increased to $3.1 million from $2.6 million for the
three-month period ended March 31, 2005 as compared to the three-month period
ended March 31, 2004. Total interest expense increased to $8.8 million from $8.0
million for the nine-month period ended March 31, 2005 as compared to the
nine-month period ended March 31, 2004. The increases are due largely to an
increase in market interest rates over the twelve month period and balances
outstanding offset by (a) 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 (b) 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 nine-month periods.

PROVISION FOR LOAN LOSSES

The provision for loan losses decreased by $68 thousand and $386 thousand for
the three- and nine-months ended March 31, 2005 as compared to the same three-
and nine-months ended March 31, 2004. The decrease is due principally to the
change in classified assets and loan volumes during the three- and nine-months
ended March 31, 2005 and 2004, respectively.

OTHER INCOME

Total other income increased $9 thousand and decreased by $133 thousand for the
three- and nine-months ended March 31, 2005 compared to the same three- and
nine-months ended March 31, 2004. The decreases are due principally to decreased
gains on the sale of securities of $346 thousand and $722 thousand for the
three- and nine-month periods, respectively. Other components of other income
increased by $355 thousand and $589 thousand for the three- and nine-months
ended March 31, 2005. The increases occurred primarily in investment services
income, including trust fees along with increases in deposit fees resultant from
a growth in transaction type deposit accounts (i.e. Consumer and business
checking, money market and savings) as well as income realized upon the sale of
single-family residential mortgage loans available for sale.

                                       25

<PAGE>

OPERATING EXPENSES

Total operating expenses increased by $2.8 million and $3.7 million for the
three- and nine- months ended March 31, 2005 as compared to the same period in
2004. This represents a 59.8% and 26.2% increases for the three- and nine-month
period. As previously disclosed in a Form 8-K filed with the Securities and
Exchange Commission, the Company prepaid approximately $21.0 million in Federal
Home Loan Bank Borrowings with an average cost of 5.95%, resulting in a
prepayment penalty of approximately $1.6 million. The repayment was done with
available cash on hand as well as the sale of certain investment securities and
fixed rate loans. The repayment is expected to positively impact the Company's
future net interest margin and operating results as the cost of the borrowings
was greater than the yield on the assets utilized to fund the repayment.
Additionally the Company incurred $439 thousand in merger and integration
charges related to the Company's previously announced merger with Willow Grove
Bancorp. In addition to normal salary increases for the year, the Company has
made a significant investment in its future. On a yearly comparison, the Bank
hired seven lending and private-banking relationship managers who became
available as a result of the recent consolidation within the local community
banking market and added an additional retail brokerage representative. In
addition the Bank expanded its branch network through the Avondale branch
acquisition from PNC National Bank in December 2004 and the purchase of the
Firstrust deposits in Exton. Thirdly, the Bank opened a loan production office
in Plymouth Meeting, Montgomery County, Pennsylvania, an area that was largely
impacted by the afore-mentioned consolidation; and a Private Client office in
West Chester Borough to better serve the complex needs of affluent clients and
the professionals who handle their business affairs.

INCOME TAX EXPENSE

Income tax expense decreased by $677 thousand and $492 thousand for the three-
and nine-month periods ended March 31, 2005 as compared to the comparable
periods in 2004 due to a decrease in pre-tax income, as well as a lower relative
decline in tax exempt income, relative to the decrease in pre-tax income.

                                       26

<PAGE>

                                  ASSET QUALITY

Non-performing loans totaled $3.4 million and $4.2 million at March 31, 2005 and
June 30, 2004, 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 $2.0 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. In October 2004, the Company received a $750 thousand
principal pay-down on the $2.9 million non-performing commercial mortgage
mentioned above reducing the loan balance to approximately $2.0 million.
Additionally, the borrower prepaid interest as a condition to the Bank's
extension of the maturity date on the remaining balance of the loan.

At March 31, 2005 and June 30, 2004, the Company's classified loans, which
consisted of loans classified as substandard, doubtful or loss, totaled $7.8
million and $9.8 million, respectively. Included in loans classified substandard
at March 31, 2005 and June 30, 2004, 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 March 31, 2005
were loans totaling $6.3 million, which are current but have been classified and
are being closely monitored.

At March 31, 2005, in addition to classified loans, classified assets included
three 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 March 31,
2005 was $5.8 million ($5.6 million at June 30, 2004). Two of the three bonds
with an aggregate book value of $5.1 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.

The third bond was issued by the Housing Authority of Chester County and had a
book balance of $720 thousand 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
provided additional funds to build additional houses, on land which was donated
to this bond issue. 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 March 31, 2005.

                                       27

<PAGE>


                         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.

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 March
31, 2005, the Company had $2.0 million in commitments to fund loan originations.
In addition, at such date the Company had undisbursed loans in process for
construction loans of $42.5 million and $100.1 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 25, 2004, the Board of Directors declared a 5% stock dividend
and a quarterly cash dividend of $.105 per share, both of which were paid on
September 30, 2004. Additional cash dividends of $.105 per share were declared
and paid in December 2004 and March 2005. 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
March 31, 2005, the Company's management believes that the interest rate
exposure has not significantly changed since disclosed at June 30, 2004.

                                       28

<PAGE>

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 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.

                                       29

<PAGE>

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 of 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. At March 31, 2005, the Bank was servicing $21.3 million of loans
for others, of which $12.7 million consisted of whole loans sold by the Bank to
Freddie Mac. Sales of loans produce future servicing income and provide funds
for additional lending and other purposes.

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

The following is an interest rate sensitivity analysis for the Bank at March 31,
2005:

                                       30

<PAGE>

<TABLE>
<CAPTION>

                               INTEREST RATE SENSITIVITY ANALYSIS AT MARCH 31, 2005
                                              (Dollars in thousands)

                                                            MORE THAN   MORE THAN    MORE THAN    MORE THAN
                                                        THREE MONTHS  SIX MONTHS     ONE YEAR  THREE YEARS
                                          THREE MONTHS       THROUGH     THROUGH      THROUGH      THROUGH   MORE THAN
                                               OR LESS    SIX MONTHS    ONE YEAR  THREE YEARS   FIVE YEARS  FIVE YEARS      TOTAL
                                          ---------------------------------------------------------------------------------------
<S>                <C>                        <C>           <C>         <C>          <C>         <C>         <C>        <C>
INTEREST-EARNING ASSETS:
   Loans: (1)
       Real estate (2)                        $ 71,819      $ 16,838    $ 27,548     $ 74,571    $  39,425   $  10,731  $ 240,932
       Commercial business                      46,904         1,974       3,607       10,657        3,293          --     66,435
       Consumer                                 61,124         6,147      10,774       28,545       14,688       8,667    129,945
   Securities and interest-bearing
       deposits (3)                             49,338        13,256      20,496       44,366       26,229      42,788    196,473
                                          ---------------------------------------------------------------------------------------

   TOTAL INTEREST-EARNING ASSETS              $229,185      $ 38,215    $ 62,425     $158,139    $  83,635   $  62,186  $ 633,785
                                          ---------------------------------------------------------------------------------------

INTEREST-BEARING LIABILITIES:
   Savings accounts                           $  1,644      $  1,645     $ 3,293      $13,211    $  13,274   $      --  $  33,067
   NOW accounts                                  1,625         1,626       3,256       13,065       13,134      33,136     65,842
   Money market accounts                       135,736         1,504       3,016       10,152        8,250          --    158,658
   Certificate accounts                         32,126        10,669      14,709       37,954       18,003       1,160    114,621
   Repo sweep                                   21,875            --          --           --           --          --     21,875
   Borrowings                                   25,913         6,043       2,650       34,796       28,038      29,646    127,086
                                          ---------------------------------------------------------------------------------------
   TOTAL INTEREST-BEARING LIABILITIES         $218,919      $ 21,487    $ 26,924     $109,178      $80,699   $  63,942  $ 521,149
                                          ---------------------------------------------------------------------------------------

Cumulative (deficit) excess of
   interest-earning assets to
   interest-bearing liabilities               $ 10,266      $ 26,994    $ 62,495     $111,456    $ 114,392   $ 112,636  $ 112,636
                                          ============      ========    =========    ========    =========   =========  =========
Cumulative ratio of interest
   rate-sensitive assets to interest
   rate-sensitive  liabilities                  104.7%        111.2%      123.4%       129.6%       125.0%      121.6%     121.6%
                                          ============      ========    =========    ========    =========   =========  =========
CUMULATIVE DIFFERENCE AS A PERCENTAGE OF
   TOTAL ASSETS                                   1.5%          4.0%        9.3%        16.6%        17.0%       16.8%      16.8%
                                          ============      ========    =========    ========    =========   =========  =========
</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.

                                       31

<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-15 and 15d-15(c) 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 over financial reporting or in other
factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                       32

<PAGE>

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings

     The Company is involved in 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.

     On March 1, 2005, First Financial received a subpoena for the production of
     documents from the Regional Municipal Securities Counsel in the
     Philadelphia Office of the Securities and Exchange Commission (the "SEC").
     The subpoena arises out of a non-public SEC investigation titled
     "Hummelstown General Authority," which Authority issued non-rated revenue
     bonds now in default, underwritten by the firm of a former director of
     Chester Valley and First Financial. The SEC subpoena seeks documents
     concerning First Financial's involvement with non-rated municipal
     securities, including those issued to finance the Whitetail Golf Course by
     the Dauphin County General Authority and the Hummelstown General Authority,
     through the former director's firm, and related matters. First Financial is
     working with SEC lawyers to assist the SEC in its investigation. First
     Financial previously has produced documents to the SEC in response to the
     SEC's voluntary request for assistance in this matter.

     Item 2. Unregistered Sales of Equity 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

                    None

     Item 5. Other Information

                    None

     Item 6. Exhibits

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

                                       33

<PAGE>

                                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 May 10, 2005
     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 May 10, 2005
     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 May 10, 2005
     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 May 10, 2005

                                       34

<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          05/10/05                   /s/ Donna M. Coughey
    -------------------------            ---------------------------------------
                                         Donna M. Coughey
                                         President and Chief Executive Officer


Date         05/10/05                    /s/ Joseph T. Crowley
    -------------------------            ---------------------------------------
                                         Joseph T. Crowley
                                         CFO and Treasurer


                                       35