SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 

                For the quarterly period ended December 31, 1998

                                       Or

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange  Act of 1934

             For the transition period from __________ to __________

                          Commission File 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 Ave., 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  [   ]

Transitional Small Business Disclosure Format.    YES  [   ]      NO   [ X ]

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

         Common Stock ($1.00 par value)                       3,686,196
         ------------------------------                       ---------
             (Title of Each Class)                 (Number of Shares Outstanding
                                                        as of February 1, 1999)

<PAGE>
                  CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES

                                      INDEX

                                                                     
                                                                     
PART 1.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
           December 31, 1998 and June 30, 1998 (Unaudited)           

         CONSOLIDATED STATEMENTS OF OPERATIONS
           Three Months Ended December 31, 1998 and 1997 (Unaudited) 

         CONSOLIDATED STATEMENTS OF OPERATIONS
           Six Months Ended December 31, 1998 and 1997 (Unaudited)   

         CONSOLIDATED STATEMENTS OF CASH FLOWS
           Six Months Ended December 31, 1998 and 1997 (Unaudited)   

         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS        


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


Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK                                                      

PART 2.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS                                           

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                   

Item 3.  DEFAULTS UPON SENIOR SECURITIES                             

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

Item 5.  OTHER INFORMATION                                           

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                            

SIGNATURES                                                           
<PAGE>
<TABLE>
<CAPTION>
                          CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                     (Dollars in Thousands)

                                                                  December 31,       June 30,
                                                                     1998              1998
                                                                  -----------      -----------
<S>                                                               <C>              <C>        
ASSETS:
Cash in banks ...............................................     $     5,080      $     4,044
Interest-bearing deposits ...................................           7,268           11,861
Trading account securities ..................................          18,236           20,352
Investment securities available for sale ....................          70,124           38,303
Investment securities (market value - December 31,
      $11,781; June 30, $15,672) ............................          11,761           15,600
Loans receivable, less allowance for
      loan losses of $3,432 and $3,414 ......................         281,762          273,128
Loans held for sale .........................................            --              1,101
Accrued interest receivable .................................           2,136            2,486
Property and equipment - net ................................           7,525            7,094
Other assets ................................................           6,602            3,043
                                                                  ===========      ===========
     Total Assets ...........................................     $   410,494      $   377,012
                                                                  ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits ....................................................     $   318,975      $   298,191
Securities sold under agreements to repurchase ..............             199              144
Advance payments by borrowers for taxes and insurance .......           1,835            2,963
Employee Stock Ownership Plan ("ESOP") debt .................              49              147
Federal Home Loan Bank advances .............................          51,627           40,936
Other borrowings ............................................             842              708
Accrued interest payable ....................................             966              969
Other liabilities ...........................................           2,033            1,105
                                                                  -----------      -----------
     Total Liabilities ......................................         376,526          345,163
                                                                  -----------      -----------

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;
     3,682,326      and 3,664,914 shares issued at December 31,
     and June 30, respectively ..............................           3,682            3,665
Additional paid-in capital ..................................          17,547           17,288
Common stock acquired by ESOP ...............................             (49)            (147)
Retained earnings - partially restricted ....................          12,477           10,751
Accumulated other comprehensive income ......................             311              292
                                                                  -----------      -----------
     Total Stockholders' Equity .............................          33,968           31,849
                                                                  -----------      -----------

     Total Liabilities and Stockholders' Equity .............     $   410,494      $   377,012
                                                                  ===========      ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                        CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands, Except for Per Share Amounts)

                                                                  Three Months Ended
                                                                       December 31,
                                                              ----------------------------- 
                                                                  1998             1997
                                                              -----------      ------------ 
<S>                                                           <C>              <C>        
INTEREST INCOME:
  Loans .................................................     $     5,777      $     5,569
  Investment securities and interest-bearing deposits ...           1,395              808
                                                              -----------      -----------
     Total interest income ..............................           7,172            6,377
                                                              -----------      -----------
INTEREST EXPENSE:
  Deposits ..............................................           3,029            2,883
  Securities sold under agreements to repurchase ........               4                2
  Short-term borrowings .................................             221              305
  Long-term borrowings ..................................             529              165
                                                              -----------      -----------
     Total interest expense .............................           3,783            3,355
                                                              -----------      -----------
NET INTEREST INCOME .....................................           3,389            3,022
  Provision for loan losses .............................              45              120
                                                              -----------      -----------
      Net interest income after provision for loan losses           3,344            2,902
                                                              -----------      -----------
OTHER INCOME:
  Investment services income, net .......................             742              599
  Service charges and fees ..............................             369              281
  Gain on trading account securities ....................             227                5
  Gain (loss) on sale of assets available for sale ......              (2)              78
  Other .................................................              51               40
                                                              -----------      -----------
     Total other income .................................           1,387            1,003
                                                              -----------      -----------
OPERATING EXPENSES:
  Salaries and employee benefits ........................           1,624            1,383
  Occupancy and equipment ...............................             491              465
  Data processing .......................................             195              177
  Deposit insurance premiums ............................              43               41
  Other .................................................             675              593
                                                              -----------      -----------
     Total operating expenses ...........................           3,028            2,659
                                                              -----------      -----------
  Income before income taxes ............................           1,703            1,246
  Income tax expense ....................................             535              337
                                                              -----------      -----------
NET INCOME ..............................................     $     1,168      $       909
                                                              ===========      ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands, Except for Per Share Amounts)
                                        (continued)

                                                                  Three Months Ended
                                                                       December 31,
                                                              ----------------------------- 
                                                                  1998             1997
                                                              -----------      ------------ 
<S>                                                           <C>              <C>        
EARNINGS PER SHARE (1):
  Basic .................................................     $      0.32      $      0.25
                                                              ===========      ===========
  Diluted ...............................................     $      0.31      $      0.25
                                                              ===========      ===========
DIVIDENDS PER SHARE PAID DURING PERIOD (1) ..............     $      0.07      $      0.07
                                                              ===========      ===========
WEIGHTED AVERAGE SHARES OUTSTANDING (1):
  Basic .................................................       3,675,352        3,617,226
                                                              ===========      ===========
  Diluted ...............................................       3,716,126        3,671,038
                                                              ===========      ===========
OTHER COMPREHENSIVE INCOME, NET OF TAX:
   Net income ...........................................     $     1,168      $       909

   Net unrealized holding gains  (losses) on securities
      available for sale during the period ..............            (100)             243
   Less reclassification adjustment
      for gains (losses) included in net income .........            --                 49
                                                              -----------      -----------
COMPREHENSIVE INCOME ....................................     $     1,068      $     1,103
                                                              ===========      ===========
</TABLE>


 (1)  Earnings  per  share,  dividends  per share and  weighted  average  shares
      outstanding  have been  restated  to reflect  the  effects of the 5% stock
      dividend paid in September 1998 and the three-for-two stock
     split effected in the form of dividend in December 1998.

See accompanying notes to unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                       CHESTER VALLEY BANCORP INC. AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in Thousands, Except for Per Share Amounts)


                                                                   Six Months Ended
                                                                      December 31,
                                                              ------------------------- 
                                                                  1998           1997
                                                              ----------     ---------- 
<S>                                                           <C>            <C>       
INTEREST INCOME:
  Loans .................................................     $   11,427     $   11,071
  Investment securities and interest-bearing deposits ...          2,735          1,616
                                                              ----------     ----------
     Total interest income ..............................         14,162         12,687
                                                              ----------     ----------
INTEREST EXPENSE:
  Deposits ..............................................          6,141          5,724
  Securities sold under agreements to repurchase ........              7              3
  Short-term borrowings .................................            458            548
  Long-term borrowings ..................................            948            347
                                                              ----------     ----------
     Total interest expense .............................          7,554          6,622
                                                              ----------     ----------
NET INTEREST INCOME .....................................          6,608          6,065
  Provision for loan losses .............................             90            240
                                                              ----------     ----------
      Net interest income after provision for loan losses          6,518          5,825
                                                              ----------     ----------
OTHER INCOME:
  Investment services income, net .......................          1,488          1,279
  Service charges and fees ..............................            729            583
  Gain on trading account securities ....................            380              5
  Gain on sale of assets available for sale .............             78            166
  Other .................................................             98             85
                                                              ----------     ----------
     Total other income .................................          2,773          2,118
                                                              ----------     ----------
OPERATING EXPENSES:
  Salaries and employee benefits ........................          3,292          2,822
  Occupancy and equipment ...............................            999            906
  Data processing .......................................            385            343
  Deposit insurance premiums ............................             85             79
  Other .................................................          1,256          1,183
                                                              ----------     ----------
     Total operating expenses ...........................          6,017          5,333
                                                              ----------     ----------
  Income before income taxes ............................          3,274          2,610
  Income tax expense ....................................          1,007            697
                                                              ----------     ----------
NET INCOME ..............................................     $    2,267     $    1,913
                                                              ==========     ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       CHESTER VALLEY BANCORP INC. AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in Thousands, Except for Per Share Amounts)
                                      (continued)


                                                                   Six Months Ended
                                                                      December 31,
                                                              ------------------------- 
                                                                  1998           1997
                                                              ----------     ---------- 
<S>                                                           <C>            <C>       
EARNINGS PER SHARE (1):
  Basic .................................................     $     0.62     $     0.53
                                                              ==========     ==========
  Diluted ...............................................     $     0.61     $     0.52
                                                              ==========     ==========
DIVIDENDS PER SHARE PAID DURING PERIOD (1) ..............     $     0.14     $     0.14
                                                              ==========     ==========
WEIGHTED AVERAGE SHARES OUTSTANDING (1):
  Basic .................................................      3,671,156      3,616,165
                                                              ==========     ==========
  Diluted ...............................................      3,713,031      3,664,802
                                                              ==========     ==========
OTHER COMPREHENSIVE INCOME, NET OF TAX:
   Net income ...........................................     $    2,267     $    1,913

   Net unrealized holding gains on securities
      available for sale during the period ..............             55            398
   Less reclassification adjustment
      for gains (losses) included in net income .........             36            102
                                                              ----------     ----------
COMPREHENSIVE INCOME ....................................     $    2,286     $    2,209
                                                              ==========     ==========
</TABLE>


 (1)   Earnings  per share,  dividends  per share and  weighted  average  shares
       outstanding  have been  restated  to reflect  the effects of the 5% stock
       dividend  paid in  September  1998  and  the  three-for-two  stock  split
       effected in the form of dividend in December 1998
 
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Dollars in Thousands)

                                                                               Six Months Ended December 31,
                                                                               ----------------------------- 
                                                                                    1998           1997
                                                                                  ---------      ---------
<S>                                                                               <C>            <C>      
Cash flows from operating activities:
Net income ..................................................................     $   2,267      $   1,913
Add (deduct) items not affecting cash flows from operating activities:
   Depreciation .............................................................           311            331
   Provision for loan losses ................................................            90            240
   Gain on trading account securities .......................................          (380)            (5)
   Gain on sale of loans  held for sale .....................................           (20)            --
   Gain on sale of securities available for sale ............................           (58)          (166)
   Amortization of deferred loan fees, discounts and premiums ...............          (466)          (271)
   Decrease (increase) in trading account securities ........................         2,496           (185)
   Decrease in accrued interest receivable ..................................           350            328
   Decrease (increase) in other assets ......................................        (3,559)           175
   Increase in other liabilities ............................................           928          1,064
   Increase (decrease) in accrued interest payable ..........................            (3)            50
                                                                                  ---------      ---------
Net cash flows from operating activities ....................................         1,956          3,474
                                                                                  ---------      ---------
Cash flows from (used in) investment activities:
   Capital expenditures .....................................................          (742)          (504)
   Net increase in loans and loans held for sale ............................        (8,650)        (9,648)
   Proceeds from sale of loans held for sale ................................         1,457          1,742
   Purchase of investment securities ........................................        (1,083)          (533)
   Proceeds from maturities, payments and calls of investment securities ....         4,921          2,644
   Purchase of securities available for sale ................................       (49,238)      (138,102)
   Proceeds from sales and calls of securities available for sale ...........        17,551        141,917
                                                                                  ---------      ---------

Net cash flows used in investment activities ................................       (35,784)        (2,484)
                                                                                  ---------      ---------
Cash flows from (used in) financing activities:
   Net  increase in deposits before interest credited .......................        15,146          1,009
   Interest credited to deposits ............................................         5,638          4,889
   Increase in securities sold under agreements to repurchase ...............            55            167
   Proceeds from FHLB advances ..............................................        13,599          6,275
   Repayments of FHLB advances ..............................................        (2,908)       (12,037)
   Decrease in advance payments by borrowers for taxes and insurance ........        (1,128)        (1,049)
   Net increase in other borrowings .........................................           134            247
   Cash dividends on common stock ...........................................          (526)          (626)
   Repayments of principal on ESOP debt .....................................           (98)           (92)
   Common stock issued ......................................................           244            301
   Payment for fractional shares ............................................           (15)            (7)
   Stock options exercised ..................................................            32             32
   Reduction of common stock acquired by ESOP ...............................            98             92
   Common stock repurchased .................................................          --             (266)
                                                                                  ---------      ---------
Net cash flows from  (used in) financing activities .........................        30,271         (1,065)
                                                                                  ---------      ---------
Net decrease in cash and cash equivalents ...................................        (3,557)           (75)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                CHESTER VALLEY BANCORP INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Dollars in Thousands)
                                                (continued)

                                                                               Six Months Ended December 31,
                                                                               ----------------------------- 
                                                                                    1998           1997
                                                                                  ---------      ---------
<S>                                                                               <C>            <C>      
Cash and cash equivalents:
   Beginning of period ......................................................        15,905         10,550
                                                                                  =========      =========
   End of period ............................................................     $  12,348      $  10,475
                                                                                  =========      =========

Supplemental disclosures:
   Cash payments during the year for:
      Taxes .................................................................     $     936      $     850
      Interest
                                                                                  $   7,557      $   6,572


Non-cash items:
   Net unrealized gain on investment securities available for sale ..........     $      31      $     482
   Tax effect on unrealized gain  on investment securities available for sale     $      12      $     187

</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<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 "Company") is a unitary thrift holding company,
incorporated in the Commonwealth of Pennsylvania in 1989. The Company is subject
to the regulations of certain  federal and state banking  agencies and undergoes
periodic  examinations  by those  regulatory  authorities.  The  business of the
Company and its subsidiaries  consists of the operations of First Financial Bank
("First  Financial" or the "Bank"), a  Pennsylvania-chartered  stock savings and
loan association  founded in 1922, and  Philadelphia  Corporation for Investment
Services ("PCIS"),  a full service investment advisory and securities  brokerage
firm.  The Bank  provides a wide range of banking  services  to  individual  and
corporate  customers  through its branch banks in Chester County,  Pennsylvania.
All of the branches are full service and offer commercial and retail deposit and
loan products.  These  products  include  checking  accounts  (non-interest  and
interest-bearing),  savings  accounts,  certificates of deposit,  commercial and
installment  loans, real estate mortgages,  and home equity loans. The Bank also
offers ancillary services that complement these products. The Bank is subject to
extensive competition from other financial institutions and other companies that
provide  financial  services.  PCIS is registered as a  broker/dealer  in all 50
states and  Washington,  DC and it is also  registered as an investment  advisor
with the  Securities  and Exchange  Commission.  PCIS 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 small corporate accounts.


Principles of Consolidation and Presentation

The accompanying  consolidated  financial statements include the accounts of the
Company and its  wholly-owned  subsidiaries,  the Bank and PCIS. The accounts of
the Bank include its wholly-owned  subsidiary, D & S Service Corp., which owns D
&  FProjects  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 with the current period's presentation.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with instructions to Form 10-Q. Accordingly,  they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles ("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 unaudited interim periods.

The results of operations  for the three- and six-month  periods ended  December
31, 1998, are not  necessarily  indicative of the results to be expected for the
fiscal  year  ending  June  30,  1999.  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, 1998.
<PAGE>
Cash and Cash Equivalents

For the purpose of the  consolidated  statements  of cash  flows,  cash and cash
equivalents include cash and interest-bearing deposits with an original maturity
generally of three months or less.

Securities

The Company divides its securities  portfolio into three  segments:  (a) held to
maturity;  (b) available for sale; and (c) trading. At the time of purchase, the
Company makes a determination  on whether or not it will hold the investments to
maturity,  based upon an  evaluation  of the  probability  of the  occurrence of
future events.  Securities in the held to maturity category are accounted for at
amortized cost adjusted for  amortization of premiums and accretion of discounts
using a method which  approximates a level yield,  based on the Company's intent
and  ability to hold the  securities  until  maturity.  Trading  securities  are
accounted  for at quoted  market  prices with changes in market  values  thereof
being recorded as gain or loss in the income  statement.  All other  securities,
including  investment  securities  which the Company believes may be involved in
interest rate risk,  liquidity,  or other  asset-liability  management decisions
which might reasonably  result in such securities not being held until maturity,
are included in the  available  for sale  category and are accounted for at fair
value  with  unrealized  gains or  losses,  net of  taxes,  being  reflected  as
adjustments  to equity.  If investment  securities are sold, any gain or loss is
determined by specific identification and reflected in the operating results for
the period in which the sale occurs.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level that management considers
adequate to provide for  estimated  losses based upon an evaluation of known and
inherent  risks in the loan  portfolio.  Management's  evaluation is based upon,
among other things,  delinquency  trends,  the volume of  non-performing  loans,
prior loss experience of the portfolio,  current economic conditions,  and other
relevant factors.  Although management believes it has used the best information
available to it in making such  determinations,  and that the allowance for loan
losses at December 31, 1998 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  Company's  allowance for
losses on loans. Such agencies may require the Company 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 generally 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 principal  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
<PAGE>
unable  to  collect  all  proceeds  under  the  contractual  terms  of the  loan
agreement.  At and during the three- and six-month  periods  ended  December 31,
1998, the recorded investment in impaired loans was not material.  The Company's
policy for the  recognition of interest  income on impaired loans is the same as
for non-accrual  loans discussed below.  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.


Loans, Loan Origination Fees and Uncollected Interest

Loans  (other  than loans held for sale) are  recorded  at cost net of  unearned
discounts,  deferred  fees and  allowances.  Discounts and premiums on purchased
loans are amortized  using the interest  method over the  remaining  contractual
life of the portfolio,  adjusted for actual  prepayments.  Loan origination fees
and certain direct origination costs are deferred and amortized over the life of
the related loans as an adjustment of the yield on the loans.

Uncollected  interest  receivable  on loans is  accrued  to  income  as  earned.
Non-accrual  loans are loans on which the accrual of interest has ceased because
the collection of principal or interest payments is determined to be doubtful by
management.  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 on such loans is not accrued until the financial  condition and
payment record of the borrower once again demonstrate the borrower's  ability to
service the debt.

Loans Held for Sale

The Company  periodically  identifies certain loans as held for sale at the time
of their origination. These loans consist primarily of fixed-rate, single-family
residential  mortgage  loans  which  meet the  underwriting  characteristics  of
certain government-sponsored enterprises (conforming loans). Loans held for sale
are carried at the lower of  aggregate  cost or fair value,  with any  resulting
gain or loss included in other income for the period.  Realized  gains or losses
are included in other income for the period.

Real Estate Owned ("REO")

Real estate  acquired  through  foreclosure or by deed in lieu of foreclosure is
classified as REO. REO is carried at the lower of cost (lesser of carrying value
of the loan or fair value of the property at date of  acquisition) or fair value
less selling  expenses.  Costs relating to the development or improvement of the
property are capitalized; holding costs are charged to expense.

Property and Equipment

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of the assets.  When assets are retired or  otherwise  disposed of,
the cost and related accumulated depreciation are removed from the accounts. The
cost of  maintenance  and repairs is charged to expense as incurred and renewals
and betterments are capitalized.
<PAGE>
Deferred Income Taxes

The Company  accounts  for income  taxes under the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating loss and tax credit carryforwards.

Deferred tax assets and  liabilities  are  measured  using the enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Earnings Per Share

In February  1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 128.  "Earnings  per
Share,"  which was required to be adopted in both  interim and annual  financial
statements for periods ending after December 15, 1997. Accordingly,  the Company
has changed its  methodology  for computing  earnings per share and restated all
prior period amounts.  SFAS 128 replaced  "primary" and "fully" diluted earnings
per  share  with  "basic"  and  "diluted"  earnings  per  share.  Under  the new
requirements  for calculating  earnings per share,  the dilutive effect of stock
options  is  excluded  from  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  dividend paid in September  1998 and the
three-for-two stock split effected in the form of a dividend in December 1998.

<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
                                         Three Months Ended              Six Months Ended
                                             December 31,                    December 31,
                                      ---------------------------     ------------------------- 
                                                        (Dollars in Thousands)

                                          1998            1997          1998            1997
                                      ------------     ----------     ----------     ----------
<S>                                   <C>              <C>            <C>            <C>       

Numerator:
   Net income ...................     $      1,168     $      909     $    2,267     $    1,913
                                      ============     ==========     ==========     ==========

Denominator:
   Denominator for basic earnings 
  per share-weighted average
   shares .......................        3,675,352      3,617,226      3,671,156      3,616,165

Effect of dilutive securities:
   Stock options ................           40,774         53,812         41,875         48,637
                                      ------------     ----------     ----------     ----------


Denominator for diluted earnings
   per share-adjusted weighted
   average shares and assumed
   exercise .....................        3,716,126      3,617,038      3,713,031      3,664,802
                                      ============     ==========     ==========     ==========

Basic earnings per share ........     $        .32     $     0.25     $      .62     $      .53
                                      ============     ==========     ==========     ==========

Diluted earnings per share ......     $        .31     $     0.25     $      .61     $      .52
                                      ============     ==========     ==========     ==========
</TABLE>
<PAGE>
NOTE 2 - LOANS RECEIVABLE

Loans receivable are summarized as follows:
<TABLE>
<CAPTION>
                                                 At December 31,      At June 30,
                                                      1998                1998
                                                   ---------          --------- 
                                                       (Dollars in Thousands)
<S>                                                <C>                <C>      
First mortgage loans:
   Residential ...........................         $ 154,984          $ 155,628
   Construction-residential ..............            12,973             13,502
   Land acquisition and
      development ........................             5,835              6,529
   Commercial ............................            45,028             41,002
   Construction-commercial ...............            12,909             10,614
Commercial business ......................            15,244             11,437
Consumer .................................            51,568             51,829
                                                   ---------          ---------

Total loans ..............................           298,541            290,541
                                                   ---------          ---------

Less:
   Undisbursed loan proceeds:
      Construction-residential ...........            (7,079)            (7,915)
      Construction-commercial ............            (4,701)            (4,464)
   Deferred loan fees - net ..............            (1,567)            (1,620)
   Allowance for loan losses .............            (3,432)            (3,414)
                                                   ---------          ---------

Net loans ................................         $ 281,762          $ 273,128
                                                   =========          =========
</TABLE>
NOTE 3 - COMMITMENTS

Commitments to potential  mortgagors of the Bank amounted to $7.15 million as of
December 31,  1998,  of which $2.22  million was for  variable-rate  loans.  The
balance  of  the  commitments  represents  $4.93  million  of  fixed-rate  loans
(primarily consisting of single-family  residential  mortgages) bearing interest
rates of between 5.75% and 9.50%.  At December 31, 1998,  the Company had $11.78
million of  undisbursed  construction  loan  funds as well as $15.44  million of
undisbursed remaining consumer and commercial line balances.

NOTE 4 - 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.
<PAGE>
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 average
assets (as  defined).  At  December  31,  1998 and June 30, 1998 the Bank was in
compliance  with  all  such  requirements  and is  deemed  a  "well-capitalized"
institution  for  regulatory  purposes.  There are no conditions or events since
December  31, 1998 that  management  believes  have  changed  the  institution's
category.

The Bank's  regulatory  capital amounts and ratios are presented in the table as
follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                           Required            To Be Well Capitalized         
                                                                         For Capital           Under Prompt Corrective
                                               Actual                  Adequacy Porposes         Action Provisions
                                         --------------------        --------------------      -----------------------
                                         Amount         Ratio         Amount        Ratio        Amount       Ratio
<S>                                      <C>            <C>           <C>            <C>        <C>           <C>   
As of December 31,  1998:

   Total Capital
     (to Risk Weighted Assets)           $32,705        13.62%        $16,243        8.00%      $24,016       10.00%

   Tier 1 Capital
     (to Risk Weighted Assets)           $29,698        12.37%        $ 9,606        4.00%      $14,409        6.00%

   Tier 1 Capital
     (to Average Assets)                 $29,698         7.31%        $16,243        4.00%      $20,304        5.00%

As  of June 30, 1998:

   Total Capital
     (to Risk Weighted Assets)           $31,328        14.18%       $ 17,678        8.00%      $22,098       10.00%

   Tier 1 Capital
    (to Risk Weighted Assets)            $28,560        12.92%       $  8,839        4.00%      $13,259        6.00%

   Tier 1 Capital
     (to Average  Assets)                $28,560         7.64%        $14,945        4.00%      $18,682        5.00%
</TABLE>
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATION


In this Report,  the Company has included certain  "forward looking  statements"
concerning the 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  Report.  The Company has used
"forward  looking  statements"  to  describe  the  future  plans and  strategies
including  management's  expectations  of the Company's  Year 2000 readiness and
future  financial  results.  Management's  ability to predict the results or the
effect of future plans and strategy is inherently uncertain.  Factors that could
affect results include interest rate trends,  competition,  the general economic
climate in Chester County,  the  mid-Atlantic  region and the United States as a
whole, loan delinquency  rates,  changes in federal and state  regulation,  Year
2000  uncertainties and other  uncertainties  described in the Company's filings
with the Securities and Exchange Commission.  These factors should be considered
in evaluating the "forward looking statements", and undue reliance should not be
placed on such statements.

                               FINANCIAL CONDITION

The Company's  total assets  increased to $410.49  million at December 31, 1998,
from  $377.01  million at June 30,  1998,  principally  due to a $25.87  million
aggregate  increase  in  trading  account  securities,   investment   securities
available  for sale and  investment  securities  to $100.12  million from $74.25
million at June 30, 1998.  Such increases were funded in large part by increases
in deposits and Federal Home Loan Bank ("FHLB")  advances  from $298.19  million
and $40.94  million at June 30, 1998, to $318.98  million and $51.63  million at
December 31, 1998, respectively.

Stockholders'  equity  increased  to $33.97  million at  December  31, 1998 from
$31.85 million at June 30, 1998, as a result of net income of $2.27 million, the
recognition of an increase in net unrealized  gains on securities  available for
sale,  net of  taxes,  of  $19,000,  the sale of  $243,900  of  common  stock in
connection with the Company's dividend  reinvestment plan, $32,800 received as a
result of the exercise of stock  options,  and the  reduction  in the  principal
balance of the ESOP debt by $98,000.  The increase in  stockholders'  equity was
partially  offset by the payment  during the period of cash  dividends  totaling
$525,700.
                              RESULTS OF OPERATIONS

Net interest income, on a fully tax equivalent  basis,  increased 12.1% to $3.52
million for the  three-month  period ended  December 31, 1998, and 9.2% to $6.86
million for the  six-month  period ended  December  31, 1998,  compared to $3.14
million and $6.28  million,  respectively,  for the same periods in 1997.  Total
interest income, on a fully tax equivalent basis, increased to $7.30 million and
$14.41  million for the three- and six-month  periods  ended  December 31, 1998,
from $6.49 million and $12.90 million for the same periods in 1997, primarily as
a result of the effect of an increase in the average balance of interest-earning
assets.

The average balance of interest-earning  assets increased to $376.83 million and
$373.09  million for the three- and six-month  periods ended  December 31, 1998,
respectively,  from $314.11 million and $313.93 million,  respectively,  for the
<PAGE>
same periods in 1997.  Partially offsetting the effect on interest income of the
increases in the average  balances  was the 51  basis-point  and 50  basis-point
decreases  in the yield to 7.75% and 7.72% on  interest-earning  assets  for the
three- and  six-month  periods  ended  December 31, 1998,  respectively,  as the
result of declining general market rates of interest.

Total interest  expense  increased to $3.78 million and $7.55 million from $3.35
million and $6.62 million for the  respective  three- and  six-month  periods in
1998 and 1997,  largely as the result of the increase in the average  balance of
interest-bearing  liabilities  to $325.04  million and  $320.25  million for the
three- and six-month periods ended December 31, 1998, respectively,  as compared
to $269.88 million and $270.07  million for the same periods in 1997.  Partially
offsetting  the increase in interest  expense was a decrease in the average rate
paid on such liabilities to 4.65% and 4.72% for the three- and six-month periods
ended December 31, 1998, respectively, from 4.97% and 4.90% for the same periods
in 1997, as the result  primarily of declining  general market rates of interest
and  management's  continued  efforts  to  focus  its  growth  in the  areas  of
low-costing or no-cost deposits.

The tax equivalent  interest rate spread  decreased to 3.00% from 3.32%, and the
average tax equivalent net yield on  interest-earning  assets decreased to 3.68%
from  4.00%  for the  six-month  periods  ended  December  31,  1998  and  1997,
respectively, due to the reasons discussed above.

Provision for Loan Losses

The Company  provided  $45,000 and $90,000 for loan losses during the three- and
six-month periods ended December 31, 1998,  respectively as compared to $120,000
and $240,000,  respectively, for the same periods in 1997. These provisions have
been added to the Company's  allowance  for loan losses due to current  economic
conditions and management's  assessment of the inherent risk of loss existing in
the loan portfolio.  At December 31, 1998, the allowance for loan losses totaled
$3.43  million  or 1.22% of net  loans  (before  allowance),  compared  to $3.41
million  or 1.23% of net loans and $3.08  million  or 1.15% of net loans at June
30, 1998, and December 31, 1997, respectively. As a percentage of non-performing
assets, the allowance for loan losses was 237% at December 31, 1998, compared to
274% at June 30, 1998, and further compared to 386% at December 31, 1997.

Other Income

Total other  income  increased  to $1.39  million and $2.77  million  during the
three- and six-month periods ended December 31, 1998  respectively,  as compared
to $1.00 million and $2.12 million  during the same periods in 1997.  Investment
services  income  increased  23.9% and 16.3%  during the  three-  and  six-month
periods ended  December 31, 1998,  respectively  compared to the same periods in
1997 as the result of PCIS'  increased  commission  income due to an increase in
trading activity and an increase in money market fund fees due to an increase in
customer balances.  In addition,  PCIS' advisory fee income increased due to the
strategic  plan of PCIS to focus on  advisory  services  as it  provides  a more
stable  revenue  stream  for  PCIS and  stabilizes  expenses  for the  customer.
Investment  services  income also  increased as the result of the opening of the
Bank's  Investment  Services and Trust  Division in the second quarter of fiscal
1998. The Trust Division offers both  individual and corporate  clients an array
of  money  management,   trust  and  investment   services  including  portfolio
<PAGE>
management,  estate  and  retirement  planning,  and  self  directed  individual
retirement  accounts.  An increase in checking account fees, as the result of an
increased  number of accounts,  and an increase in the fees earned on the Bank's
debit card, due to increased usage and also an increased  number of cardholders,
contributed to the increase of $88,000 and $146,000 in service  charges and fees
during the three- and  six-month  periods ended  December 31, 1998.  The Company
recognized gains on trading account securities and sales of assets available for
sale of $225,000 and  $458,000,  respectively,  during the three- and  six-month
periods ended December 31, 1998 compared to $83,000 and $171,000 during the same
periods in 1997.

Operating Expenses

Total operating  expenses  increased  $369,000 or 13.9% and $684,000 or 12.8% to
$3.03  million and $6.02  million,  respectively,  for the three- and  six-month
periods  ended  December  31, 1998 as compared to the same time periods in 1997.
The  increase in  operating  expenses  for the three- and  six-month  periods in
fiscal  1999 was due to (i)  normal  salary  increases  combined  with  benefits
expense;  (ii) the increased number of staff associated with the addition of the
Bank's Investment Services and Trust Division combined with the expansion of the
Bank's Commercial Loan Department;  (iii) an increase in occupancy and equipment
expenses  related to  renovations  required  to provide  accommodations  for the
Bank's new Trust  Division;  and (iv) an increase  in  occupancy  and  equipment
expenses  related to the  Company's  conversion  of its data service  processing
system and its  computer  hardware  and  software  upgrades as the result of the
Company's  technology  strategic  plan and the Year 2000 issues (see " Year 2000
Issues" herein).

Income Tax Expense

Income tax expense was $535,000 and $1.01  million for the three- and  six-month
periods  ended  December  31,  1998,  respectively,  as compared to $337,000 and
$697,000 for the same periods in 1997, reflecting the increased profitability of
the  Company in the 1998  periods.  The  increase  in income tax expense for the
three- and six-month  periods  ended  December 31, 1998 was also due to the fact
that for periods  ending prior to May 29, 1998,  no provision  has been made for
income taxes for PCIS since PCIS had elected to be taxed under the provisions of
Subchapter S of the Internal  Revenue Code and similar state  provisions  (which
treat  S  Corporations  in  a  manner  similar  to  partnerships).  Under  these
provisions,  PCIS does not pay income taxes on its taxable  income.  Instead the
former  stockholders  of PCIS are liable for  individual  income  taxes based on
their respective  shares of PCIS's taxable income.  As a result of all of PCIS's
stock being purchased by the Company on May 29, 1998, PCIS is no longer eligible
to be taxed under the provisions of Subchapter S of the Internal Revenue Code.

                                  ASSET QUALITY

Non-performing  assets are  comprised of  non-accrual  loans and REO and totaled
$1.45  million  and  $1.25  million  at  December  31,  1998 and  June 30,  1998
respectively.  Non-accrual  loans are loans on which the accrual of interest has
ceased because the collection of principal or interest payments is determined to
be doubtful by management.  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
<PAGE>
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 once again  demonstrate  the  borrower's  ability to service the
debt.  At December 31, 1998,  the Company did not have any loans greater than 90
days delinquent  which were accruing  interest.  Non-performing  assets to total
assets and non-performing  loans to total assets were .35% at December 31, 1998,
compared to .33% at June 30, 1998, and .25% at December 31, 1997. Non-performing
loans,  which  totaled  $1.45  million at December  31,  1998.  consisted  of 12
single-family   residential   mortgage  loans  aggregating  $1.08  million,  two
commercial mortgage loans aggregating  $135,000 and non-performing  consumer and
commercial business loans totaling $227,000.

At December 31, 1998, the Company's classified assets, which consisted of assets
classified  as  substandard,  doubtful or loss,  as well as REO,  totaled  $1.82
million  compared to $1.47  million at June 30,  1998,  and further  compared to
$1.38 million at December 31, 1997. Included in assets classified substandard at
December 31, 1998 and 1997,  and at June 30,  1998,  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.


                         LIQUIDITY AND CAPITAL RESOURCES


Management  monitors  liquidity  daily and  maintains  funding  sources  to meet
unforseen 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 FHLB advances.

Liquidity management is both a daily and long-term function. Excess liquidity is
generally invested in short-term investments such as FHLB 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 savings withdrawals.  At December 31, 1998, the Company
had $7.15 million in commitments to fund loan originations. In addition, at such
date the Company had  undisbursed  loans in process  for  construction  loans of
$11.78 million and $15.44 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.
<PAGE>
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  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  quarter.  On November  18,  1998,  the Board of  Directors
declared a  three-for-two  stock split and a quarterly cash dividend of $.11 per
share,  both of which were paid on December 18, 1998, to  stockholders of record
as of December 4, 1998.

The Bank is required under applicable federal regulations, to maintain specified
levels of liquid  investments  and qualifying  types of United States  Treasury,
federal agency and other  investments  having  maturities of five years or less.
Regulations  currently  in effect  require the Bank to  maintain a liquid  asset
ratio of not  less  than 4% of its net  withdrawable  accounts  plus  short-term
borrowings.  These  levels are  changed  from time to time by the OTS to reflect
economic  conditions.  First Financial's average regulatory  liquidity ratio for
the month ended December 31, 1998 was 23.92%.


                                YEAR 2000 ISSUES


In order to be ready for the year 2000 (the "Year 2000 Issue"),  the Company has
developed a Year 2000 Action Plan (the "Action  Plan") which was  presented  and
approved by the Company's  Board of Directors in December  1998. The Action Plan
was  developed  using both the  guidelines  outlined  in the  Federal  Financial
Institutions  Examination  Council's  ("FFIEC")  "The Effect of 2000 on Computer
Systems" as well as guidance provided by the Securities and Exchange  Commission
(the "SEC").  The Company's Board of Directors  assigned  responsibility for the
Action Plan to the Year 2000 Project Team chaired by the Company's President and
Chief  Operating  Officer who reports to the Board of Directors  with respect to
the status of the  implementation  of the Action  Plan on a monthly  basis.  The
Action Plan recognizes that the Company's  operating,  processing and accounting
operations are computer reliant and could be significantly  affected by the Year
2000 Issue.  The  Company is  primarily  reliant on third party  vendors for its
computer  output and  processing,  as well as other  significant  functions  and
services ( i.e., securities  transactional and safekeeping services,  securities
pricing information, etc.). The Year 2000 Project Team is currently working with
these third party  vendors to assess their Year 2000  readiness and will perform
Year 2000  testing  as  required.  Based on an  ongoing  assessment,  management
presently  believes  that with planned  modifications  to existing  software and
hardware  and recent and  planned  conversions  to new  software  and  hardware,
including  a  conversion  by the Bank to a new core  data  processing  system in
October 1998, the Company's third party vendors are taking the appropriate steps
to ensure critical systems will function properly.

The Bank has identified five mission  critical  systems  (without which the Bank
cannot  operate)  and  critical  (necessary  applications  but the  Company  can
function for a moderate amount of time without such applications being Year 2000
compliant) applications operated or supported by third party vendors. These five
mission critical systems include: 1) the core data service processing system for
deposit,  loan and general ledger account processing;  2) the Electronic Network
which drives the Bank's ATMs and  telephone  voice  response  units,  as well as
processes  its ATM cards and debit cards;  3) the  equipment  and software  that
processes  the Bank's item  processing  and check  inclearing;  4) the Wide Area
Network ("WAN") which facilitates  electronic  communications between the Bank's
<PAGE>
branches and its core processor; and 5) the software that processes the backroom
statement  operations for the Bank's Trust Department.  Of such mission critical
systems and critical applications,  the Company has been informed by its vendors
that a  substantial  majority  have  certified  that they are  either  Year 2000
compliant or that they will be compliant  and are in the process of revising and
testing their systems for Year 2000 compliance. The most critical system for the
Bank is its core data  processing  service  which is  provided  by a third party
vendor (DPS Provider").  The DPS Provider  services over 1,000 banks nationally.
In May 1998,  the Bank entered into an agreement  with the DPS Provider  whereby
the DPS Provider  warranted certain  conditions  regarding Year 2000 compliance.
The DPS Provider  has  informed  the Bank that it completed  the majority of its
testing of its systems.  The Bank has received and will  continue to receive and
review carefully the results of the DPS Provider  testing.  Phase I and Phase II
of testing of the DPS  Provider  system was  completed in July 1998 and December
1998,  respectively,  with  substantially all such systems  evidencing Year 2000
compliance.

Substantially  all of the Company's  vendors of its mission critical systems and
critical  applications have provided written  assurances that their products and
services will be Year 2000 compliant. The Company currently expects the majority
of its mission  critical  modifications  and  conversions and related testing of
such  systems to be completed  by March 31, 1999 with any  remaining  ones being
completed by June 30, 1999.

The Year 2000 issues also affect certain of the Bank's  customers,  particularly
in the  areas  of  access  to  funds  and  additional  expenditures  to  achieve
compliance.  As  of  September  30,  1998,  Bank  personnel  had  contacted  all
commercial credit customers regarding the customers'  awareness of the Year 2000
Issue.  At that time the Bank  adopted  the  FFIEC  Millennium  Risk  Evaluation
Package  ("FFIEC  Package")  as the  standard  for  evaluating  the Bank risk in
relation to Year 2000 issues. From the customer  responses,  the Bank identified
42 potential risk customers  whose  operations were considered to be heavy users
of  computer  based  systems  or  considered  a risk  either  by virtue of their
business complexity or the complexity of their borrowings. The officer of record
was given the  responsibility  of  determining  the risk level that each  client
posed using the FFIEC  Package.  The risk level was  considered to be low on all
but three of these clients and these three were  considered to be medium.  Those
identified  to be  anything  but low risk  will be  monitored  quarterly  by the
officer of record.  While no assurance can be given that its  customers  will be
Year 2000  compliant,  management  believes,  based on  representations  of such
customers  and  reviews  of  their  operations  (including  assessments  of  the
borrowers' level of  sophistication  and data and record keeping  requirements),
that the  customers  are  either  addressing  the  appropriate  issues to insure
compliance  or that they are not faced  with  material  Year  2000  issues.  The
respondents stated that they were, at the very least,  sufficiently compliant to
avoid  disruption  of the cash flow  stream to service  debt.  In  addition,  in
substantially  all cases the credit extended to such borrowers is collateralized
by real estate or business assets which inherently minimizes the Bank's exposure
in the event that such borrowers do experience  problems or delays becoming Year
2000 compliant.

PCIS, pursuant to Section 240.17a-5(e)(5)(iii) of the Securities Exchange Act of
1934,  filed  Part I and Part II of Form  BD-Y2K  with the SEC which  applies to
brokers with minimum net capital of $100,000 or more. Part I and Part II of Form
BD-Y2K was filed in August  1998 and  included  PCIS's  Year 2000  Action  Plan,
including  contingency planning and timeline.  Part I and Part II of Form BD-Y2K
<PAGE>
are also required to be filed with the SEC by April 30, 1999 and will include an
update for PCIS's Year 2000 planning as of March 15, 1999.  PCIS has  identified
three  mission  critical  systems  within its  operations.  These three  mission
critical system include: 1) clearing brokerage service, client account statement
production  and  client  account  maintenance;  2)  investment  market  services
including  stock and bond quote  information  as well as newswire  informational
service;  and 3) the  internal  personal  computer  Local Area  Network  ("LAN")
system.  The two vendors which provide the clearing  brokerage  services and the
investment  market services have upgraded to Year 2000 compliant  software which
PCIS will  install  during the first  quarter of calendar  1999.  The  contracts
signed with both  vendors  include  Year 2000  compliance  assurances.  Industry
related  testing has begun,  and PCIS  testing will begin once  installation  is
completed.  The LAN  networks  are also being  replaced  with  software  that is
assured to be Year 2000 compliant. Virtually all the personal computer equipment
will be replaced as a result of the new specification  requirements  dictated by
the clearing  brokerage and investment market service vendors,  and will be Year
2000  compliant  certified.  PCIS is a member  of the  National  Association  of
Securities  Dealers,  Inc. (the "NASD") and as such is required to report to the
NASD on a regular basis. This reporting process is done  electronically  through
software  that the NASD  provides.  PCIS has been  informed by the NASD that the
software is Year 2000 compliant.

While the Company has received  assurances  from such vendors as to  compliance,
such  assurances are not guarantees  and may not be  enforceable.  The Company's
existing   older   contracts   with  such  vendors  do  not  include  Year  2000
certifications  or warranties.  Thus, in the event such vendors' products and/or
services are not Year 2000  compliant,  the  Company's  recourse in the event of
such failure may be limited.  If the required  modifications and conversions are
not made, or are not completed on a timely basis, the Year 2000 Issue could have
a material  impact on the  operations of the Company.  There can be no assurance
that  potential  systems  interruptions  or  unanticipated   additional  expense
incurred to obtain Year 2000 compliance would not have a material adverse effect
on the  Company's  business,  financial  condition,  results of  operations  and
business prospects.  Nevertheless, the Company does not believe that the cost of
addressing  the Year 2000 issues will be a material  event or  uncertainty  that
would cause reported financial  information not to be necessarily  indicative of
future operating results or financial  conditions,  nor does it believe that the
costs or the consequences of incomplete or untimely  resolution of its Year 2000
issues represent a known material event or uncertainty that is reasonably likely
to  affect  its  future  financial  results,  or cause  its  reported  financial
information  not to be  necessarily  indicative of future  operating  results or
future financial condition.

The  Company's  Year 2000 Action Plan  included its own  company-wide  Year 2000
contingency plan. Individual  contingency plans concerning specific software and
hardware issues and operational  plans for continuing  operations were completed
for a  substantial  majority  of its  mission  critical  hardware  and  software
applications  as of December  31,  1998,  with the  remainder to be completed by
March 31,  1999.  The Year 2000  Project  Team is  reviewing  substantially  all
mission critical test plans and contingency  plans to ensure the  reasonableness
of the plans.  The Company has completed  contingency  plans for its  identified
mission critical and critical applications. The Company's contingency plans also
includes plans which address operational policies and procedures in the event of
data  processing,  electric  power  supply  and/or  telephone  service  failures
<PAGE>
associated with the Year 2000. Such contingency plans provide documented actions
to allow the Company to maintain and/or resume normal operations in the event of
the failure of mission critical and critical  applications.  Such plans identify
participants,  processes  and  equipment  that will be  necessary  to permit the
Company to continue operations. Such plans may include providing off-line system
processing, back-up electrical and telephone systems and other methods to ensure
the Company's ability to continue to operate.

The costs of modifications to the existing software is being primarily  absorbed
by the third party vendors. However, the Company recognizes that the need exists
to purchase new hardware and software. Based upon current estimates, the Company
has  identified  approximately  $635,000  in total  costs,  including  hardware,
software,  and other  items,  expected  to be or  already  incurred  in order to
complete the Year 2000 project. The Company anticipates  spending  substantially
all of this amount during the fiscal year ended June 30, 1999.  Expenditures for
software  are  typically  depreciated  over three years while  expenditures  for
hardware are typically depreciated over five years. Of the estimated $635,000 in
total Year 2000  expenditures,  $585,000 is associated  with the  replacement of
systems that were not Year 2000  compliant,  but would have been replaced anyway
as a result of the  Company's  aggressive  Strategic  Technology  Plan  which is
designed to maintain  competitiveness  within the  industry  and to increase the
efficiency of the Company's  operations.  The remaining $50,000 will be spent on
costs directly related to the Year 2000 issue,  including  promotional  material
for consumer and employee  awareness and replacement of non-compliant  Year 2000
software and hardware. 

                        RECENT ACCOUNTING ANNOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income".
According  to the  statement,  all  items of  "comprehensive  income"  are to be
reported in a "financial statement that is displayed with the same prominence as
other financial  statements".  Comprehensive  income is defined as the change in
equity of a business  enterprise  during a period  from  transactions  and other
events and circumstances from nonowner sources. Along with net income,  examples
of  comprehensive  income  include  foreign  currency  translation  adjustments,
unrealized holding gains and losses on securities available-for-sale, changes in
the market  value of a futures  contract  that  qualifies as a hedge of an asset
reported  at  fair  value,  and  minimum  pension  liability  adjustments.  This
statement  is  effective  for fiscal years  beginning  after  December 15, 1997.
Accordingly all  disclosures  within this report are in compliance with SFAS No.
130.

In June 1997, the FASB adopted SFAS No. 131,  "Disclosures  About Segments of an
Enterprise and Related Information".  This statement,  which supersedes SFAS No.
14, requires public  companies to report  financial and descriptive  information
about their reportable  operating  segments on both an annual and interim basis.
SFAS No. 131 mandates  disclosure of a measure of segment  profit/loss,  certain
revenue and  expense  items and  segment  assets.  In  addition,  the  statement
requires reporting information on the entity's products and services,  countries
in which the entity earns revenues and holds assets,  and major customers.  This
statement  requires  changes  in  disclosures  only and  would  not  affect  the
financial condition,  equity or operating results of the Company. This statement
is effective for fiscal years beginning after December 15, 1997. The disclosures
are not required  for interim  financial  statements  in the initial year of its
application.
<PAGE>
In February 1998, the FASB issued SFAS No. 132,  "Employer's  Disclosures  About
Pensions and Other  Postretirement  Benefits." This statement revises employers'
disclosures  about pension and other  postretirement  benefit plans. It does not
change the  measurement  or  recognition  of those plans.  It  standardizes  the
disclosure  requirements for pensions and other  postretirement  benefits to the
extent practicable,  requires  additional  information on changes in the benefit
obligations  and fair  values  of plan  assets  that will  facilitate  financial
analysis,  and eliminates  certain  disclosures  that are no longer as useful as
they were when FASB Statements No. 87, "Employers' Accounting for Pensions", No.
88,  "Employers'  Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits", and No. 106, "Employers' Accounting
for Postretirement  Benefits Other Than Pensions",  were issued.  This statement
simply  requires  changes  in  disclosures  and does not  affect  the  financial
condition,  equity or operating  results of the  Corporation.  This statement is
effective  for fiscal years  beginning  after  December 15, 1997.  No additional
disclosures were required by the Company.

In  June  1998  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities." This statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other  contracts,   (collectively   referred  to  as
derivatives)  and for hedging  activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative  depends on the intended use of the derivative
and the resulting  designation.  If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment, (b)
a hedge of the exposure to variable cash flows of a forecasted  transaction,  or
(c) a hedge of certain foreign currency  exposures.  This statement is effective
for all fiscal quarters of fiscal years  beginning after June 15, 1999.  Earlier
adoption is  permitted.  The  Company  has not yet decided  whether to adopt the
statement early or determined the impact,  if any, of this statement,  including
its provisions for the potential reclassifications of investments securities, on
the Company's operations, financial condition or equity.

In October 1998, the FASB issued SFAS No. 134,  "Accounting for  Mortgage-backed
Securities  Retained after the Securitization of Mortgage Loans Held for Sale by
a  Mortgage  Banking  Enterprise".   This  statement  requires  that  after  the
securitization  of a mortgage loan held for sale, an entity  engaged in mortgage
banking activities classify any retained mortgage-backed securities based on the
ability  and intent to sell or hold those  investments,  except  that a mortgage
banking  enterprise  must  classify  as  trading  any  retained  mortgage-backed
securities that it commits to sell before or during the securitization  process.
This statement is effective for the first fiscal quarter beginning after January
30, 1999 with earlier  adoption  permitted.  This statement  provides a one-time
opportunity for an enterprise to reclassify,  based on the ability and intent on
the date of adoption of this  statement,  mortgage-backed  securities  and other
beneficial  interests  retained after  securitization of mortgage loans held for
sale from the trading category,  except for those with commitments in place. The
Company has not yet determined the impact, if any, of this statement, including,
if applicable,  its provisions  for the potential  reclassifications  of certain
investment securities, on operations, financial condition or equity.
<PAGE>
Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 
                  MARKET RISK

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 52%
of its money market and NOW accounts are  sensitive to interest rate changes and
that  7% of its  savings  deposits  are  sensitive  to  interest  rate  changes.
Accordingly,   these  interest   sensitive  portions  of  such  liabilities  are
classified in the less than one year categories with the remainder placed in the
over five years  category.  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.  For a discussion  of the potential
impact of interest rate changes upon the market value of the Company's portfolio
equity,  see "Market Risk" in the  Company's  Annual Report on Form 10-K for the
year ended June 30,  1998.  There has been no material  change in the  Company's
market value of portfolio equity since June 30, 1998.
<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 to Freddie Mac of whole loans and 95%
participation  interests in  long-term,  fixed-rate,  single-family  residential
mortgage  loans in  furtherance  of the  Company's  goal of better  matching the
maturities and  interest-rate  sensitivity of its assets and  liabilities.  When
selling loans, the Company has generally retained servicing in order to increase
its  non-interest  income.  At December 31, 1998,  the Company  serviced  $20.65
million of mortgage loans for others.  Sales of loans produce  future  servicing
income and provide funds for additional lending and other purposes.
<TABLE>
<CAPTION>
                                  Interest Rate Sensitivity Analysis at December 31, 1998
                                                   (Dollars in thousands)

                                                                           More Than         More Than          More Than    
                                                                         Three Months        Six Months         One Year     
                                                       Three Months        Through             Through           Through     
                                                         or Less          Six Months           One Year        Three Years   
                                                       ---------          ---------          ---------          ---------  
<S>                                                     <C>                <C>                <C>                <C>      
INTEREST-EARNING ASSETS:
   Loans (1)
        Real estate (2) ........................        $  26,042          $  19,199          $  37,258          $  71,166
        Commercial .............................            9,078                749              2,649              2,232
        Consumer ...............................            7,745              1,901              3,720             13,126
   Securities and interest-bearing deposits ....           54,081              1,999              7,185              5,689
                                                        ---------          ---------          ---------          ---------

   Total interest-earning assets ...............        $  96,946          $  23,848          $  50,812          $  92,213
                                                        ---------          ---------          ---------          ---------

INTEREST-BEARING LIABILITIES:
   Savings accounts ............................        $     501          $     501          $     998               --   
   NOW accounts ................................              450                450                900               --   
   Money market accounts .......................           34,888               --                 --                 --   
   Certificate accounts ........................           61,421             26,130             40,838             41,545
   Securities sold under agreements to
      repurchase ...............................              199               --                 --                 --   
   Borrowings ..................................            3,619              1,233                634              9,940
                                                        ---------          ---------          ---------          ---------
   Total interest-bearing liabilities ..........        $ 101,078          $  28,314          $  43,370          $  51,485
                                                        ---------          ---------          ---------          ---------

Cumulative excess of interest-earning assets
   to interest-bearing liabilities .............        ($  4,132)         ($  8,598)         ($  1,156)         $  39,572
                                                        =========          =========          =========          =========
Cumulative ratio of interest rate-sensitive
   assets to interest rate-sensitive liabilities             95.9%              93.4%              99.3%             117.6%
                                                        =========          =========          =========          =========
Cumulative difference as a percentage of
   total assets ................................             (1.0%)             (2.1%)             (0.3%)              9.6%
                                                        =========          =========          =========          =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  Interest Rate Sensitivity Analysis at December 31, 1998
                                                   (Dollars in thousands)
                                                        (continued)

 
                                                        More Than                                         
                                                       Three Years                                          
                                                         Through          More Than                       
                                                        Five Years       Five Years          Total  
                                                        ---------         ---------         ---------
<S>                                                     <C>               <C>               <C>      
INTEREST-EARNING ASSETS:
   Loans (1)
        Real estate (2) ........................        $  34,050         $  32,234         $ 219,949
        Commercial .............................              484                52            15,244
        Consumer ...............................            8,866            16,210            51,568
   Securities and interest-bearing deposits ....           16,592            21,843           107,389
                                                        ---------         ---------         ---------

   Total interest-earning assets ...............        $  59,992         $  70,339         $ 394,150
                                                        ---------         ---------         ---------

INTEREST-BEARING LIABILITIES:
   Savings accounts ............................             --           $  25,737         $  27,737
   NOW accounts ................................             --              33,675            35,475
   Money market accounts .......................             --                --              34,888
   Certificate accounts ........................            6,626            12,807           189,367
   Securities sold under agreements to
      repurchase ...............................             --                --                 199
   Borrowings ..................................           13,103            23,989            52,518
                                                        ---------         ---------         ---------
   Total interest-bearing liabilities ..........        $  19,729         $  96,208         $ 340,184
                                                        ---------         ---------         ---------

Cumulative excess of interest-earning assets
   to interest-bearing liabilities .............        $  79,835         $  53,966         $  53,966
                                                        =========         =========         =========
Cumulative ratio of interest rate-sensitive
   assets to interest rate-sensitive liabilities            132.7%            115.9%            115.9%
                                                        =========         =========         =========
Cumulative difference as a percentage of
   total assets ................................             19.4%             13.1%             13.1%
                                                        =========         =========         =========

</TABLE>

(1) Net of  undisbursed  loan  proceeds  related to commercial  and  residential
construction loans. (2) Includes commercial mortgage loans.
<PAGE>


Part II.          Other Information

                  Item 1.  Legal Proceedings

                           None

                  Item 2.  Changes in Securities and Use of Proceeds

                           None

                  Item 3.  Defaults Upon Senior Securities

                           Not Applicable.

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

                           None

                  Item 5.  Other Information

                           None

                  Item 6.  Exhibits and Reports on Form 8-K

                           Exhibit 27 Financial Data Schedule
<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         2-11-99                       /s/Ellen Ann Roberts
                                           --------------------
                                           Ellen Ann Roberts
                                           Chairman and Chief Executive Officer


Date         2-11-99                       /s/Christine N. Dullinger
                                           -------------------------
                                           Christine N. Dullinger
                                           Treasurer and Chief Financial Officer