May 14, 2003


OFIS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312

                        FIRST CHESTER COUNTY CORPORATION

                         Commission File Number 0-12870
                         ------------------------------

Gentlemen:

Pursuant to the reporting  requirements  of the  Securities  and Exchange Act of
1934, we are filing herewith the above listed  Registrant's  Quarterly Report on
Form 10-Q for the period ended March 31, 2003.





                                           Very truly yours,

                                           /s/ J. Duncan Smith
                                           -----------------------------
                                           J. Duncan Smith, Treasurer
                                           (Principal Accounting
                                            and Financial Officer)
JDS/jd
Enclosures

cc:   John A. Featherman, III, Esquire, MacElree, Harvey, Ltd., West Chester, PA

      Patricia A. Gritzan, Esquire, Saul Ewing LLP, Philadelphia, PA

      Rick Huff, CPA, Grant Thornton, Philadelphia, PA

      Ward Johnson, VP, First Union Bank, Philadelphia, PA

      James Shilling, VP, Kish Bank, Belleville, PA



<PAGE>


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark One)

(X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003, OR
                               --------------

(   )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________.

Commission File No. 0-12870.
                    -------


                        FIRST CHESTER COUNTY CORPORATION
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)


                Pennsylvania                       23-2288763
                ------------                       ----------
       (State or other jurisdiction of            (IRS Employer
         incorporation or organization)            Identification No.)


9 North High Street, West Chester, Pennsylvania              19380
-----------------------------------------------              -----
(Address of principal executive office)                    (Zip code)


                                 (484) 881-4000
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No X

The number of shares  outstanding of Common Stock of the Registrant as of May 9,
2003 was 4,455,586.


<PAGE>


<TABLE>
<CAPTION>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----

                                                                                               PAGE
                                                                                               ----

Part I.  FINANCIAL INFORMATION
<S>              <C>        <C>                                                          <C>
                  Item 1 -   Financial Statements
                             Consolidated Statements of Condition
                             March 31, 2003 and December 31, 2002                                3


                             Consolidated Statements of Income
                             Three-Months Ended March 31, 2003 and 2002                          4


                             Consolidated Statements of Cash Flows
                             Three-Months Ended March 31, 2003 and 2002                          5


                             Notes to Consolidated Financial Statements                        6-8


                  Item 2 -   Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                    9-22

                  Item 3 -   Quantitative and Qualitative Disclosures About Market Risk         23

                  Item 4 -   Controls & Procedures                                           23-24

Part II. OTHER INFORMATION
                  Item 1 -    Legal Proceedings                                                 25
                  Item 2 -    Changes in Securities                                             25
                  Item 3 -    Defaults Upon Senior Securities                                   25
                  Item 4 -    Submission of Matters to a Vote of Security Holders            25-26
                  Item 5 -    Other Information                                                 26
                  Item 6 -    Exhibits and Reports on Form 8-K                                  27


                  Signatures                                                                    28
                  Certifications

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION

                                                                                       (Unaudited)
(Dollars in thousands)                                                                  March 31,           December 31,
                                                                                            2003                2002*
                                                                                      -------------------  --------------
ASSETS
<S>                                                                                  <C>                  <C>
    Cash and due from banks                                                              $   37,344           $   31,777
    Federal funds sold and other overnight investments                                       41,000               17,000
    Interest Bearing Deposits in banks                                                          203                   90
                                                                                          ---------            ---------

                Total cash and cash equivalents                                              78,547               48,867
                                                                                          ---------            ---------

    Investment securities held-to-maturity (market value of $33
        at March 31, 2003 and $34 at December 31, 2002, respectively)                            31                   31

    Investment securities available-for-sale, at fair value                                 129,315              128,344

    Loans                                                                                   436,348              447,682
    Less:  Allowance for loan losses                                                         (6,389)              (6,230)
                                                                                          ---------            ---------
                Net loans                                                                   429,959              441,452

    Premises and equipment                                                                   13,619               13,944
    Other assets                                                                              7,455                7,372
                                                                                          ---------            ---------
                Total assets                                                              $ 658,926            $ 640,010
                                                                                          =========            =========
LIABILITIES
    Deposits
        Noninterest-bearing                                                               $ 119,345            $ 109,012
        Interest-bearing (including certificates of deposit over $100
           of $21,919 and $22,845 - March 31, 2003 and
           December 31, 2002 respectively)                                                  457,815              449,726
                                                                                          ---------            ---------

        Total deposits                                                                      577,160              558,738

    Federal Home Loan Bank advances and other borrowings                                     22,275               22,678
    Guaranteed preferred beneficial interest in Corporation's
        subordinated debentures                                                               5,000                5,000
    Other liabilities                                                                         4,898                4,982
                                                                                          ---------            ---------

        Total liabilities                                                                 $ 609,333            $ 591,398
                                                                                          ---------            ---------

STOCKHOLDERS' EQUITY
    Common stock, par value $1.00; authorized, 10,000,000 shares;
        outstanding, 4,799,666 at March 31, 2003 and December 31, 2002.                       4,800                4,800
    Additional paid-in capital                                                                  971                  860
    Retained earnings                                                                        47,698               46,746
    Accumulated other comprehensive income                                                    1,166                1,378
    Treasury stock, at cost: 354,214 shares and 370,202 shares
        at March 31, 2003 and December 31, 2002, respectively.                               (5,042)              (5,172)
                                                                                          ---------            ---------

                Total stockholders' equity                                                   49,593               48,612
                                                                                          ---------            ---------

                Total liabilities and stockholders' equity                                $ 658,926            $ 640,010
                                                                                          =========            =========
<FN>
The accompanying notes are an integral part of these statements.
* Derived from our audited, consolidated financial statements included in our
Annual Report on Form 10-K for the fiscal year ended 12/31/02.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

(Dollars in thousands - except per share)                                                       Three Months Ended
                                                                                            ----------------------------

                                                                                                    March 31,
                                                                                               2003              2002
                                                                                            ---------         ---------
INTEREST INCOME
<S>                                                                                      <C>                <C>
    Loans, including fees                                                                  $    7,007         $    8,333
    Investment securities                                                                       1,222              1,032
    Federal funds sold                                                                             93                 94
    Deposits in banks                                                                               1                  2
                                                                                            ---------          ---------
                Total interest income                                                           8,323              9,461
                                                                                            ---------          ---------
INTEREST EXPENSE
    Deposits                                                                                    1,695              2,598
    Securities sold under repurchase agreements                                                     3                  7
    Interest on Trust preferred securities                                                         63                 -
    Federal Home Loan Bank advances and other borrowings                                          180                334
                                                                                            ---------          ---------

                Total interest expense                                                          1,941              2,939
                                                                                            ---------          ---------
                Net interest income                                                             6,382              6,522

    Provision for loan losses                                                                     394                470
                                                                                            ---------          ---------

                Net interest income after provision for possible loan losses                    5,988              6,052
                                                                                            ---------          ---------

NON-INTEREST INCOME
    Financial Management Services                                                                 783                805
    Service charges on deposit accounts                                                           533                433
    Investment securities gains (losses), net                                                      58                  -
    Operating lease rental income                                                                 251                180
    Gain on the sale of premises and other real-estate owned                                       -                 245
    Gains and fees on the sale of residential mortgages                                           411                118
    Gains and fees on the sale of credit card portfolio                                           306                  -
    Other                                                                                         527                419
                                                                                            ---------          ---------

                Total non-interest income                                                       2,869              2,200
                                                                                            ---------          ---------

NON-INTEREST EXPENSE
    Salaries and employee benefits                                                              3,678              3,349
    Net occupancy, equipment and data processing                                                1,343              1,205
    Depreciation expense on operating leases                                                      171                200
    FDIC deposit insurance                                                                         22                 21
    Bank shares tax                                                                               109                102
    Professional service                                                                          338                279
    Other                                                                                         979                915
                                                                                            ---------          ---------

                Total non-interest expense                                                      6,640              6,071
                                                                                            ---------          ---------

                Income before income taxes and cumulative effect
                of change in accounting for income taxes                                        2,217              2,181

INCOME TAXES                                                                                      664                641
                                                                                            ---------          ---------

NET INCOME                                                                                 $    1,553         $    1,540
                                                                                            =========          =========

PER SHARE DATA
    Basic earnings per common share                                                        $     0.35         $     0.35
                                                                                            =========          =========
    Diluted earnings per common share                                                      $     0.34         $     0.35
                                                                                            =========          =========
    Dividends declared                                                                     $    0.135         $    0.130
                                                                                            =========          =========

Basic weighted average shares outstanding                                                   4,437,965          4,423,584
                                                                                            =========          =========

Diluted weighted average shares outstanding                                                 4,514,025          4,453,480
                                                                                            =========          =========

The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                                   Three Months Ended

 (Dollars in thousands)                                                                                 March 31,
                                                                                           ---------------------------------
                                                                                                2003                 2002
                                                                                                ----                 ----
OPERATING ACTIVITIES
<S>                                                                                      <C>                 <C>
    Net Income                                                                              $   1,553           $    1,540
    Adjustments to reconcile net income to net cash
           provided by operating activities:
    Depreciation                                                                                  708                  716
    Provision for loan losses                                                                     394                  470
    Amortization of investment security premiums
           and accretion of discounts                                                             492                  133
    Amortization of deferred fees on loans                                                       (169)                 (52)
    Investment securities (gains) losses, net                                                     (58)                  -
    Decrease in other assets                                                                      130                  337
    Decrease in other liabilities                                                                 (84)                (207)
                                                                                            ---------            ---------

           Net cash provided by operating activities                                        $   2,966            $   2,937
                                                                                            ---------            ---------

INVESTING ACTIVITIES
    Increase in loans                                                                           9,950                3,908
    Proceeds from sales of investment securities available-for-sale                             1,140                   -
    Proceeds from maturities of investment securities available-for-sale                       22,175                6,667
    Proceeds from maturities of investment securities held                                        -                  1,005
    Purchases of investment securities available-for-sale                                     (23,827)             (13,077)
    Purchase of premises and equipment, net                                                      (383)              (1,036)
                                                                                            ---------            ---------
    Net cash (used in) provided by investing activities                                     $   9,055            $  (2,533)
                                                                                            ---------            ---------

FINANCING ACTIVITIES
    Decrease in Federal Home Loan Bank advances                                                  (403)             (10,387)
    Increase in deposits                                                                       18,422               19,365
    (Decrease) increase in securities sold under repurchase agreement                             -                 (3,616)
    Cash dividends                                                                               (600)                (575)
    Treasury stock transactions                                                                   240                   48
                                                                                            ---------            ---------

           Net cash provided by (used in) financing activities                                 17,659                4,835
                                                                                            ---------            ---------

           NET INCREASE IN CASH AND CASH
               EQUIVALENTS                                                                     29,680                5,239

Cash and cash equivalents at beginning of year                                                 48,867               38,233

Cash and cash equivalents at end of period                                                  $  78,547           $   43,472
                                                                                             ========            =========

The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>


                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   The unaudited  financial  statements  have been prepared in accordance with
     generally accepted accounting principles for interim financial information.
     In the opinion of Management,  all adjustments  (consisting  only of normal
     recurring  adjustments)  necessary for a fair presentation of the financial
     position and the results of  operations  for the interim  period  presented
     have been included.  These interim  financial  statements should be read in
     conjunction  with  the  consolidated  financial  statements  and  footnotes
     thereto  included  in our Annual  Report on Form 10-K for the  fiscal  year
     ended December 31, 2002.

2.   The results of operations for the  three-month  period ended March 31, 2003
     are not  necessarily  indicative of the results to be expected for the full
     year. Information regarding risks and uncertainties that could cause actual
     results  to vary  materially  from our  prior  performance  may be found in
     Management's  Discussion and Analysis of Financial Condition and Results of
     Operations in Part I, Item 2 of our  Quarterly  Report on Form 10-Q for the
     period ending March 31, 2003.

3.   Earnings  per share are based on the weighted  average  number of shares of
     common stock  outstanding  during the period.  Diluted net income per share
     includes the effect of options granted.

4.   The  Corporation  adopted  the  provisions  of FASB  issued  SFAS No.  130,
     Reporting  of  Comprehensive  Income  on  January  1,  2002.  SFAS No.  130
     establishes standards for reporting and display of comprehensive income and
     its  components  (revenues,  expenses,  gains and  losses) in a full set of
     financial statements.  This statement also requires that all items that are
     required to be  recognized  under  accounting  standards as  components  of
     year-end  comprehensive income be reported in a financial statement that is
     displayed with the same prominence as others  financial  statements.  Other
     comprehensive  income (loss) net of taxes for the three-month  period ended
     March 31, 2003 was ($213) thousand  compared to ($200) thousand in the same
     period  last  year.  Total  comprehensive  income  (which is the sum of net
     income and other comprehensive income mentioned above), for the three-month
     ended March 31, 2003 and 2002 was $1.340 million.

5.   The Corporation adopted SFAS No. 141, "Business  Combinations",  on January
     1, 2002. SFAS 141 requires all business  combinations be accounted for by a
     single  method--the  purchase  method.  The provisions of this SFAS No. 141
     apply to all  business  combinations  initiated  after June 30,  2001.  The
     adoption  of the  provisions  of SFAS No. 141 did not have an impact on the
     Corporation's financial condition, results of operations or cash flows. The
     Corporation  adopted SFAS No. 142, "Goodwill and Other Intangible  Assets",
     on January 1, 2002. SFAS 142 requires that, upon its adoption, amortization
     of goodwill will cease and instead,  the carrying value of goodwill will be
     evaluated  for  impairment  on an  annual  basis.  The  Corporation  has no
     goodwill  or  intangible  assets  that  are  affected  by  this  provision;
     therefore,  the  adoption  of SFAS No.  142 did not have an  impact  on the
     Corporation's financial condition, results of operations or cash flows.

6.   The  Corporation  adopted SFAS No. 144,  Accounting  for the  Impairment or
     Disposal of Long-Lived Assets, on January 1, 2002. SFAS No. 144 retains the
     existing requirements to recognize and measure the impairment of long-lived
     assets  to be held and used or to be  disposed  of by  sale.  SFAS No.  144
     changes the requirements relating to reporting the effects of a disposal or

<PAGE>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

     discontinuation of a segment of a business.  The adoption of this statement
     did not have a material  impact on the  financial  condition  or results of
     operations of the Corporation.

7.   On July 11, 2002,  the  Corporation  issued $5.0  million (net  proceeds of
     $4.82 million) of preferred  capital  securities for the purpose of raising
     additional  capital for general corporate  purposes.  These securities were
     issued  through  First Chester  County  Capital  Trust I (the  "Trust"),  a
     special-purpose statutory trust created expressly for the issuance of these
     securities and investing the proceeds in junior subordinated  debentures of
     the Corporation.  The securities  provide for quarterly cash  distributions
     calculated at a rate based on the three-month  London  Inter-bank  Offering
     Rate  ("LIBOR") plus 3.65%.  As of March 31, 2003,  the effective  interest
     rate was 5.04%. The capital securities will be redeemed on October 7, 2032;
     however the  Corporation  does have the option to shorten the maturity date
     to a date not earlier  than  October 7, 2007.  These  securities  have been
     structured so that they qualify as Tier 1 Capital of the Corporation.

8.   The  Corporation  adopted  FIN 45  Guarantor's  Accounting  and  Disclosure
     Requirements for Guarantees,  including Indirect Guarantees of Indebtedness
     of Others,  on January 1, 2003. FIN 45 requires a guarantor  entity, at the
     inception  of a  guarantee  covered by the  measurement  provisions  of the
     interpretation,  to record a liability for the fair value of the obligation
     undertaken  in issuing the  guarantee.  The Bank has issued  financial  and
     performance letters of credit. Financial letters of credit require the Bank
     to make payment if the  customer's  financial  condition  deteriorates,  as
     defined in the agreements.  Performance  letters of credit require the Bank
     to make  payments if the customer  fails to perform  certain  non-financial
     contractual  obligations.  FIN 45 defines the  initial  fair value of these
     letters  of  credit as the fee  received  from the  customer.  Prior to the
     adoption  by the  Corporation  of  FIN  45,  the  Corporation  had  already
     established  the practice of recording  an initial  liability  equal to the
     fees received for financial and  performance  letters of credit.  Thus, the
     adoption  of FIN 45 is not  expected  to  have  a  material  impact  on the
     Corporation's  financial  performance.  The maximum potential  undiscounted
     amounts of future payments of letters of credit outstanding as of March 31,
     2003 were $5.3 million,  and they expire  through May 8, 2007.  Amounts due
     under these  letters of credit  would be reduced by any  proceeds  that the
     Corporation  would be able to obtain in liquidating  the collateral for the
     loans, which varies depending on the customer.

9.   In  January  2003,  the  FASB  issued  FASB  Interpretation  46  (FIN  46),
     "Consolidation  of  Variable  Interest  Entities."  FIN  46  clarifies  the
     application of Accounting  Research  Bulletin 51,  "Consolidated  Financial
     Statements",  for certain  entities that do not have  sufficient  equity at
     risk  for  the  entity  to  finance  its  activities   without   additional
     subordinated  financial  support  from  other  parties  or in which  equity
     investors  do not  have  the  characteristics  of a  controlling  financial
     interest ("variable interest entities").  Variable interest entities within
     the scope of FIN 46 will be required to be  consolidated  by their  primary
     beneficiary.  The  primary  beneficiary  of a variable  interest  entity is
     determined to be the party that absorbs a majority of the entity's expected
     losses,  receives a  majority  of its  expected  returns,  or both.  FIN 46
     applies immediately to variable interest entities created after January 31,
     2003, and to variable interest  entities in which an enterprise  obtains an
     interest after that date. It applies in the first fiscal

<PAGE>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

     year or interim period beginning after June 15, 2003, to variable  interest
     entities in which an enterprise holds a variable  interest that it acquired
     before  February 1, 2003. The  Corporation is in the process of determining
     what impact,  if any; the  adoption of the  provisions  of FIN 46 will have
     upon its financial condition or results of operations.

10.  Stock-based Compensation

     At March 31, 2003, the Bank had one stock-based employee compensation plan.
     The Bank  accounts  for that plan  under the  recognition  and  measurement
     principles  of APB 25,  "Accounting  for  Stock  Issued to  Employees,  and
     related  interpretations.  No  stock-based  employee  compensation  cost is
     reflected  in net  income,  as all  options  granted  under the plan had an
     exercise price equal to the market value of the underlying  common stock on
     the date of grant.

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
     Accounting     Standards    No.    148    "Accounting    for    Stock-Based
     Compensation-Transition  and Disclosure" ("SFAS No. 148") in December 2002.
     SFAS No. 148 amends the  disclosure  and certain  transition  provisions of
     Statement of Financial  Accounting  Standards No. 123 "Accounting for Stock
     Based  Compensation".  The new  disclosure  provisions  are  effective  for
     financial  statements  for fiscal years ending after  December 15, 2002 and
     for financial reports containing condensed financial statements for interim
     periods beginning after December 15, 2002.

     The following table provides the  disclosures  required by SFAS No. 148 and
     illustrates  the  effect  on net  income  and  earnings  per  share  if the
     Corporation had applied the fair value  recognition  provisions of SFAS No.
     123 to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                                  3/31/03            3/31/02
                                                                                  -------            -------
<S>                                           <C>                               <C>                <C>
         Net income (in thousands)             As reported                       $  1,553           $  1,540
                Stock-based compensation costs determined
                under fair value method for all awards                           $     35           $     65
                                                                                  -------            -------
                                               Pro forma net income              $  1,518           $  1,475
         Earnings per share (Basic)            As reported                       $   0.35           $   0.35
                                               Pro forma                         $   0.34           $   0.34
         Earnings per share (Diluted)          As reported                       $   0.34           $   0.35
                                               Pro forma                         $   1.33           $   0.34


         There were no options granted in the first quarter of 2003 or 2002.
</TABLE>
<PAGE>



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

     This  discussion  is  intended  to  further  your   understanding   of  the
consolidated  financial  condition  and results of  operations  of First Chester
County Corporation and its direct and indirect  wholly-owned  subsidiaries,  The
First  National Bank of Chester  County (the "Bank"),  FNB Property  Management,
LLC, First National Insurance  Services,  LLC, Turks Head Properties,  Inc., and
First Chester  County Capital Trust I,  (collectively,  the  "Corporation").  It
should  be  read in  conjunction  with  the  consolidated  financial  statements
included in this report.

     In  addition  to  historical  information,  this  discussion  and  analysis
contains  statements  relating  to future  results of the  Corporation  that are
considered  "forward-looking  statements"  within  the  meaning  of the  Private
Securities  Litigation  Reform  Act of  1995.  These  statements  can  often  be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects,"  "intends,"  "may,"  "will,"  "should"  "or  anticipates"  or similar
terminology.  These statements  involve risks and uncertainties and are based on
various assumptions. Although the Corporation believes that its expectations are
based  on  reasonable  assumptions,  investors  and  prospective  investors  are
cautioned that such statements are only projections. The risks and uncertainties
noted below, among others,  could cause the Corporation's  actual future results
to differ  materially  from our  historic  results or the results  described  in
forward-looking  statements  made in  this  report  or  presented  elsewhere  by
Management from time to time.

     These  risks  and  uncertainties  include,  but are  not  limited  to,  the
following:  (a) loan growth and/or loan margins may be less than expected due to
competitive  pressures in the banking  industry  and/or  changes in the interest
rate environment;  (b) general economic  conditions in the Corporation's  market
area may be less  favorable  than expected  resulting in, among other things,  a
deterioration in credit quality causing increased loan losses;  (c) costs of the
Corporation's   planned  training  initiatives,   product  development,   branch
expansion,  new technology and operating  systems may exceed  expectations;  (d)
competition among financial and non-financial  institutions in the Corporation's
market  area that may  result in  customer  turnover  and  lower  interest  rate
margins; (e) changes in the regulatory environment,  securities markets, general
business  conditions  and  inflation may  adversely  affect loan demand,  credit
quality,  consumer  spending and saving habits,  and interest rate margins;  (f)
impact of changes in  interest  rates on  customer  behavior;  (g) the impact of
changes in demographics on branch  locations;  (h)  technological  changes;  (i)
changes in the value of securities and investments managed for others may affect
the growth level of the Corporation's  non-interest  income;  (j) changes in the
credit of our  borrowers,  the  collateral  securing  assets or other aspects of
credit  quality;  and (k) our  ability  to  manage  the  risks  involved  in the
foregoing.  These risks and  uncertainties are all difficult to predict and most
are beyond the control of the Corporation's Management.

     The Corporation  undertakes no obligation to publicly release any revisions
to the  forward-looking  statements to reflect events or circumstances after the
date of this report.

              CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

     The accounting and reporting  policies of the Corporation  conform with the
accounting  principals  generally  accepted in the United  States of America and
general practices within the financial services industry. The preparation of the
financial statements in conformity with accounting principles generally accepted
in the United  States of  America  requires  management  to make  estimates  and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.

<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

                           ALLOWANCE FOR CREDIT LOSSES
     The Corporation  considers that the determination of the allowance for loan
losses  involves  a higher  degree of  judgment  and  complexity  than its other
significant accounting policies. The balance in the allowance for loan losses is
determined based on Management's  review and evaluation of the loan portfolio in
relation to past loss  experience,  the size and  composition  of the portfolio,
current economic events and conditions,  and other pertinent factors,  including
Management's assumptions as to future delinquencies,  recoveries and losses. All
of these factors may be susceptible to significant  change. To the extent actual
outcomes  differ from  Management's  estimates,  additional  provisions for loan
losses may be required that would adversely impact earnings in future periods.

                                  INCOME TAXES
     Under the  liability  method,  deferred  tax  assets  and  liabilities  are
determined based on the difference between the financial statement and tax bases
of assets and  liabilities.  Deferred  tax assets  are  subject to  Management's
judgment  based upon available  evidence that future  realization is more likely
than not. If Management determines that the Corporation may be unable to realize
all or part of the net  deferred  tax assets in the future,  a direct  charge to
income tax  expense  may be  required  to reduce the  recorded  value of the net
deferred tax asset to the expected realizable amount.

                          EARNINGS AND DIVIDEND SUMMARY

     Net income for the three months ended March 31, 2003 was $1.553 million, an
increase of $13  thousand  or 0.84% from  $1.540  million for the same period in
2002.  The  increase  in net  income for the  three-month  period was the direct
result of an increase in non-interest  income  partially  offset by increases in
non-interest  expenses and  decreases in  net-interest  income.  The increase in
non-interest  income  can be  attributed  to gains  realized  on the sale of the
Bank's credit card portfolio and increased  gains and fees earned on the sale of
residential  mortgages.  Basic  earnings per share for the three  months  ending
March 31, 2003 and 2002 were $0.35 per share. Cash dividends declared during the
three-month  period  ended  March 31,  2003 were $0.135 an increase of 3.8% from
$0.130  per share  for the same  period in 2002.  Over the past ten  years,  the
Corporation's  practice  has been to pay a  dividend  of at  least  35.0% of net
income.
<TABLE>
<CAPTION>

                                                            March                        December
                                                 ---------------------------             ---------
                                                   2003              2002                   2002
                                                   ----              ----                   ----
        SELECTED RATIOS
<S>                                             <C>               <C>                  <C>
        Return on average assets                   0.98%              1.05%                0.94%
        Return on average equity                  12.53%             13.71%               12.25%
        Earnings retained                         61.37%             62.66%               59.26%
        Dividend payout ratio                     38.63%             37.34%               40.74%
        Book value per share                     $11.16             $10.09               $10.97
<FN>
The table of "Consolidated Average Balance Sheet and Taxable Equivalent
Income/Expense and Rates" on page 15 may assist the reader in the following
discussion.
</FN>
</TABLE>

                               NET INTEREST INCOME

     Net interest  income is the difference  between  interest  income earned on
interest-earning   assets  and  interest   expense   paid  on   interest-bearing
liabilities.  Net interest income on a tax equivalent  basis for the three-month
periods  ended  March 31,  2003 was $6.4  million,  a decrease of 2.0% from $6.5
million for the same period in 2002. The decrease in tax equivalent net interest
income  can be  attributed  to a decrease  in the net yield on  interest-earning
assets when compared to the same period last year, partially


<PAGE>



   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

offset by increases in average  interest-earning asset balances and lower yields
paid on interest-bearing liabilities.

     The average net yield on interest-earning assets, on a tax equivalent basis
was 4.31% for the three-month period ended March 31, 2003, compared to 4.80% for
the same period in 2002, a decrease of 10.2% or 49 basis points (one basis point
is equal to 1/100 of a percent).  The average yield on  interest-earning  assets
decreased  19.4% or 135 basis points to 5.61% in 2003 compared to 6.96% in 2002.
The average yield paid on  interest-bearing  liabilities  decreased 38.9% or 103
basis points to 1.62% in 2003 from 2.65% in 2002.  Continued low interest  rates
and pricing  competition may continue to put pressure on our net-interest margin
and may adversely impact net-interest income in future time periods.

     Average  interest-earning  assets increased  approximately $50.3 million or
9.2% to $595.4  million  during the  three-month  period  ending March 31, 2003,
compared to $545.2  million  during the same period last year.  The  increase in
average interest-earning assets was the result of a 56.1% increase in investment
securities  and a 50.1%  increase  in  federal  funds  sold and other  overnight
investments, partially offset by a 1.2% decrease in average total loans.

     Average interest-bearing  liabilities increased approximately $36.4 million
or 8.2% to $480.2 million during the  three-month  period ending March 31, 2003,
compared to $443.9  million  during the same period last year.  The  increase in
average  interest-bearing  liabilities  was the  result  of a 9.9%  increase  in
interest-bearing deposits.
<TABLE>
<CAPTION>

               AVERAGE INTEREST RATES (ON A TAX EQUIVALENT BASIS)

                                                                                    Three-Months
                                                                                   Ended March 31,
                                                                                ----------------------
YIELD ON                                                                        2003              2002
--------                                                                        ----              ----
<S>                                                                           <C>              <C>
Interest-Earning Assets                                                         5.61%            6.96%
Interest Bearing Liabilities                                                    1.62%            2.65%
                                                                                ----             ----
Net Interest Spread                                                             3.99%            4.31%
Contribution of Interest-Free Funds                                             0.32%            0.49%
                                                                                ----             ----
Net Yield on Interest-Earning Assets                                            4.31%            4.80%
                                                                                ====             ====
</TABLE>

                      INTEREST INCOME ON FEDERAL FUNDS SOLD

     Interest income on federal funds sold and other  overnight  investments for
the three-month  period ended March 31, 2003 decreased 1.1% to $93 thousand when
compared to the same period in 2002.  This decrease is primarily the result of a
34.0% or 66 basis point  decrease on rates earned,  offset by an increase in the
average  balance of federal funds sold and other  overnight  investments of $9.7
million  or 50.1%  from $19.4  million  in 2002 to $29.1  million  in 2003.  The
increase in the average balance of federal funds sold and overnight  investments
can be attributed to the  increased  liquidity  provided by increases in deposit
balances and a $5.1 million or 1.2% decrease in the average total loan balances.

                    INTEREST INCOME ON INVESTMENT SECURITIES

     On a  tax  equivalent  basis,  interest  income  on  investment  securities
increased 17.8% for the three-month period ended March 31, 2003 to approximately
$1.2  million  compared  to $1.0  million  during the same  period in 2002.  The
increase was primarily  the result of a 56.1% or $45.7  million  increase in the
average  balance of investment  securities to $127.2 million on a tax equivalent
basis,  partially  offset by a 24.6% or 126 basis point  decrease on the average
interest rate earned on investment securities.


<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

                            INTEREST INCOME ON LOANS

     Interest  income on loans,  on a tax  equivalent  basis,  generated  by the
Corporation's loan portfolio decreased 15.7% to $7.0 million for the three-month
period  ended March 31, 2003  compared to $8.3  million at March 31,  2002.  The
decrease in interest income for the  three-month  period ended March 31, 2003 is
the direct result of a 14.8% or 111 basis point  decrease on rates earned on the
portfolio  as well as a decrease in the average  balance of $5.1 million or 1.2%
compared  to the same  period  last  year.  The sale of the Bank's  credit  card
portfolio to "Elan" Financial  Services  accounted for a significant  portion of
the  decrease  in average  loan  balances.  See  "Non-Interest  Income" for more
details.

                      INTEREST EXPENSE ON DEPOSIT ACCOUNTS

     Interest  expense on deposit  accounts  decreased 34.8% for the three-month
period  ended  March 31, 2003 to  approximately  $1.7  million  compared to $2.6
million for the same period in 2002.  The decrease is primarily  the result of a
40.5% or 102 basis point  decrease on rates paid on  interest-bearing  deposits.
This  decrease  was  partially  offset by a 9.9% or $40.6  million  increase  in
average  interest-bearing  deposits to $452.2  million when compared to the same
period in 2002.

     Competition for deposits from non-banking institutions such as credit union
and mutual fund companies continues to be strong.  Despite the competition,  the
Corporation's  deposit base continues to grow and growth is expected to continue
as we continue to open new branches and attract new customers with new services.
Total  deposits  continue to grow at our new branches as well as at our existing
sites.  Our newest  branch  office in  Coatesville,  located at 258 East Lincoln
Highway,  is expected to open in the second quarter of 2003 and should  continue
to expand the Corporation's deposit base.

         INTEREST EXPENSE ON SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     Interest expense on securities sold under repurchase  agreements  decreased
57.1% to $3 thousand for the three-month  period ended March 31, 2003,  compared
to the same  period in 2002.  The  decrease is  attributable  to a 59.6% or $798
thousand decrease in average securities sold under repurchase agreements for the
comparable  periods  partially  offset by a 6.2% or 13 basis  point  increase on
average rates paid on securities sold under repurchase agreements.

    INTEREST EXPENSE ON FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

     Interest  expense on Federal Home Loan Bank  ("FHLB") and other  borrowings
decreased $154 thousand to $180 thousand for the three-month  period ended March
31, 2003 from $334 thousand  when compared to the same period in 2002.  The need
for borrowing has decreased over the last several quarters as a result of slower
loan  growth,  increased  deposits,  and cash  flow from the  Bank's  investment
securities  portfolio.  Average  FHLB and other  borrowings  decreased  to $22.5
million as of March 31, 2003 compared to $30.9 million during the same period in
2002. This lower level of borrowings is expected to continue throughout the year
as the funding  demand is  currently  being met by deposit  growth and cash flow
from other  sources.  Borrowings  at any time may  consist of one or more of the
following:  FHLB Overnight or Term Advances and advances under  agreements  with
our correspondent banks.


<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

                            PROVISION FOR LOAN LOSSES

     During the first quarter of 2003, the Corporation  recorded a $394 thousand
provision for loan losses compared to $470 thousand for the same period in 2002,
a decrease of 16.2%.  The  allowance  for loan losses as a  percentage  of total
loans  was  1.46% as of March  31,  2003 and  1.39%  as of  December  31,  2002.
Management  believes that the allowance for loan losses is adequate based on its
current  assessment of probable and  estimated  losses.  See the section  titled
"Allowance For Loan Losses" page 18 for additional discussion.

                               NON-INTEREST INCOME

     Total  non-interest  income  increased  30.4% to $2.9 million for the three
months  ended March 31,  2003,  compared  to $2.2  million in the same period of
2002.  The primary  component of  non-interest  income is  Financial  Management
Services ("FMS") revenue,  which decreased $22 thousand or 2.7% to $783 thousand
for the three-months ended March 31, 2003 compared with the same period in 2002.
FMS income is based  primarily on the market  value of assets under  management.
The decrease in FMS revenue is the result of a 2.5% decrease in the market value
of assets  under  management,  from  $507.0  million at March 31, 2002 to $494.3
million at March 31, 2003.  The decrease is primarily  attributed to declines in
equity values due to stock market fluctuations.

     Service charges on deposit accounts increased  approximately  23.1% to $533
thousand for the three-months ended March 31, 2003 compared to $433 thousand for
the same period in 2002. The increase in service charge revenue is primarily the
result of an 11.4%  deposit  growth and the  implementation  of new fee schedule
which became effective February 15, 2003.

     Gains on the sale of investment securities also contributed to the increase
in non-interest  income.  For the three-month period ended March 31, 2003, gains
on the  sale of  investment  securities  were $58  thousand.  These  gains  were
realized as a result of normal portfolio management.

     The  Corporation  has  operating  lease  agreements  with  several  of  our
customers;  their income is  classified  as "Rental  Income".  Rental  income on
operating  lease  agreements  for the  three-month  period  ended March 31, 2003
increased  $71 thousand from $180 thousand to $251 thousand when compared to the
same  period in 2002.  See  related  depreciation  expense  in the  non-interest
expense section.

     There were no gains on sale of premises  and Other Real Estate Owned "OREO"
for the three-month  period ended March 31, 2003.  Gains on the sale of premises
and OREO were $245 thousand for the three-months ended March 31, 2002.

     Gains and fee income generated in the sale of residential mortgages for the
three-month  period  ended  March 31, 2003  increased  $293  thousand  from $118
thousand to $411 thousand  compared to the same period in 2002.  The increase is
primarily due to higher volume of originations of residential mortgage resulting
from  record  low  mortgage  interest  rates.  As long as the  current  low rate
environment continues, we expect this component of non-interest income to grow.
<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

     Gains on the sale of credit card portfolio also contributed to the increase
in non-interest  income.  For the three-month period ended March 31, 2003, gains
on the  sale of  credit  card  portfolio  to Elan  Financial  Services  was $306
thousand.  The  simultaneous  establishment  of an  agency  agreement  with Elan
enables us to offer enhanced service to our credit card holders.  Elan processes
card  transactions  for  more  than  1,200  financial  institutions.  Management
considers  this gain to be  non-recurring  and is not  expected  in future  time
periods.

     Other  non-interest  income  increased  $108  thousand for the  three-month
period  ended  March 31,  2003 when  compared  to the same  period in 2002.  The
increase  in  other  non-interest  income  can be  attributed  to  increases  in
Electronic banking fees and miscellaneous loan fee income.

                              NON-INTEREST EXPENSE

     Total non-interest  expense for the first quarter of 2003 increased 9.4% to
$6.6  million  compared to the same period in 2002.  The various  components  of
non-interest expense are discussed below.

     First quarter 2003 salaries and employee  benefits  increased  9.8% to $3.7
million for the  three-month  period  ended March 31, 2003  compared to the same
period in 2002. Annual employee salary increases and a proportional  increase in
employee  benefits  are  primarily  responsible  for the increase as well as the
establishment  of our  Credit  Administration  area.  At  March  31,  2003,  the
Corporation  employed 238 full time and 44 part time  employees  compared to 228
full time and 59 part time employees at March 31, 2002.

     Net occupancy,  equipment and data  processing  expense  increased 11.5% to
$1.3 million for the  three-month  period  ended March 31, 2003  compared to the
same  period  last  year.  The  increase  is the  result of  increased  building
maintenance cost and asset depreciation  expenses.  Additionally,  computers and
related equipment costs associated with the expansion, upgrading and maintenance
of technology and networking infrastructure contributed to the increase.

     Depreciation on operating  leases  decreased 14.5% to $171 thousand for the
three-month  period ended March 31, 2003 from $200 thousand when compared at the
same  period last year.  This  depreciation  expense is the result of  operating
lease  agreements the  Corporation  has with two of our customers.  Depreciation
expense declined because there were no new operating leases written in 2003. The
income associated with these operating leases is classified as Rental Income.

     Professional  services increased $59 thousand or 21.2% to $338 thousand for
the three-month period ended March 31, 2003 compared to the same period in 2002.
The increase is the result of increased  consultant  fees,  trust servicing fees
and legal fees.

     Total other  non-interest  expense  increased 7.0% to $979 thousand for the
three  months  ended  March 31, 2003  compared to the same period in 2002.  This
increase can be attributed to increases in postage,  bank telephone,  travel and
mileage, and meals and entertainment expenses.

     In the  second  quarter  of 2003,  the  Corporation  will open a new branch
office in Coatesville.  Planning for other additional  branches  continues.  The
Corporation  believes  that the costs  associated  with the  opening of this new
branch will have a direct impact on all the components of non-interest  expense.
It is  anticipated  that the  increases  in costs  will be  offset  over time by
increases  in net  interest  and fee income  generated  by  business  in the new
marketing areas.

<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued
<TABLE>
<CAPTION>

                       CONSOLIDATED AVERAGE BALANCE SHEET
             AND TAXABLE EQUIVALENT INCOME/EXPENSE AND RATES FOR THE
                          THREE MONTHS ENDED MARCH 31,

(Dollars in thousands)                                                  2003                                2002
                                                           ------------------------------      ----------------------------
                                                            Daily                              Daily
                                                            Average                            Average
ASSETS                                                      Balance    Interest    Rate        Balance    Interest   Rate
                                                            -------    --------    ----        -------    --------   ----
<S>                                                      <C>                      <C>       <C>         <C>         <C>
     Federal funds sold                                   $    29,107  $    93     1.28%     $    19,397 $      94   1.94%
     Interest-bearing deposits in banks                           242        1     1.65%             226         2   3.54%
     Investment securities
        Taxable                                               125,979    1,208     3.84%          79,699     1,010   5.07%
        Tax-exempt(1)                                           1,194       21     6.94%           1,782        33   7.30%
                                                              -------  -------                   -------   -------
           Total investment securities                        127,173    1,229     3.86%          81,481     1,043   5.12%
                                                              -------  -------                   -------   -------
     Loans (2)
        Taxable                                               434,304    6,949     6.40%         441,569     8,300   7.52%
        Tax-exempt(1)                                           4,619       86     7.44%           2,500        48   7.72%
                                                              -------  -------                   -------   -------
           Total loans                                        438,923    7,035     6.41%         444,069     8,348   7.52%
                                                              -------  -------                   -------   -------
           Total interest-earning assets                      595,445    8,358     5.61%         545,173     9,487   6.96%
    Non-interest earning assets
        Allowance for possible loan losses                     (6,230)                            (6,582)
        Cash and due from banks                                24,325                             22,688
        Other assets                                           21,024                             23,217
                                                              -------                            -------
           Total assets                                    $  634,564                         $  584,496
                                                              =======                            =======

LIABILITIES AND STOCKHOLDERS' EQUITY
     Savings, NOWS & money market deposits                 $  327,980 $    727     0.89%        $270,466     $ 959   1.42%
    Certificates of deposits and other time                   124,252      968     3.12%         141,190     1,639   4.64%
                                                              -------  -------                   -------   -------
     Total interest bearing deposits                          452,232    1,695     1.50%         411,656     2,598   2.52%
     Securities sold under repurchase agreements                  540        3     2.22%           1,338         7   2.09%
     Guaranteed preferred beneficial interest in
       Corporation's subordinated debentures                    5,000       63     5.04%             -         -       -
     Federal Home Loan Bank advances and
       other borrowings                                        22,461      180     3.21%          30,879       334   4.33%
                                                              -------  -------                   -------   -------
           Total interest bearing liabilities                 480,233    1,941     1.62%         443,873     2,939   2.65%
                                                              -------  -------                   -------   -------
     Non-interest bearing liabilities
        Non-interest bearing demand deposits                   99,417                             90,512
        Other liabilities                                       5,346                              5,187
                                                              -------                            -------
           Total liabilities                                  584,996                            539,572
    Stockholders' equity                                       49,568                             44,924
                                                              -------                            -------
           Total liabilities and stockholders' equity        $634,564                           $584,496
                                                              =======                            =======
     Net interest income                                               $ 6,417                             $ 6,548
                                                                        ======                              ======
     Net yield on interest earning assets                                          4.31%                             4.80%
                                                                                   ====                              ====
<FN>
(1)  The indicated income and annual rate are presented on a taxable equivalent
     basis using the federal marginal rate of 34% adjusted for the TEFRA 20%
     interest expense disallowance for 2003 and 2002.
(2)  Non-accruing loans are included in the average balance.
</FN>
</TABLE>
<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

                                  INCOME TAXES

     Income tax expense for the three-month period ended March 31, 2003 was $664
thousand,  compared  to  $641  thousand  in the  same  period  last  year.  This
represents  an  effective  tax rate of 30.0% and 29.4% for the first  quarter of
2003 and 2002, respectively.

               LIQUIDITY MANAGEMENT AND INTEREST RATE SENSITIVITY

     The  objective of liquidity  management  is to ensure the  availability  of
sufficient  cash flows to meet all  financial  commitments  and to capitalize on
opportunities  for  business  expansion.   Liquidity  management  addresses  the
Corporation's  ability  to meet  deposit  withdrawals  either  on  demand  or at
contractual  maturity,  to repay borrowings as they mature and to make new loans
and investments as  opportunities  arise.  Liquidity is managed on a daily basis
enabling  Senior  Management  to  monitor  changes  in  liquidity  and to  react
accordingly  to  fluctuations  in  market  conditions.  The  primary  source  of
liquidity for the Corporation is funding  available from,  deposit growth,  FHLB
and cash flow from the investment and loan portfolios. In addition, new deposits
to NOW, money-market,  savings, and smaller denomination certificates of deposit
accounts provide additional liquidity. The Corporation considers funds from such
sources to comprise its "core" deposit base because of the historical  stability
of such  sources of funds.  Additional  liquidity  comes from the  Corporation's
non-interest  bearing  demand  deposit  accounts  and credit  facilities.  Other
deposit sources include a six-tiered savings product and certificates of deposit
in excess of $100,000.  Details of core  deposits,  non-interest  bearing demand
deposit  accounts and other  deposit  sources are  highlighted  in the following
table:
<TABLE>
<CAPTION>

                                                               DEPOSIT ANALYSIS

(Dollars in thousands)                       March 31, 2003              December 31, 2002          Average      Balance
                                        --------------------------    -------------------------     -------     -----------
                                        Average         Effective     Average       Effective       Dollar      Percentage
Deposit Type                            Balance           Yield       Balance         Yield         Variance     Variance
------------                            -------         ----------    --------      -----------     --------    -----------

<S>                                     <C>             <C>            <C>          <C>           <C>            <C>
NOW Accounts                             $ 84,270        0.27%          $ 79,587     0.38%         $ 4,683        5.88%
Money Market                               26,364        0.86%            25,430     1.37%             934        3.67%
Statement Savings                          60,152        0.96%            53,754     1.44%           6,398       11.90%
Other Savings                               1,482        1.08%             1,567     1.34%             (85)      (5.42%)
CD's Less than $100,000                   101,729        3.21%           109,362     4.18%          (7,633)      (6.98%)
                                          -------                        -------                   -------

Total Core Deposits                       273,997        1.58%           269,700     2.23%           4,297        1.59%

Non-Interest Bearing
     Demand Deposit Accounts               99,417          -              97,266       -             2,151        2.21%
                                          -------                        -------                   -------

Total Core and Non-Interest
     Bearing Deposits                     373,414        1.16%           366,966     1.64%           6,448        1.76%
                                          -------                        -------                   -------

Tiered Savings                            155,714        1.19%           132,108     1.84%          23,606       17.87%
CD's Greater than $100,000                 22,521        2.70%            25,644     3.52%          (3,123)     (12.18%)
                                          -------                        -------                   -------

Total Deposits                           $551,649        1.23%          $524,718     1.78%        $ 26,931        5.13%
                                          =======                        =======                   =======

</TABLE>
<PAGE>



   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

     The Bank, as a member of the FHLB, maintains several credit facilities.  As
of March 31, 2003, the amount  outstanding  under the Bank's line of credit with
the FHLB was $0.  Additionally,  the FHLB offers  several  other credit  related
products  which are  available  to the Bank.  During the first  quarter of 2003,
average FHLB  advances  were  approximately  $22.5 million and consisted of term
advances  with a variety  of  maturities.  The  average  interest  rate on these
advances was  approximately  3.2%.  The Bank  currently has a maximum  borrowing
capacity  with the FHLB of  approximately  $210.1  million.  FHLB  advances  are
collateralized  by a pledge on the Bank's  portfolio of unencumbered  investment
securities, certain mortgage loans and a lien on the Bank's FHLB stock.

     The goal of interest rate  sensitivity  management is to avoid  fluctuating
net interest  margins,  and to enhance  consistent growth of net interest income
through periods of changing  interest rates. Such sensitivity is measured as the
difference  in the volume of assets and  liabilities  in the existing  portfolio
that are subject to  repricing in a future time period.  The  Corporation's  net
interest rate  sensitivity  gap within one year is a negative  $134.2 million or
20.4% of total assets at March 31, 2003 compared with a negative  $143.5 million
or 22.4% of total assets at December 31, 2002. The Corporation's gap position is
one tool used to evaluate  interest  rate risk and the stability of net interest
margins.  Another tool that management uses to evaluate  interest rate risk is a
computer  simulation model that assesses the impact of changes in interest rates
on net interest  income,  net-income  under various  interest rate forecasts and
scenarios.  Management  has set  acceptable  limits  of risk  within  its  Asset
Liability  Committee ("ALCO") policy and monitors the results of the simulations
against these limits  quarterly.  As of the most recent  quarter end all results
are within policy limits and indicate an acceptable level of interest rate risk.
Management monitors interest rate risk as a regular part of corporate operations
with the intention of maintaining a stable net interest margin.

<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued
<TABLE>
<CAPTION>

                          INTEREST SENSITIVITY ANALYSIS
                              AS OF MARCH 31, 2003

                                                              One                Over
(Dollars in thousands)                        Within         through             five           Non-rate
                                              one year      five years           years         sensitive           Total
                                            ------------    ----------       ------------      ---------        ----------
ASSETS
<S>                                       <C>                <C>              <C>             <C>              <C>
   Federal funds sold                      $  41,000          $      --        $      --       $      --        $  41,000
   Investment securities                      59,949             31,435           37,962              --          129,346
   Interest bearing deposits in banks            203                 --               --              --              203
   Loans and leases                          192,734            209,820           33,794          (6,389)         429,959
   Cash and due from banks                        --                 --               --          37,344           37,344
   Premises and equipment                         --                 --               --          13,619           13,619
   Other assets                                   --                 --               --           7,455            7,455
                                            --------           --------         --------        --------         --------
   Total assets                            $ 293,886          $ 241,255        $  71,756       $  52,029        $ 658,926
                                            ========           ========         ========        ========         ========

LIABILITIES AND CAPITAL
   Non-interest bearing deposits           $      --          $      --        $      --       $ 119,345        $ 119,345
   Interest bearing deposits                 422,750             35,065               --              --          457,815
   FHLB term advance                             266             17,535            4,474              --           22,275
   Guaranteed Preferred Securities             5,000                 --               --              --            5,000
   Other liabilities                              92                 --            4,806              --            4,898
   Capital                                        --                 --               --          49,593           49,593
                                            --------           --------         --------        --------         --------
   Total liabilities & capital             $ 428,108          $  52,600        $   9,280       $ 168,938        $ 658,926
                                            ========           ========         ========        ========         ========

   Net interest rate
     sensitivity gap                       $(134,222)         $ 188,655        $  62,476       $(116,909)
                                            ========           ========         ========        ========
   Cumulative interest rate
     sensitivity gap                       $(134,222)         $  54,433        $ 116,909       $      --
                                            ========           ========         ========        ========
   Cumulative interest rate
     sensitivity gap divided
     by total assets                          (20.4%)              8.3%           17.7%
                                            ========           ========         =======
</TABLE>

                            ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses is an amount that Management believes will be
adequate  to absorb  possible  loan  losses on  existing  loans  that may become
uncollectible  and is  established  based  on  Management's  evaluations  of the
collectibility of loans. The evaluations take into consideration such factors as
changes  in the  nature  and  volume of the loan  portfolio,  overall  portfolio
quality,  adequacy of collateral,  review of specific problem loans, and current
economic conditions that may affect our borrower's ability to pay.

<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued
<TABLE>
<CAPTION>

          ANALYSIS OF CHANGES IN THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
                       AND COMPARISON OF LOANS OUTSTANDING

     (Dollars in thousands)                                            March 31,                      December 31,
                                                                -------------------------        ---------------------
                                                                   2003          2002                     2002
                                                                -----------   -----------        ---------------------

<S>                                                            <C>            <C>                     <C>
     Balance at beginning of period                             $    6,230     $    6,344              $    6,344
                                                                  --------       --------                --------

     Provision charged to operating expense                            394            470                   2,231
                                                                  --------       --------                --------

        Recoveries of loans previously charged-off                     120            266                     325
        Loans charged-off                                             (355)          (344)                 (2,670)
                                                                  --------       --------                --------

     Net loans charged-off                                            (235)           (68)                 (2,345)
                                                                  --------       --------                --------

     Balance at end of period                                   $    6,389     $    6,746              $    6,230
                                                                  ========       ========                ========

     Period-end loans outstanding                               $  436,348     $  444,589              $  447,682

     Average loans outstanding                                  $  438,923     $  444,069              $  442,613

     Allowance for loan losses as a
        percentage of period-end loans outstanding                 1.46%         1.52%                   1.39%

     Ratio of net charge-offs to average loans
        outstanding (annualized)                                   0.21%         0.06%                  0.53%
</TABLE>

          Non-performing  loans  include loans on  non-accrual  status and loans
     past due 90 days or more and still accruing. The Corporation's policy is to
     write  down all  non-performing  loans  to net  realizable  value  based on
     current  assessments  of the  value  of  collateral  securing  such  loans.
     Non-performing loans are primarily collateralized by real estate and are in
     the  process  of   collection.   As  of  March  31,  2003,   the  level  of
     non-performing  loans has  decreased  $1.3  million  from  March 31,  2002,
     however,  non-performing  loans  increased  $501 thousand from December 31,
     2002 to March  31,  2003.  In  addition,  in May of 2003,  the  Corporation
     classified  an  additional  $2.8  million  in  loans  to  one  customer  as
     non-accrual.  These  loans  are  secured  by real  estate,  equipment,  and
     receivables. Management is not aware of any loans other than those included
     in the following table that would be considered potential problem loans and
     cause Management to have doubts as to the borrower's ability to comply with
     loan  repayment  terms.   Non-performing  loans  reduce  the  Corporation's
     earnings because  interest income is not earned on such assets.  Management
     has taken  aggressive  steps to control  current and future credit  quality
     issues.  In June  2002,  the  Corporation  formed a  Credit  Administration
     department to assist  Management  to monitor and improve the  components of
     the  allowance of loans and lease losses  including  the provision for loan
     and lease losses,  recoveries,  and charge-off  loans.  The following chart
     represents detailed information regarding non-performing loans.


<PAGE>


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued
<TABLE>
<CAPTION>

                         NON-PERFORMING LOANS AND ASSETS

(Dollars in thousands)                                                 March 31,                       December 31,
                                                                -------------------------        ---------------------
                                                                   2003          2002                     2002
                                                                -----------   -----------        ---------------------

<S>                                                            <C>             <C>                     <C>
Past due over 90 days and still accruing                         $      72       $    173                $    321

Non-accrual loans*                                                   5,965          7,137                   5,216
                                                                    ------         ------                  ------

Total non-performing loans                                           6,037          7,310                   5,537

Other real estate owned                                                368            366                     368
                                                                    ------         ------                  ------

Total non-performing assets                                      $   6,405      $   7,676                $  5,905
                                                                    ======         ======                  ======

Non-performing loans as a percentage
        of total loans                                             1.38%          1.64%                   1.24%

Allowance for loan losses as a
        percentage of non-performing loans                       105.83%         92.28%                 112.52%

Non-performing assets as a percentage of
        total loans and other real estate owned                    1.47%          1.73%                   1.32%

Allowance for loan losses as a
        percentage of non-performing assets                       99.75%         87.88%                 105.50%
<FN>
*  In May of 2003, the Corporation classified an additional $2.8 million in
   loans to one customer as non-accrual. These loans are secured by real-estate,
   equipment, and receivables.
</FN>
</TABLE>

     Other real estate owned ("OREO") represents residential and commercial real
estate  that had secured  non-performing  loans that the Bank  acquired  through
foreclosure or other collection  efforts and that is held for sale. The value of
OREO has been written down to realizable value (net of estimated disposal costs)
based on professional appraisals.

                                 LOAN IMPAIRMENT

     The  Corporation  identifies  a loan as impaired  when it is probable  that
interest and principal will not be collected  according to the contractual terms
of the loan agreement. The accrual of interest is discontinued on impaired loans
and no income is recognized until all recorded amounts of interest and principal
are recovered in full.

     FASB 114  "Accounting  by Creditors for  Impairment of Loans"  requires the
Corporation  to  examine  commercial  and  non-residential   mortgage  loans  on
non-accrual  status  for  impairment.  The  balance of  impaired  loans was $5.8
million,  $4.9 million,  and $7.0 million at March 31, 2003,  December 31, 2002,
and March 31, 2002,  respectively.  The associated  allowance for impaired loans
was $938 thousand,  $834 thousand and $813 thousand at March 31, 2003,  December
31, 2002, and March 31, 2002, respectively.
<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                             OPERATIONS - Continued

     For the three months ended March 31, 2003,  activity in the  allowance  for
impaired loan losses  included a provision of $203 thousand,  charge offs of $30
thousand , principal  payments of $14 thousand,  and recoveries of $10 thousand.
There was no interest income recorded for the three-month period ended March 31,
2003 while contractual interest amounted to $104 thousand.  Total cash collected
on loans for the three-month period ended March 31, 2003 was $756 thousand, $655
thousand was applied to principal and $101 thousand was applied to recovery.

                  BUILDING IMPROVEMENTS AND TECHNOLOGY PROJECTS

     In the second  quarter of 2003,  the  Corporation  will open its  sixteenth
branch.  This  branch  office  will be  located at 258 East  Lincoln  Highway in
Coatesville.  The Bank  continually  explores new branch  opportunities  and has
several  additional  sites under review.  The Corporation  opened a new Customer
Contact Center in March 2003.  This Center promotes the Bank's array of products
and services and develops new business  through  proactive  call center  inbound
opportunities  and  outbound  campaigns.  In the  first  quarter  of  2003,  the
Corporation  completed a new system to expedite  the  consumer  loan process and
other  technology  projects that will improve service to our customer's base and
allow us to operate more efficiently.

                                CAPITAL ADEQUACY

     The Corporation is subject to Risk-Based  Capital Guidelines adopted by the
Federal  Reserve Board ("FRB") for bank holding  companies.  The  Corporation is
also  subject  to  similar  capital  requirements  adopted  by the Office of the
Comptroller of the Currency.  Under these requirements,  the regulatory agencies
have set minimum  thresholds  for Tier I Capital,  Total  Capital,  and Leverage
ratios.  At March  31,  2003,  both the  Corporation's  and the  Bank's  capital
exceeded  all  minimum  regulatory  requirements,   and  were  considered  "well
capitalized"  as  defined  in  the  regulations  issued  pursuant  to  the  FDIC
Improvement Act of 1992. The  Corporation's  Risk-Based  Capital  Ratios,  shown
below, have decreased from March 31, 2002 due to lower than expected earnings in
2002, have been computed in accordance with regulatory accounting policies.
<TABLE>
<CAPTION>
RISK-BASED                                         March 31,                  December 31,
                                          --------------------------      --------------------      "Well Capitalized"
CAPITAL RATIOS                              2003             2002                 2002                  Requirements
--------------                            ----------      ----------              ----              -------------------

     Corporation
     -----------
<S>                                      <C>              <C>                  <C>                        <C>
Leverage Ratio                              8.42%            7.66%                8.29%                      5.00%
Tier I Capital Ratio                       11.14%            9.58%               10.83%                      6.00%
Total Risk-Based Capital Ratio             12.39%           10.83%               12.08%                     10.00%
     Bank
     ----
Leverage Ratio                              8.16%            7.44%                8.05%                      5.00%
Tier I Capital Ratio                       10.80%            9.30%               10.53%                      6.00%
Total Risk-Based Capital Ratio             12.05%           10.55%               11.78%                     10.00%
</TABLE>

     The Bank is not under any agreement with the regulatory  authorities nor is
it aware of any current  recommendations by the regulatory  authorities that, if
they were to be implemented,  would have a material affect on liquidity, capital
resources or operations of the Corporation.

     The  Corporation and the Bank's  risk-based  capital ratios were positively
impacted by the July 11, 2002 issuance of preferred capital securities.


<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in the Corporation's  assessment of its
sensitivity  to market risk since its  presentation  in the 2001 Annual  Report,
filed with the SEC via EDGAR as an exhibit to its Form 10-K for the fiscal  year
ended  December  31,  2002.  Please refer to the  "Management's  Discussion  and
Analysis"  section on pages 24-38 of the  Corporation's  Annual  Report for more
information.

ITEM 4.  CONTROLS AND PROCEDURES

     Appearing  immediately following the "Signatures" section of this Quarterly
Report there are four certifications (the "Section 302 Certifications"),  one by
each  of  our  principal   executive  and  financial  officers  (the  "Principal
Officers"). This section of the Quarterly Report contains information concerning
the  evaluation of the  Corporation's  disclosure  controls and  procedures  and
matters  regarding our internal controls that are referred to in the Section 302
Certifications.  This information should be read in conjunction with the Section
302 Certifications for a more complete understanding of the topics presented.

     The Securities and Exchange  Commission (the "SEC") requires that within 90
days prior to the filing of this  Quarterly  Report on Form 10-Q,  the Principal
Officers  evaluate  the  effectiveness  of  the  design  and  operation  of  the
Corporation's  "disclosure controls and procedures" and report their conclusions
on the effectiveness of the design and operation of the Corporation's disclosure
controls and procedures in this report.

     "Disclosure controls and procedures" mean the controls and other procedures
that are designed with the objective of ensuring that information required to be
disclosed in our reports  filed under the  Securities  Exchange Act of 1934 (the
"Exchange  Act"),  such  as  this  Quarterly  Report,  is  recorded,  processed,
summarized and reported within the time periods specified in the rules and forms
promulgated  by  the  Securities  and  Exchange   Commission  (the  "SEC").  Our
disclosure  controls and  procedures  are also  designed  with the  objective of
ensuring that such  information is accumulated and communicated to our Principal
Officers as appropriate to allow timely decisions regarding required disclosure.

     The SEC also requires that the Principal  Officers  certify certain matters
regarding the Corporation's "internal controls."

     "Internal  controls"  mean  our  procedures  which  are  designed  with the
objective  of  providing  reasonable  assurance  that (1) our  transactions  are
properly  authorized;  (2) our assets are  safeguarded  against  unauthorized or
improper use; and (3) our transactions are properly  recorded and reported,  all
to permit  the  preparation  of our  financial  statements  in  conformity  with
generally accepted accounting principles. The Corporation evaluates its internal
controls annually as banking regulations dictate.

     Among the  matters  our  Principal  Officers  certify  in the  Section  302
Certifications   are  whether  all   "significant   deficiencies"  or  "material
weaknesses" in the  Corporation's  internal  controls have been disclosed to the
Corporation's  auditors and the audit  committee of the  Corporation's  Board of
Directors. In the professional auditing literature,  "significant  deficiencies"
are referred to as "reportable conditions";  these are control issues that could
have a significant adverse effect on the ability to record,  process,  summarize
and report financial data in the financial statements.  A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition  where the internal  control does not reduce to a relatively low level
the risk that  misstatements  caused by error or fraud may occur in amounts that
would be material in relation to the  financial  statements  and not be detected
within a timely  period by employees in the normal  course of  performing  their
assigned functions.

     The  Corporation's  Principal  Officers do not expect  that our  disclosure
controls and procedures or our internal  controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met.  Further,  the design of a control  system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud, if any,  within the Corporation  have
been detected.  These inherent  limitations include the realities that judgments
in  decision-making  can be faulty,  and that  breakdowns  can occur  because of
simple  error or mistake.  Additionally,  controls  can be  circumvented  by the
individual  acts of some  persons,  by collusion  of two or more  people,  or by
management override of the control. The design of any system of controls also is
based in part upon certain  assumptions  about the  likelihood of future events,
and there can be no  assurance  that any design will  succeed in  achieving  its
stated  goals under all  potential  future  conditions;  over time,  control may
become inadequate because of changes in conditions,  or the degree of compliance
with the  policies  or  procedures  may  deteriorate.  Because  of the  inherent
limitations in a cost-effective  control system,  misstatements  due to error or
fraud may occur and not be detected.

     Based upon their evaluation of the disclosure controls and procedures,  our
Principal  Officers have concluded that, subject to the limitations noted above,
our  disclosure  controls and  procedures  are  effective to provide  reasonable
assurance  that  material  information  relating  to  the  Corporation  and  its
consolidated  subsidiaries  is made known to the Principal  Officers on a timely
basis.

     There were no  significant  changes to our  internal  controls  or in other
factors that could significantly affect our internal controls, subsequent to the
date of our last evaluation of our internal  controls,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



<PAGE>


                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

               Various actions and  proceedings  are presently  pending to which
               the Corporation is a party.  These actions and proceedings  arise
               out of routine operations and, in Management's opinion, will not,
               either individually or in the aggregate,  have a material adverse
               effect on the consolidated  financial position of the Corporation
               and its subsidiaries.

Item 2.     Changes in Securities

               None

Item 3.     Defaults upon Senior Securities

               None

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

               The Annual Meeting of Shareholders of the Corporation was held on
               March 11, 2003 (the "Meeting").  Notice of the Meeting was mailed
               to shareholders of record on or about February 14, 2003, together
               with proxy  solicitation  materials  prepared in accordance  with
               Section 14(a) of the Securities Exchange Act of 1934, as amended,
               and the regulations promulgated there under.

     The matters  submitted  to a vote of  shareholders  at the meeting were the
following:

1.                  The election of three Class I directors,  with each director
                    to serve until the 2006 Annual Meeting of  Shareholders  and
                    until  the  election  and   qualification   of  his  or  her
                    respective success; and

2.                  The  ratification of the appointment of Grant Thornton,  LLP
                    as the Corporation's  independent public accountants for the
                    year ending December 31, 2003.

               There was no  solicitation  in  opposition to the nominees of the
               Board of Directors  for election to the Board of  Directors.  All
               three of the nominees were elected.  The number of votes cast for
               or  withheld  as well as the  number of  abstentions  and  broker
               non-votes  for each of the  nominees for election to the Board of
               Directors were as follows:



<PAGE>


                     PART II - OTHER INFORMATION - CONTINUED


               Nominee                          For                 Withheld

               John Ciccarone                   3,357,586           335,494

               Clifford E. DeBaptiste           3,357,559           335,521

               John B. Waldron                  3,367,640           325,440

               The  names  of the  other  directors  whose  terms of  office  as
               directors continued after the Meeting are as follows:  Charles E.
               Swope,  David L. Peirce,  M. Robert Clarke,  John A.  Featherman,
               III, John S. Halsted, and J. Carol Hanson.

               The proposal to ratify the appointment of Grant Thornton,  LLP as
               the  Corporation's  independent  public  accountants for the year
               ending December 31, 2003 was ratified.  The numbers of votes cast
               for or against as well as the  number of  abstentions  and broker
               non-votes for the ratification were as follows:
<TABLE>
<CAPTION>
<S>           <C>                             <C>                  <C>                 <C>
               For                              Against             Abstentions          Broker Non-votes

               3,680,126                        600                 12,354                        0
</TABLE>

               There was no other  business  that came  before  the  Meeting or
               matters incident to the conduct of the Meeting.

Item 5.     Other Information

               None




<PAGE>


                     PART II - OTHER INFORMATION - CONTINUED

Item 6.     Exhibits and Reports on Form 8-K

                  (a) Exhibits

     3(i). Certificate of Incorporation.  Copy of the Corporation's  Certificate
of  Incorporation,  as amended,  is incorporated  herein by reference to Exhibit
3(i) to the Corporation's Annual Report on Form 10-K for the year ended December
31, 2000.

     3(ii).  Bylaws of the Corporation,  as amended.  Copy of the  Corporation's
Bylaws, as amended,  is incorporated herein by reference to Exhibit 3(ii) to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000.

         27. Financial Data Schedule.

         99.1     Certification of President
         99.2     Certification of Assistant Treasurer
         99.3     Certification of Treasurer
         99.4     Certification of Assistant Treasurer

                  (b) Reports on Form 8-K

                      A Form 8-K was filed with the SEC on January 2, 2003
                      pertaining to a dividend increase and 2002 earning
                      highlights.

                      A Form 8-K was filed with the SEC on January 29, 2003
                      pertaining to a press release announcing the Fourth
                      Quarter 2002 earnings.

                      A Form 8-K was filed with the SEC on January 30, 2003
                      pertaining to a press release announcing the Fourth
                      Quarter 2002 earnings.


<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.



                                            FIRST CHESTER COUNTY CORPORATION





                                                     /s/ Charles E. Swope
                                                     --------------------------
May 14, 2003                                         Charles E. Swope
                                                     President and CEO




May 14, 2003                                         /s/ J. Duncan Smith
                                                     --------------------------
                                                     J. Duncan Smith
                                                     Treasurer
                                                     (Principal Accounting
                                                     and Financial Officer)



<PAGE>


I, Charles E. Swope, President and CEO of the Corporation, certify that:
   ----------------

1. I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in the Report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to date of their  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

May 14, 2003



/s/ Charles E. Swope
----------------------------------
Charles E. Swope
President and CEO

<PAGE>


I, Kevin C. Quinn, Assistant Treasurer of the Corporation, certify that:
   --------------

1. I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in the Report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to date of their  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

May 14, 2003



/s/ Kevin C. Quinn
----------------------------------
Kevin C. Quinn
Assistant Treasurer


<PAGE>


I, J. Duncan Smith, Treasurer of the Corporation, certify that:
   ---------------

1. I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in the Report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to date of their  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

May 14, 2003



/s/ J. Duncan Smith
----------------------------------
J. Duncan Smith
Treasurer

<PAGE>


I, T. Benjamin Marsho, Assistant Treasurer of the Corporation, certify that:
   ------------------

1. I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in the Report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to date of their  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

May 14, 2003



/s/ T. Benjamin Marsho
----------------------------------
T. Benjamin Marsho
Assistant Treasurer


<PAGE>



                                  EXHIBIT 99.1

                        FIRST CHESTER COUNTY CORPORATION


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First Chester County Corporation (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Charles
E. Swope, President and CEO of the Company,  certify,  pursuant to 18 U.S.C. ss.
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.



May 14, 2003                                         /s/ Charles E. Swope
                                                     --------------------
                                                     Charles E. Swope
                                                     President and CEO


<PAGE>



                                  EXHIBIT 99.2

                        FIRST CHESTER COUNTY CORPORATION


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First Chester County Corporation (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Kevin
C. Quinn, Assistant Treasurer of the Company, certify, pursuant to 18 U.S.C. ss.
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.



May 14, 2003                                         /s/ Kevin C. Quinn
                                                     -------------------
                                                     Kevin C. Quinn
                                                     Assistant Treasurer


<PAGE>



                                  EXHIBIT 99.3

                        FIRST CHESTER COUNTY CORPORATION


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First Chester County Corporation (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities  and Exchange  Commission  on the date hereof (the  "Report"),  I, J.
Duncan Smith, Treasurer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.



May 14, 2003                                         /s/ J. Duncan Smith
                                                     -------------------
                                                     J. Duncan Smith
                                                     Treasurer


<PAGE>



                                  EXHIBIT 99.4

                        FIRST CHESTER COUNTY CORPORATION


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First Chester County Corporation (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities  and Exchange  Commission  on the date hereof (the  "Report"),  I, T.
Benjamin Marsho,  Assistant  Treasurer of the Company,  certify,  pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.



May 14, 2003                                         /s/ T. Benjamin Marsho
                                                     ----------------------
                                                     T. Benjamin Marsho
                                                     Assistant Treasurer