May 6, 2005


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, 2005.





                                    Very truly yours,

                                    /s/ T. Benjamin Marsho
                                    ---------------------------------------
                                    T. Benjamin Marsho, Assistant Treasurer
                                    (Principal Accounting and Financial Officer)



TBJ/jd
Enclosures


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

         David Burns, CPA, Grant Thornton, Philadelphia, PA

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

         James Shilling, VP, Kish Bank, Belleville, PA




                                       1
<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, 2005, OR
                               --------------

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

For the transition period from ____________ to ____________.

Commission File No. 0-12870.


                        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 X No ___ -

The number of shares  outstanding of Common Stock of the Registrant as of May 2,
2005 was 5,044,367.



                                       2
<PAGE>




                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                       PAGE

Part I.  FINANCIAL INFORMATION
                  <S>                                                                                                 <C>

                  Item 1 -   Financial Statements
                             Consolidated Statements of Condition
                             March 31, 2005 (unaudited) and December 31, 2004                                             4

                             Consolidated Statements of Income
                             Three-Months Ended March 31, 2005 and 2004 (unaudited)                                       5

                             Consolidated Statements of Cash Flows
                             Three-Months Ended March 31, 2005 and 2004 (unaudited)                                       6

                             Notes to Consolidated Financial Statements                                                 7-9

                  Item 2 -   Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                                            11-26

                  Item 3 -   Quantitative and Qualitative Disclosures About Market Risk                                  27

                  Item 4 -   Controls & Procedures                                                                       27

Part II. OTHER INFORMATION

                  Item 1 -    Legal Proceedings                                                                          28

                  Item 2 -    Unregistered Sales of Equity Securities and Use of Proceeds                                28

                  Item 3 -    Defaults Upon Senior Securities                                                            28

                  Item 4 -    Submission of Matters to a Vote of Security Holders                                     28-29

                  Item 5 -    Other Information                                                                          30

                  Item 6 -    Exhibits                                                                                   30

                  Signatures                                                                                             31

                  Index to Exhibits                                                                                      32

                  Exhibits                                                                                               33
</TABLE>


                                       3
<PAGE>
               FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES


ITEM 1.  Financial Statements

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>

 (Dollars in thousands)                                                                  March 31,
                                                                                            2005             December 31,
                                                                                         (unaudited)             2004*
                                                                                         -----------         ------------
<S>                                                                                       <C>                  <C>

ASSETS
    Cash and due from banks                                                               $  21,522            $  24,656
    Federal funds sold and other overnight investments                                            -                6,500
    Interest bearing deposits in banks                                                          230                  454
                                                                                           --------             --------

                Total cash and cash equivalents                                              21,752               31,610
                                                                                           --------             --------

    Investment securities held-to-maturity (fair value of $10
        at March 31, 2005 and $11 at December 31, 2004, respectively)                            10                   10

    Investment securities available-for-sale, at fair value                                 109,990              140,019

    Loans and leases                                                                        640,841              618,005
    Less:  Allowance for loan and lease losses                                               (7,449)              (7,213)
                                                                                           --------             --------
                Net loans and leases                                                        633,392              610,792

    Premises and equipment                                                                   13,848               14,137
    Other assets                                                                              9,403                8,907
                                                                                           --------             --------
                Total assets                                                              $ 788,395            $ 805,475
                                                                                           ========             ========
LIABILITIES
    Deposits
        Noninterest-bearing                                                               $ 126,717            $ 125,452
        Interest-bearing (including certificates of deposit over $100
           of $29,503 and $33,048 - March 31, 2005 and
           December 31, 2004 respectively)                                                  515,853              537,566
                                                                                           --------             --------

        Total deposits                                                                      642,570              663,018

    Federal Home Loan Bank advances and other borrowings                                     70,799               66,464
    Junior subordinated debentures                                                           15,465               15,465
    Other liabilities                                                                         4,777                5,126
                                                                                           --------             --------

        Total liabilities                                                                 $ 733,611            $ 750,073
                                                                                           --------             --------

STOCKHOLDERS' EQUITY
    Common stock, par value $1.00; authorized, 25,000,000 shares;
        outstanding, 5,279,633 at March 31, 2005 and 4,799,666 December 31, 2004              5,280                4,800
    Additional paid-in capital                                                                1,633                2,052
    Retained earnings                                                                        54,113               53,749
    Accumulated other comprehensive loss                                                     (1,401)                 (78)
    Treasury stock, at cost:  240,767 shares and 261,185 shares
       at March 31, 2005 and December 31, 2004, respectively                                 (4,841)              (5,121)
                                                                                           --------             --------

                Total stockholders' equity                                                   54,784               55,402
                                                                                           --------             --------

                Total liabilities and stockholders' equity                                $ 788,395            $ 805,475
                                                                                           ========             ========

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 12/31/04
</TABLE>



                                       4
<PAGE>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

(Dollars in thousands - except per share)                                                        Three Months Ended
                                                                                             ---------------------------
                                                                                                        March 31,
                                                                                             ---------------------------

                                                                                                2005               2004
                                                                                              -------            -------
<S>                                                                                        <C>               <C>

INTEREST INCOME
    Loans and leases, including fees                                                       $    8,918         $    7,332
    Investment securities                                                                       1,237              1,287
    Federal funds sold and other overnight investments                                             27                 19
    Deposits in banks                                                                               2                  1
                                                                                            ---------          ---------
                Total interest income                                                          10,184              8,639
                                                                                            ---------          ---------
INTEREST EXPENSE
    Deposits                                                                                    1,752              1,180
    Junior subordinated debentures                                                                220                165
    Federal Home Loan Bank advances and other borrowings                                          594                324
                                                                                            ---------          ---------

                Total interest expense                                                          2,566              1,669
                                                                                            ---------          ---------

                Net interest income                                                             7,618              6,970

    Provision for loan and lease losses                                                           507                300
                                                                                            ---------          ---------

                Net interest income after provision for possible loan losses                    7,111              6,670
                                                                                            ---------          ---------

NON-INTEREST INCOME
    Trust and Investment Services                                                                 869                947
    Service charges on deposit accounts                                                           473                524
    Investment securities gains, net                                                               67                 53
    Operating lease rental income                                                                 228                193
    Gains on the sale of fixed assets and OREO                                                      1                 25
    Gains and fees on the sale of residential mortgages                                            81                141
    Other                                                                                         565                503
                                                                                            ---------          ---------

                Total non-interest income                                                       2,284              2,386
                                                                                            ---------          ---------

NON-INTEREST EXPENSE
    Salaries and employee benefits                                                              4,092              3,875
    Occupancy, equipment and data processing                                                    1,383              1,330
    Depreciation expense on operating leases                                                      200                172
    Bank shares tax                                                                               173                125
    Professional services                                                                         796                334
    Other                                                                                       1,323              1,077
                                                                                            ---------          ---------
                Total non-interest expense                                                      7,967              6,913
                                                                                            ---------          ---------

                Income before income taxes                                                      1,428              2,143

INCOME TAXES                                                                                      410                642
                                                                                            ---------          ---------

NET INCOME                                                                                 $    1,018         $    1,501
                                                                                            =========          =========

PER SHARE DATA
    Basic earnings per common share                                                        $     0.20         $     0.30
                                                                                            =========          =========
    Diluted earnings per common share                                                      $     0.19         $     0.29
                                                                                            =========          =========
    Dividends declared                                                                     $   0.1283         $   0.1238
                                                                                            =========          =========

Basic weighted average shares outstanding                                                   5,215,017          4,976,453
                                                                                            =========          =========

Diluted weighted average shares outstanding                                                 5,034,483          5,192,946
                                                                                            =========          =========
The accompanying notes are an integral part of these statements.
</TABLE>


                                       5
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
 (Dollars in thousands)                                                                                March 31,
                                                                                            ------------------------------
                                                                                                2005                2004
                                                                                                ----                -----
<S>                                                                                         <C>                  <C>

OPERATING ACTIVITIES
    Net Income                                                                               $  1,018             $  1,501
    Adjustments to reconcile net income to net cash
           provided by operating activities:
    Depreciation                                                                                  713                  622
    Provision for loan and lease losses                                                           507                  300
    Amortization of investment security premiums
           and accretion of discounts                                                             560                  179
    Amortization of deferred fees on loans                                                          2                  (38)
    Investment securities (gains), net                                                            (67)                 (53)
    (Increase) in other assets                                                                 (1,818)                 662
    (Decrease) in other liabilities                                                              (349)                 (18)
                                                                                              -------              -------

           Net cash provided by operating activities                                         $    566             $  3,155
                                                                                              -------              -------

INVESTING ACTIVITIES
    (Increase) in loans                                                                       (23,109)             (13,979)
    Proceeds from sales of investment securities available-for-sale                            26,099               12,195
    Proceeds from maturities of investment securities available-for-sale                       51,764                8,187
    Proceeds from maturities of investment securities held to maturity                             --                    1
    Purchases of investment securities available-for-sale                                     (48,327)             (13,944)
    Purchase of premises and equipment, net                                                      (425)                (290)
                                                                                              -------              -------

    Net cash provided by investing activities                                                $  6,002             $ (7,830)
                                                                                              -------              -------

FINANCING ACTIVITIES
    Increase in Federal Home Loan advances                                                      4,335                1,694
    (Decrease) increase in deposits                                                           (20,448)              13,983
    (Decrease) increase in securities sold under repurchase agreements
    Cash dividends paid                                                                          (653)                (631)
    Purchase of Treasury stock                                                                    340                   96
                                                                                              -------              -------

           Net cash provided by (used in) financing activities                                (16,426)              15,142
                                                                                              -------              -------

           NET DECREASE IN CASH AND CASH
               EQUIVALENTS                                                                     (9,858)              10,467

Cash and cash equivalents at beginning of year                                                 31,610               31,383
                                                                                              -------              -------

Cash and cash equivalents at end of period                                                   $ 21,752             $ 41,850
                                                                                              =======              =======

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


                                       6
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

             The foregoing 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, 2004.

             The results of operations  for the  three-month  period ended March
         31, 2005 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, 2005.

2.       EARNINGS PER SHARE
<TABLE>
<CAPTION>

Three Months ended March 31, 2005
---------------------------------

                                                                        Income               Shares                Per Share
                                                                      (numerator)         (denominator)              Amount
                                                                      -----------         -------------            ---------
<S>                                                                    <C>                  <C>                      <C>

Basic earnings per share
        Net income available to common stockholders                     $1,018              5,034,483                $ 0.20
Effect of Dilutive Securities
        Options to purchase common stock                                    --                180,534                 (0.01)
                                                                         -----              ---------                 -----
Diluted earnings per share
        Net income available to common stockholders                     $1,018              5,215,017                $ 0.19
                                                                         =====              =========                 =====

Three Months ended March 31, 2004
---------------------------------

                                                                        Income               Shares                Per Share
                                                                      (numerator)         (denominator)              Amount
                                                                      -----------         -------------            ---------
Basic earnings per share
        Net income available to common stockholders                     $1,501              4,976,453                $ 0.30
Effect of Dilutive Securities
        Options to purchase common stock                                    --                216,494                  (.01)
                                                                         -----              ---------                 -----
Diluted earnings per share
        Net income available to common stockholders                     $1,501              5,192,946                $ 0.29
                                                                         =====              =========                 =====
</TABLE>

                                       7
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

3.       COMPREHENSIVE INCOME

         Components of  comprehensive  income are presented in the following
         chart:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                          March 31,
                                                                 ------------------------
                                                                   2005             2004
                                                                 -------          -------
     <S>                                                         <C>               <C>
     Unrealized gains on securities:
       Unrealized gains (losses) arising in period               $ 1,707           $  806
       Reclassification adjustment                                    --               --
       Net unrealized gains (losses)                                  67               53
                                                                  ------            -----
     Other comprehensive income before taxes                       1,774              859
     Income tax expense                                             (450)            (218)
                                                                  ------            -----
     Other comprehensive income                                    1,324              641
                                                                  ------            -----
     Comprehensive income (losses)                               $ 2,342           $2,142
                                                                  ======            =====
</TABLE>

4.       JUNIOR SUBORDINATED DEBENTURES

             Management has determined that First Chester County Capital Trust I
         & II qualify as variable  interest  entities under FASB  Interpretation
         Number  ("FIN") 46, as revised.  First Chester County Capital Trust I &
         II issued mandatorily  redeemable preferred securities to investors and
         loaned the proceeds to the  Corporation.  First Chester  County Capital
         Trust I & II are  included in the  Corporation's  consolidated  balance
         sheet and  statements  of income as of and for the year ended  December
         31, 2003.  Subsequent  to the issuance of FIN 46 in January  2003,  the
         FASB  issued a  revised  interpretation,  FIN 46(R)  "Consolidation  of
         Variable  Interest  Entities," the provisions of which were required to
         be applied to certain variable interest entities by March 31, 2004. The
         Corporation adopted the provisions under the revised  interpretation in
         the  first  quarter  of  2004.  The  deconsolidation  resulted  in  the
         Corporation's  investment  in the common  securities  of First  Chester
         County  Capital  Trust I & II  being  included  in other  assets  and a
         corresponding  increase  in  outstanding  debt  of  $465  thousand.  In
         addition,  the income received on the  Corporation's  common securities
         investment is included in other  income.  The adoption of FIN 46(R) did
         not have a material impact on the Corporation's  financial  position or
         results of operations. The Federal Reserve has issued proposed guidance
         on the regulatory capital treatment for the trust-preferred  securities
         issued by the  Corporation as a result of the adoption of FIN 46(R). On
         March 1, 2005, the Federal  Reserve Bank released its final rule on the
         treatment  of trust  preferred  securities.  The final rule retains the
         current  bifurcated  system that limits the percentage of total capital
         that may be composed of trust preferred securities: 15% of core capital
         elements limit for "internationally  active banks"; 25% of core capital
         elements for  non-internationally  active banks.  The final ruling will
         not affect the calculations of the Corporation's capital ratios.

                                       8
<PAGE>

               FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

5.       STOCK-BASED COMPENSATION

             At March 31, 2005, the  Corporation  had one  stock-based  employee
         compensation  plan.  The  Corporation  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 following table provides the  disclosures  required by SFAS No.
         148,   "Accounting   for   Stock-Based    Compensation-Transition   and
         Disclosure"  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,  "Accounting for Stock-Based  Compensation"
         to stock-based employee compensation.
<TABLE>
<CAPTION>

                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                     ---------------------------
                                                                                       2005               2004
                                                                                       ----               ----
        <S>                                                                           <C>                <C>

         Net income (in thousands)      As reported                                   $ 1,018            $ 1,501
         Stock-based compensation costs determined
           under fair value method for all awards                                          --*           $    17
                                                                                       ------             ------
                                            Pro forma net income                      $ 1,018            $ 1,484

         Earnings per share (Basic)      As reported                                  $  0.20            $  0.30
                                            Pro forma                                 $  0.20            $  0.30
         Earnings per share (Diluted)   As reported                                   $  0.19            $  0.29
                                            Pro forma                                 $  0.19            $  0.29

         * As of March 31, 2005, there was no remaining unamortized compensation expense
</TABLE>

             On March 31, 2004, the Financial  Accounting Standards Board (FASB)
         issued a proposed Statement,  SFAS No 123(R)  "Share-Based  Payment, an
         Amendment of FASB  Statements  No. 123 and APB No. 25," that  addresses
         the  accounting  for  share-based  payment  transactions  in  which  an
         enterprise  receives  employee  services  in  exchange  for (a)  equity
         instruments of the enterprise or (b) liabilities  that are based on the
         fair  value  of the  enterprise's  equity  instruments  or that  may be
         settled by the  issuance of such equity  instruments.  Under the FASB's
         proposal,  all forms of  share-based  payments to employees,  including
         employee  stock  options,  would be treated  the same as other forms of
         compensation by recognizing  the related cost in the income  statement.
         The expense of the award would  generally  be measured at fair value at
         the grant date. Current  accounting  guidance requires that the expense
         relating  to  so-called  fixed  plan  employee  stock  options  only be
         disclosed in the  footnotes to the financial  statements.  The proposed
         Statement,  which would be effective for fiscal years  beginning  after
         December  15,  2004,   would  eliminate  the  ability  to  account  for
         share-based  compensation  transactions  using APB  Opinion  No. 25. On
         October 13,  2004,  FASB voted to delay the  adoption of this  proposed
         standard by public companies until their first fiscal quarter beginning
         after June 15,  2004.  On March 29, 2005 the  Securities  and  Exchange
         Commission (SEC) issued Staff Accounting  Bulletin No. 107 "Share-Based
         Payment"  to  provide  guidance   regarding  the  application  of  FASB
         Statement  No.123(R) and was issued to assist  preparers by simplifying
         some of the implementation challenges of SFAS 123(R) and to enhance the
         information that investors  receive.  Additionally,  on April 14, 2005,
         the SEC approved the delay of the effective date of SFAS 123(R).  Under
         the new rule SFAS 123(R) will now be effective for public companies for
         annual, rather than interim periods that begin after June 15, 2005. The
         Corporation is currently  evaluating  this statement and its effects on
         its results of operations.

                                       9
<PAGE>
               FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                   (UNAUDITED)

6.       EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

             Earnings per share are calculated using the weighted average shares
         outstanding  during the year. On April 19, 2005, the Board of Directors
         declared a 10% stock dividend to stockholders of record on May 2, 2005,
         payable May 19, 2005. Par value remained at $1.00 per share.  The stock
         split resulted in the issuance of 458,579  additional  shares of common
         stock from authorized but unissued  shares.  The issuance of authorized
         but unissued shares resulted in the transfer of 458,579 from additional
         paid-in  capital  to common  stock,  representing  the par value of the
         shares  issued.  Accordingly,  earnings per share,  cash  dividends per
         share,  and weighted  average shares of common stock  outstanding  have
         been restated to reflect the stock split.


                                       10
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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,  First
National Bank of Chester  County (the  "Bank"),  FNB Property  Management,  LLC,
First National Insurance Services, LLC, Turks Head Properties,  Inc., Turks Head
II, LLC,  First Chester County Capital Trust I, and First Chester County Capital
Trust II,  (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:

         o    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;

         o    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;

         o    costs of the Corporation's training initiatives, product
              development, investment in building its Management team,
              initiatives to improve efficiency and accessibility to customers,
              branch expansion, new technology, new marketing initiatives, and
              operating systems may exceed expectations;

         o    competition among financial and non-financial institutions in the
              Corporation's market area that may result in customer turnover and
              lower interest rate margins;

         o    changes in the regulatory environment, securities markets, general
              business conditions and inflation may adversely affect loan
              demand, credit quality, consumer spending and saving habits,
              interest rate margins, and operating expenses;

         o    impact of changes in interest rates on customer behavior;

         o    the impact of changes in demographics on branch locations;

         o    technological changes;

         o    changes in the value of  securities  and  investments  managed
              for others  may affect the growth  level of the  Corporation's
              non-interest income;

         o    changes in the credit of our borrowers, the collateral securing
              assets or other aspects of credit quality; and

         o    our ability to manage the risks involved in the foregoing.

                                       11
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

     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 any  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.



                                       12
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

         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, 2005 was $1.02  million,  a
decrease  of $483  thousand  or 32.2% from $1.50  million for the same period in
2004. The decrease in net income for the three-month period ended March 31, 2005
was a result of increases in several  non-interest expense categories as well as
an increase in the provision for loan and lease losses when compared to the same
quarter  last  year.  The  increased  non-interest  expenses  can be  attributed
primarily  to  increased  costs  of  staffing  and  benefits,  professional  and
consulting fees, and costs related to the Corporation's new imaging and branding
rollout.  The  increased  expenses were  partially  offset by an increase in net
interest income. Net interest income has benefited from both increases in volume
and increases in rates on the adjustable rate portion of the Corporation's  loan
portfolio,  partially offset by increased rates on interest-bearing liabilities.
The  specific  components  of  net  interest  income,  non-interest  income  and
non-interest expenses are discussed on pages 14 and 18. Basic earnings per share
for the three  months  ending  March 31,  2005 and 2004 were $0.20 and $0.30 per
share, respectively. Cash dividends declared during the three-month period ended
March 31, 2005 were  $0.1283 an increase of 3.6% from  $0.1238 per share for the
same period in 2004.  Over the past ten years,  the  Corporation's  practice has
been to pay a dividend of at least 35.0% of net income.


                                       13
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

                                                           March                              December
                                                 --------------------------                   --------
                                                   2005              2004                        2004
                                                   ----              ----                     --------
        <S>                                      <C>                <C>                       <C>
        SELECTED RATIOS
        Return on average assets                   0.51%              0.87%                     0.88%
        Return on average equity                   7.28%             11.37%                    11.59%
        Earnings retained                         35.95%             57.96%                    58.95%
        Dividend payout ratio                     64.05%             42.04%                    41.05%
        Book value per share                     $10.87             $10.70                    $12.14
</TABLE>

The table of "Consolidated Average Balance Sheet and Taxable Equivalent
Income/Expense and Rates" on page 17 may assist the reader in the following
discussion.

                               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, 2005 was $7.8  million,  an increase of 9.2% from $7.1
million for the same period in 2004. The increase in tax equivalent net interest
income  can  be   attributed   to  an  increase   in  the  average   balance  of
interest-earning  assets and an increase in the average interest rates earned on
interest  earning  assets when compared to the same period last year,  partially
offset by an increase in the yields paid on interest-bearing liabilities.

     The average net yield on interest-earning assets, on a tax equivalent basis
was 4.08% for the three-month period ended March 31, 2005, compared to 4.34% for
the same period in 2004,  a decrease of 6.0% or 26 basis points (one basis point
is equal to 1/100 of a percent).  The average yield on  interest-earning  assets
increased 1.3% or 7 basis points to 5.43% in 2005 compared to 5.36% in 2004. The
average yield paid on interest-bearing  liabilities  increased 29.7% or 38 basis
points  to  1.66%  in 2005  from  1.28%  in  2004.  The  increase  is due to the
increasing  of  interest  rates paid on  deposit  accounts.  Interest  rates and
pricing competition may also continue to put pressure on our net-interest margin
and  may  adversely   impact   net-interest   income  in  future  time  periods.
Additionally,  pressure  to raise  deposits  to fund loan  growth has caused the
Corporation to acquire funds through  brokered  deposits and offering  overnight
deposit products to customers as an alternative to overnight sweep  investments.
The higher cost of these funding  sources will contribute to the increased yield
on interest-bearing liabilities and impact net-interest income.

     Average  interest-earning  assets increased approximately $105.1 million or
16.1% to $759.5  million  during the  three-month  period ending March 31, 2005,
compared to $654.4  million  during the same period last year.  The  increase in
average  interest-earning  assets can be attributed to a $107.7 million or 20.8%
increase in average  total  loans,  partially  offset by a $2.6 million or 34.6%
decrease in average federal funds sold and other overnight investments.

     Average interest-bearing  liabilities increased approximately $97.1 million
or 18.6% to $618.6 million during the three-month  period ending March 31, 2005,
compared to $521.5  million  during the same period last year.  The  increase in
average interest-bearing  liabilities was the result of a $67.8 million or 14.6%
increase in  interest-bearing  deposits and a $29.2 million or 71.3% increase in
Federal Home Loan Bank advances and other borrowings.


                                       14
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

                      NET YIELD ON INTEREST EARNING ASSETS
<TABLE>
<CAPTION>

                                                                                      Three-Months
                                                                                ----------------------
                                                                                     Ended March 31,
                                                                                ----------------------
                                                                                2005              2004
                                                                                ----              ----
<S>                                                                            <C>              <C>

Yield on Interest-Earning Assets                                                5.43%            5.36%
Yield on Interest Bearing Liabilities                                           1.66%            1.28%
                                                                                ----             ----
Net Interest Spread                                                             3.77%            4.08%
Contribution of Interest-Free Funds                                             0.31%            0.26%
                                                                                ----             ----
Net Yield on Interest-Earning Assets                                            4.08%            4.34%
                                                                                ====             ====
</TABLE>

      INTEREST INCOME ON FEDERAL FUNDS SOLD AND OTHER OVERNIGHT INVESTMENTS

     Interest income on federal funds sold and other  overnight  investments for
the  three-month  period ended March 31, 2005  increased $8 thousand or 42.1% to
$27  thousand  when  compared  to the same  period  in 2004.  This  increase  is
primarily  the result of a 118% or 118 basis point  increase on rates  earned on
Federal  funds,  partially  offset by a $2.6  million or 34.6%  decrease  in the
average balance of federal funds sold and other overnight  investments from $7.6
million in 2004 to $5.0 million in 2005.

                    INTEREST INCOME ON INVESTMENT SECURITIES

     On a  tax  equivalent  basis,  interest  income  on  investment  securities
decreased 4.1% for the three-month  period ended March 31, 2005 to approximately
$1.3  million  compared  to $1.4  million  during the same  period in 2004.  The
decrease was  primarily  the result of a 4.0% or 17 basis point  decrease on the
rates earned on such investments as well as a 0.2% or $215 thousand  decrease in
the  average  balance  of  investment  securities  to  $128.8  million  on a tax
equivalent basis.

                       INTEREST INCOME ON LOANS AND LEASES

     Interest  income on loans,  on a tax  equivalent  basis,  generated  by the
Corporation's loan portfolio increased 21.7% to $9.0 million for the three-month
period  ended March 31, 2005  compared to $7.4  million at March 31,  2004.  The
increase in interest income for the  three-month  period ended March 31, 2005 is
the direct result of a $107.7 million or 20.8%  increase in the average  balance
of loans and leases  outstanding  compared to the same period in 2004.  Although
loan  yields  in the first  quarter  of 2005 have  increased,  yields  have been
declining over the last several  quarters.  Over the last several quarters loans
were  repriced  to  current  market  rates  due to both  contractual  terms  and
negotiation  or  refinancing.  Even though the  interest  rate  environment  has
started to increase the  relatively low rates will continue to have an impact on
yields. Increasing rates should positively impact loan and lease interest income
as the adjustable rate loans in the portfolio increase.

                      INTEREST EXPENSE ON DEPOSIT ACCOUNTS

     Interest  expense on deposit  accounts  increased 48.5% for the three-month
period  ended  March 31, 2005 to  approximately  $1.8  million  compared to $1.2
million  for the same  period in 2004.  This  increase  was due to a 30.7% or 31
basis point increase on rates paid on  interest-bearing  deposits and a 14.6% or
$67.8 million  increase in average  interest-bearing  deposits to $532.9 million
when compared to the same period in 2004.

                                       15
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

     In 2004 there were five interest rate  increases  during the second half of
the year,  bringing  the Federal  Funds rate up from 1.00% to 2.25%.  During the
first  quarter  of 2005 there have been two more  increases  of 25 basis  points
bringing  the Federal  Funds rate up to 2.75% as of March 31,  2005.  These rate
increases have put pressure on the pricing of the Corporation's deposit base and
on the cost of raising new deposits.  Competition  for deposits from other banks
and  non-banking  institutions  such as credit unions and mutual fund  companies
continues to be strong.  As the  Corporation  competes for deposit  dollars,  or
acquires  funds from higher cost  sources,  to fund its growth in a raising rate
environment, this component of net interest income will continue to rise.

    INTEREST EXPENSE ON FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

     Interest  expense on Federal Home Loan Bank  ("FHLB") and other  borrowings
increased  $897  thousand or 83.3% to $594 thousand for the  three-month  period
ended March 31, 2005 from $270 thousand and a 22 basis point or 7.0% increase in
the average  rates paid on FHLB  borrowings  when compared to the same period in
2004.  The need for borrowing has  increased  over the last several  quarters to
support loan growth.  FHLB borrowing has been a low cost alternative to deposits
to support loan growth.  Average  FHLB and other  borrowings  increased to $70.2
million as of March 31, 2005 compared to $41.0 million during the same period in
2004.  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.

                       PROVISION FOR LOAN AND LEASE LOSSES

     During the first quarter of 2005, the Corporation  recorded a $507 thousand
provision  for loan and lease  losses  compared  to $300  thousand  for the same
period in 2004, an increase of 69.0%. The increase in the provision for loan and
lease losses is primarily  attributed  to loan growth  during the quarter and is
consistent with Management's allowance for loan and lease loss methodology.  The
allowance  for loan losses as a percentage  of total loans was 1.16% as of March
31,  2005,  1.14% as of March 31,  2004,  and  1.17% as of  December  31,  2004.
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 and Lease Losses" for additional discussion.

                               NON-INTEREST INCOME

     Total  non-interest  income  decreased  4.27% to $2.3 million for the three
months  ended March 31,  2005,  compared  to $2.4  million in the same period of
2004. The various components of non-interest income are discussed below.

     The  largest  component  of  non-interest  income is Trust  and  Investment
Services revenue, which decreased $78 thousand or 8.24% to $869 thousand for the
three-months  ended March 31, 2005 compared with the same period in 2004.  Trust
and Investment  Services income is based primarily on the market value of assets
under management.  The decrease in Trust and Investment  Services revenue can be
attributed to a 3.65%  decrease in the market value of assets under  management,
from $555.7  million at March 31, 2004 to $535.4  million at March 31, 2005.  In
the third quarter of 2004 the Corporation announced that its Trust Division had

                                       16
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

formed a strategic  alliance with Haverford  Financial  Services (HFS). HFS will
provide investment  management  services on a subadvisory basis to trust clients
for which they will be paid a portion of the investment management fees.

     Service  charges  on  deposit  accounts  decreased  $51  thousand  for  the
three-month  period  ended March 31,  2005 to $473  thousand as compared to $524
thousand in the same period in 2004. The decline in service  charges is a result
of a reduced amount of overdraft charges on retail and commercial demand deposit
accounts  and a  decrease  in  the  service  charges  for  these  accounts.  The
introduction of a "Free Checking"  product during the first quarter of this year
contributed to the decrease in service charges and will impact this component of
non-interest income as some current accounts may move to this new product.

     Gains on the sale of investment  securities  increased $14 thousand for the
three-month  period  ended  March 31,  2005 to $67  thousand  as compared to $53
thousand  in the same period in 2004.  These gains were  realized as a result of
normal portfolio management.

     The Corporation has operating lease agreements with several customers;  the
income on these  leases is  classified  as  "Rental  Income".  Rental  Income on
operating  lease  agreements  for the  three-month  period  ended March 31, 2005
increased  $35 thousand from $193 thousand to $228 thousand when compared to the
same period in 2004.

     Gains on the sale of premises and other real estate owned  ("OREO") were $1
thousand for the  three-months  ended March 31, 2005 as compared to $25 thousand
for the same period in 2004.  OREO balances  decreased  $775 thousand from March
31,  2004 to $689  thousand  at  March  31,  2005 as our  Credit  Administration
Department continues to reduce non-performing  loans.  Subsequent to quarter-end
on April 4, 2005,  the single OREO property  reported as of quarter end was sold
resulting in a nominal  loss.  There  currently  are no OREO  properties  on the
Corporation's balance sheet.

     Gains and fee income generated on the sale of residential mortgages for the
three-month  period  ended  March 31,  2005  decreased  $60  thousand  from $141
thousand to $81  thousand  compared to the same period in 2004.  The decrease is
primarily  due to a lower  volume  of  originations  and  sales  of  residential
mortgages  during the  three-months  ended  March 31,  2005 to $565  thousand as
compared to the same period in 2004.

     Other non-interest income includes ATM surcharge revenue, STAR / Visa Check
Card  revenue,  safe  deposit box income,  merchant  services  income,  loan fee
income, miscellaneous loan income, rental income and other miscellaneous income.
Other  non-interest  income  increased $62 thousand for the  three-month  period
ended March 31, 2005 when compared to the same period in 2004.

                              NON-INTEREST EXPENSE

     Total non-interest expense for the first quarter of 2005 increased 15.3% to
$8.0  million  compared to the same period in 2004.  The various  components  of
non-interest expense are discussed below.

                                       17
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

     First quarter 2005 salaries and employee  benefits  increased  5.6% to $4.1
million for the  three-month  period  ended March 31, 2005  compared to the same
period in 2004. The salaries and benefit expense increase is reflective of costs
associated  with the  building  of our  management  team  and our  repositioning
initiatives.

     Net occupancy, equipment and data processing expense increased 4.0% to $1.4
million for the  three-month  period  ended March 31, 2005  compared to the same
period  last  year.  The  increase  can be  attributed  to  expense  for the new
Corporate  branding  initiative,  including  signage  and  displays,  as well as
increased infrastructure needed for our new branch sites.

     Depreciation on operating  leases  increased 16.3% to $200 thousand for the
three-month  period ended March 31, 2005 from $172 thousand when compared at the
same  period last year.  This  depreciation  expense is the result of  operating
lease  agreements the Corporation has with several of our customers.  The income
associated with these operating leases is classified as Rental Income.

     Expenses for  professional  services  increased $ 462 thousand or 138.3% to
$796  thousand for the  three-month  period ended March 31, 2005 compared to the
same period in 2004. The increase is largely the result of increased consultant,
accounting,  and legal fees associated with the Corporation's  efforts to comply
with the  Sarbanes-Oxley  legislation  that  became  effective  in 2004.  Direct
expenses  incurred  during  the  first  quarter  of 2005  related  to audit  and
attestation  services for our 2004 financial  statements were approximately $235
thousand.  The  remaining  portion  of the  increase  from  quarter  to  quarter
represents other consulting fees for real estate management,  benefit plans, and
management planning.

     Total other  non-interest  expense  increased 23.0% to $1.3 million for the
three  months  ended March 31, 2005  compared to the same period in 2004.  Other
non-interest  expense includes marketing  expenses,  annual meeting and reports,
trust processing, postage, directors' costs, telephone, travel and entertainment
and operating supplies. Increases in marketing expenses from the introduction of
our new corporate marketing line as well as advertising were a large part of the
increase.  As the  Corporation  promotes its products and services  this expense
component is expected to increase.  Also during the first  quarter of 2004,  the
Corporation  received an additional  benefit in the amount of approximately  $50
thousand on its director and  officer's  life  insurance  policy  related to the
death of the Corporations' former President and CEO.

                                       18
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

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

(Dollars in thousands)                                                  2005                                2004
                                                           ------------------------------      ---------------------------
                                                              Daily                              Daily
                                                             Average                            Average
                                                             Balance   Interest    Rate         Balance    Interest  Rate
ASSETS                                                       -------   --------    ----         -------    --------  ----
    <S>                                                      <C>       <C>         <C>          <C>         <C>      <C>

     Federal funds sold                                      $  4,953  $    27     2.18%        $  7,577    $   19   1.00%
     Interest-bearing deposits in banks                           647        2     1.24%             372         1   1.08%
     Investment securities
        Taxable                                               104,999    1,061     4.04%         104,196     1,103   4.23%
        Tax-exempt(1)                                          23,808      256     4.31%          24,826       271   4.36%
                                                              -------   ------                   -------     -----
           Total investment securities                        128,807    1,317     4.09%         129,022     1,374   4.26%
                                                              -------   ------                   -------     -----
     Loans and leases (2)
        Taxable                                               613,710    8,804     5.74%         508,487     7,247   5.70%
        Tax-exempt(1)                                          11,402      168     5.89%           8,935       124   5.57%
                                                              -------   ------                   -------     -----
           Total loans and leases                             625,112    8,972     5.74%         517,422     7,371   5.70%
                                                              -------   ------                   -------     -----
           Total interest-earning assets                      759,519   10,318     5.43%         654,393     8,765   5.36%
     Non-interest earning assets
        Allowance for possible loan losses                     (7,334)                            (5,959)
        Cash and due from banks                                24,382                             21,949
        Other assets                                           23,266                             22,546
                                                              -------                            -------
           Total assets                                      $799,833                           $692,929
                                                              =======                            =======

LIABILITIES AND STOCKHOLDERS' EQUITY
     Savings, NOWS & money market deposits                    419,925  $ 1,054     1.00%        $354,632    $  497   0.56%
     Certificates of deposits and other time                  112,996      698     2.47%         110,470       683   2.47%
                                                              -------   ------                   -------     -----
     Total interest bearing deposits                          532,921    1,752     1.32%         465,102     1,180   1.01%
     Junior subordinated debentures                            15,465      220     5.69%          15,450       165   4.27%
     Federal Home Loan Bank advances and
       other borrowings                                        70,217      594     3.38%          40,985       324   3.16%
                                                              -------   ------                   -------     -----
           Total interest bearing liabilities                 618,603    2,566     1.66%         521,538     1,669   1.28%
                                                              -------   ------                   -------     -----
     Non-interest bearing liabilities
        Non-interest bearing demand deposits                  120,188                            113,347
        Other liabilities                                       5,128                              5,244
                                                              -------                            -------
           Total liabilities                                  743,919                            640,128
     Stockholders' equity                                      55,914                             52,801
                                                              -------                            -------
           Total liabilities and stockholders' equity        $799,833                           $692,929
                                                              =======                            =======
     Net interest income                                               $ 7,752                              $7,096
                                                                        ======                               =====
     Net yield on interest earning assets                                          4.08%                             4.34%
                                                                                   ====                              ====

<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 2005 and 2004.
(2)  Non-accruing loans are included in the average balance.
</FN>
</TABLE>
                                       19
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

         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, 2005 was $410
thousand,  compared  to  $642  thousand  in the  same  period  last  year.  This
represents  an  effective  tax rate of 28.7% for the first  quarter  of 2005 and
2004.

               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  Management to monitor changes in liquidity and to react accordingly to
fluctuations  in market  conditions.  The primary  sources of liquidity  for the
Corporation is funding available from, deposit growth,  FHLB Borrowings and cash
flow  from  the  investment  and  loan  portfolios.  Deposits  consist  of  NOW,
money-market,  savings,  tiered savings,  large and small dollar certificates of
deposit and  non-interest  bearing  demand  deposit  accounts.  The  Corporation
considers funds from NOW, money market,  savings and certificates less than $100
thousand as "core" deposit  because of the historical  stability of such sources
of funds. Details of core deposits, non-interest bearing demand deposit accounts
and other deposit sources are highlighted in the following table:

                                                               DEPOSIT ANALYSIS
<TABLE>
<CAPTION>

(Dollars in thousands)                       March 31, 2005              December 31, 2004          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                             $173,908        1.00%          $129,569      0.51%         $ 44,339      34.22%
Money Market                               23,165        0.64%            26,255      0.51%           (3,090)    (11.77%)
Statement Savings                          65,903        0.64%            65,682      0.56%              221       0.34%
Other Savings                               1,231        0.65%             1,370      0.51%             (139)    (10.15%)
CD's Less than $100,000                    84,379        2.41%            85,873      2.46%           (1,494)     (1.74%)
                                          -------                        -------                     -------

Total Core Deposits                       348,586        1.25%           308,749      1.06%           39,837      12.90%

Non-Interest Bearing
     Demand Deposit Accounts              120,188           -            125,074         -            (4,886)     (3.91%)
                                          -------                        -------                     -------

Total Core and Non-Interest
     Bearing Deposits                     468,774        0.93%           433,823      0.75%           34,951       8.06%
                                          -------                        -------                     -------

Tiered Savings                            155,718        1.22%           168,180      0.86%          (12,462)     (7.41%)
CD's Greater than $100,000                 28,617        2.66%            25,966      2.28%            2,631      10.21%
                                          -------                        -------                     -------

Total Deposits                           $653,109        1.07%          $627,969      1.84%         $ 25,140       4.00%
                                          =======                        =======                     =======
</TABLE>

                                       20
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

         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.
During the first quarter of 2005, average FHLB advances were approximately $70.8
million and consisted of term advances with a variety of maturities. The average
interest rate on these advances was approximately 3.4%. The Bank currently has a
maximum borrowing capacity with the FHLB of approximately  $147.4 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.

     To supplement the Corporation's  sources of liquidity,  the Corporation has
acquired funds through brokered deposits and offering overnight deposit products
to customers as an alternative to overnight sweep  investments.  Management will
continue to research and acquire funds from alternative  sources consistent with
the Corporation's needs and safety and soundness considerations.

     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  $231  million or
29.4% of total assets at March 31, 2005 compared with a negative  $213.4 million
or 26.5% of total assets at December 31, 2004. 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.

                                       21
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

                          INTEREST SENSITIVITY ANALYSIS
                              AS OF MARCH 31, 2005
<TABLE>
<CAPTION>

                                                                 One              Over
(Dollars in thousands)                         Within          through            five          Non-rate
                                              one year        five years          years         sensitive          Total
                                             ---------        ----------       ----------       ---------        ---------
<S>                                          <C>               <C>             <C>              <C>              <C>

ASSETS
   Investment securities                     $  13,494         $  57,819       $   38,687        $      --       $ 110,000
   Interest bearing deposits in banks              230                --               --               --             230
   Loans and leases                            249,026           277,153          114,662           (7,449)        633,392
   Cash and due from banks                          --                --               --           21,522          21,522
   Premises and equipment                           --                --               --           13,848          13,848
   Other assets                                     --                --               --            9,403           9,403
                                              --------          --------        ---------         --------        --------
   Total assets                              $ 262,750         $ 334,972       $  153,349        $  37,324       $ 788,395
                                              ========          ========        =========         ========        ========

LIABILITIES AND CAPITAL
   Non-interest bearing deposits             $      --   $            --       $       --        $ 126,717       $ 126,717
   Interest bearing deposits                   465,118            36,694           14,041               --         515,853
   FHLB term advance                            13,351            49,338            8,110               --          70,799
   Junior subordinated debentures               15,465                --               --               --          15,465
   Other liabilities                               227                --            4,550               --           4,777
   Capital                                          --                --               --           54,784          54,784
                                                                ---------       ---------         --------        --------
   Total liabilities & capital               $ 494,161         $  86,032       $   26,701        $ 181,501       $ 788,395
                                                                =========       =========         ========        ========

   Net interest rate
     sensitivity gap                         $(231,411)        $ 248,940        $ 126,648        $(144,177)
                                              ========          ========         ========         ========
   Cumulative interest rate
     sensitivity gap                         $(231,411)        $  17,529        $ 144,177        $      --
                                              ========          ========         ========         ========
   Cumulative interest rate
     sensitivity gap divided
     by total assets                            (29.4%)              2.2%            18.3%
                                              ========          ========         ========
</TABLE>

                       ALLOWANCE FOR LOAN AND LEASE LOSSES

     The  allowance  for loan and  lease  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.

                                       22
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

         ANALYSIS OF CHANGES IN THE ALLOWANCE FOR LOAN AND LEASE LOSSES
                      AND COMPARISON OF LOANS OUTSTANDING
<TABLE>
<CAPTION>

     (Dollars in thousands)                                            March 31,                       December 31,
                                                                -------------------------              ------------
                                                                   2005          2004                      2004
                                                                -----------   -----------              ------------
     <S>                                                        <C>            <C>                     <C>

     Balance at beginning of period                             $    7,213     $    5,864              $    5,864
                                                                 ---------      ---------               ---------

     Provision charged to operating expense                            507            300                   1,164
                                                                ----------     ----------               ---------

        Recoveries of loans previously charged-off                      73             41                   1,095
        Loans charged-off                                             (344)          (205)                 (  910)
                                                                ----------     ----------              ----------

     Net recoveries (loans charged-off)                               (271)          (164)                    185
                                                                ----------     ----------              ----------

     Balance at end of period                                   $    7,449     $    6,000              $    7,213
                                                                 =========      =========               =========

     Period-end loans outstanding                               $  640,841     $  525,160              $  618,005

     Average loans outstanding                                  $  625,112     $  517,422              $  567,755

     Allowance for loan and lease losses as a
        percentage of period-end loans outstanding                    1.16%          1.14%                   1.17%

     Net charge-offs (recoveries) to average loans
        outstanding                                                   0.04%          0.03%                 (0.03)%
</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 and leases. Non-performing loans are
primarily collateralized by real estate and are in the process of collection. As
of March 31, 2005, the level of non-performing assets has increased $5.4 million
from March 31, 2004,  and  non-performing  assets  increased  $641 thousand from
December 31, 2004. The increase in the level of non-performing  loans from March
31, 2004 to March 31, 2005 is due to two real estate secured loans.  One loan is
for  approximately  $5.9 million and was  classified as  non-accrual  during the
fourth  quarter of 2004. The other is a $1.9 million loan that was classified as
non-accrual at the end of the first quarter 2005. Management is actively working
to collect these loans and does not  anticipate a loss of principal.  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 and leases 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.  The  following  chart  represents
detailed information regarding non-performing loans and leases.

                                       23
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

                         NON-PERFORMING LOANS AND ASSETS
<TABLE>
<CAPTION>

(Dollars in thousands)                                                 March 31,                       December 31,
                                                                -------------------------              ------------
                                                                   2005          2004                      2004
                                                                -----------   -----------              ------------
<S>                                                              <C>              <C>                    <C>

Past due over 90 days and still accruing                         $     213        $    79                 $    --

Non-accrual loans and leases                                         8,373          2,339                   7,877
                                                                  --------         ------                  ------

Total non-performing loans and leases                                8,586          2,418                   7,877

Other real estate owned                                                689          1,464                     757
                                                                  --------         ------                  ------

Total non-performing assets                                      $   9,275        $ 3,882                 $ 8,634
                                                                  ========         ======                  ======

Non-performing loans and leases as a percentage
        of total loans and leases                                    1.34%          0.46%                   1.27%

Allowance for loan and lease losses as a percentage
        of non-performing loans and leases                          86.76%        248.06%                  91.57%

Non-performing assets as a percentage of
        total loans and other real estate owned                      1.45%          0.74%                   1.40%

Allowance for loan and lease losses as a
        percentage of non-performing assets                         80.31%        154.51%                  83.54%
</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.  Subsequent to March 31, 2004,  the property
that  represents  the OREO  portion  of  non-performing  assets  was  sold.  The
Corporation holds no other OREO at this time.

                                 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 $8.3
million,  $7.9 million,  and $2.3 million at March 31, 2005,  December 31, 2004,
and March 31, 2004,  respectively.  The associated  allowance for impaired loans
was $932 thousand,  $882 thousand and $231 thousand at March 31, 2005,  December
31, 2004, and March 31, 2004, respectively.

                                       24
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

     For the three months ended March 31, 2005,  activity in the  allowance  for
impaired loan losses included a provision of $204 thousand,  principal  payments
of $41 thousand,  charge offs of $113 thousand and recoveries of $0. Contractual
interest  amounted  to $148  thousand.  Total  cash  collected  on loans for the
three-month  period ended March 31, 2005 was $412  thousand,  $412  thousand was
applied to principal and $0 thousand was applied to interest.

     For the three months  ended March 31, 2004  activity in the  allowance  for
impaired loan losses included a provision of $19 thousand, principal payments of
$45  thousand,  charge offs of $8 thousand and  recoveries  of $0. There was $23
thousand  applied  towards  accrued but not paid  interest  for the  three-month
period ended March 31, 2004 while contractual interest amounted to $52 thousand.
Total cash  collected on loans for the  three-month  period ended March 31, 2004
was $449  thousand,  $426 thousand was applied to principal and $23 thousand was
applied to interest.

                        BRANCHING AND TECHNOLOGY PROJECTS

     The Corporation intends to open a series of new branches throughout Chester
County over the next five years.  A new customer  focused  branch design will be
introduced  when  construction  is finished on the permanent  branch building in
Oxford,  Pennsylvania.  The new  "signature  look" will be rolled out to new and
certain  current  locations  over the next 5 years.  Technological  improvements
expected over the next 18 months, include secure electronic delivery of customer
checking and savings statements and an improvement of customer service issues as
the Bank utilizes the power of its new customer  relationship  management system
("CRM").  Management  hopes to utilize  the CRM along with the Answer  Center to
identify  service issues and customer trends on a proactive basis resulting in a
higher degree of customer satisfaction.

                                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,  2005,  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, 2004 due to lower than expected earnings in
2004 and first quarter 2005,  have been computed in accordance  with  regulatory
accounting policies.

                                       25
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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

                                                   March 31,                  December 31,
RISK-BASED                                --------------------------          ------------              "Well Capitalized"
CAPITAL RATIOS                              2005             2004                 2004                      Requirements
--------------                            -------           ------                ----                  ------------------
<S>                                        <C>              <C>                 <C>                        <C>

     Corporation
Leverage Ratio                              8.89%            9.73%                8.62%                      N/A
Tier I Capital Ratio                       10.55%           11.87%               10.80%                      N/A
Total Risk-Based Capital Ratio             11.65%           12.93%               11.91%                      N/A

     Bank
Leverage Ratio                              8.07%            8.68%                8.11%
Tier I Capital Ratio                        9.55%           10.74%               10.16%                      6.00%
Total Risk-Based Capital Ratio             10.66%           11.80%               11.26%                     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.

                                       26
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

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 2004 Annual  Report,
filed with the SEC via EDGAR as an exhibit to its Form 10-K for the fiscal  year
ended  December  31,  2004.  Please refer to the  "Management's  Discussion  and
Analysis"  section on pages 23-37 of the  Corporation's  Annual  Report for more
information.

ITEM 4.      CONTROLS AND PROCEDURES

Disclosure  Controls and  Procedures.  Included  with this  Quarterly  Report as
Exhibits  31.1,  31.2,  and 31.3 are  three  certifications  (the  "Section  302
Certifications"),  one by each of our Chief Executive Officer, President and our
Assistant  Treasurer,  our  principal  executive,  and  financial  officers (the
"Principal Officers"). This section of the Quarterly Report contains information
concerning  the  evaluations  of our  disclosure  controls  and  procedures  and
internal  control over  financial  reporting 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 as of the end
of the quarter covered by this Report, our CEO and Assistant  Treasurer evaluate
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  and report on the  effectiveness  of the design and operation of our
disclosure controls and procedures.

"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 SEC.  Disclosure  controls and  procedures are also designed
with the  objective  of  ensuring  that  such  information  is  accumulated  and
communicated  to  our   management,   including  the  Principal   Officers,   as
appropriate, to allow timely decisions regarding required disclosure.

As required by Rule  13a-15(b),  the  Corporation's  management,  including  our
Principal Officers,  conducted an evaluation as of the end of the period covered
by this report, of the effectiveness of the  Corporation's  disclosure  controls
and procedures.  Based on that evaluation, the Principal Officers concluded that
our  disclosure  controls and  procedures  are  effective to provide  reasonable
assurance  that  the  disclosure   controls  and  procedures   will  meet  their
objectives.

Changes in  internal  control  over  financial  reporting.  As  required by Rule
13a-15(d),  the  Corporation's  management,  including  the  Principal  Officers
conducted an evaluation of the  Corporation's  internal  control over  financial
reporting to determine whether any changes occurred during the period covered by
this  report  that  have  materially  affected,  or  are  reasonably  likely  to
materially affect, the Corporation's  internal control over financial reporting.
Based on that  evaluation,  the only changes during the quarter  covered by this
report were the post year-end remediation of material weaknesses, implemented as
follows:

o    Access control issues relative to deposits, loans, central information
     files, and ACH have been remediated through adjustment of menu options and
     / or access rights. These additional control procedures and related
     documentation requirements are now in place.

o    Additional detective control procedures and related documentation
     requirements have been implemented relative to general ledger access.

                                       27
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                           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.     Unregistered Sales of Equity Securities and Use of Proceeds

                      ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>


                                          Total Number     Average     Total Number of Shares      Maximum Number (or Approximate
            Period                         of Shares      Price Paid  (or Units) Purchased as     Dollar Value) of Shares (or Units)
                                           (or units)     per Share  Part of Publicly Announced      that May Yet Be Purchased
                                             Purchased    (or Unit)      Plans or Programs          Under the Plans or Programs
                                          ------------    ---------  --------------------------   ----------------------------------
<S>                                           <C>           <C>                <C>                        <C>

January 1 to January 31, 2005                  0             0                  0                         $6,715,573

February 1 to February 29, 2005                0             0                  0                         $6,715,573

March 1 to March 31, 2005                      0             0                  0                         $6,715,573

Total                                          0             0                  0                         $6,715,573*

<FN>

*The balance remaining under the Corporation's program to repurchase up to $10.0
million of the Corporation's common stock that was publicly announced on October
16, 2004.
</FN>
</TABLE>

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
            April 19, 2005 (the "Meeting").  Notice of the Meeting was mailed to
            shareholders  of record on or about March 17,  2005,  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.

                                       28
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                     PART II - OTHER INFORMATION - CONTINUED

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

            1. The election of four Class III  directors,  with each director to
            serve until the 2008 Annual  Meeting of  Shareholders  and until the
            election and qualification of his or her respective successor;

            2. The approval of the Corporation's Restricted Stock Plan;

            3. The ratification of the appointment of Grant Thornton, LLP as the
            Corporation's  independent  public  accountants  for the year ending
            December 31, 2005; and

            4. The  transaction  of such other  business  as may  properly  come
            before the Annual Meeting and any adjournment  thereof,  and matters
            incident to the conduct of the Annual Meeting.

            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:

                  Nominee                             For              Withheld
                  -------                             ---              --------

                  John A. Featherman, III          3,393,764           198,661

                  John Halsted                     3,334,114           258,311

                  J. Carol Hanson                  3,387,833           204,592

                  Edward A. Leo                    3,394,995           197,430

            The names of the other  directors whose terms of office as directors
            continued after the Meeting are as follows:  John J.  Ciccarone,  M.
            Robert Clarke,  Clifford E.  DeBaptiste,  David L. Peirce,  Kevin C.
            Quinn and John B. Waldron.

            The proposal to ratify the  Corporation's  Restricted Stock Plan 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:

            For            Against       Abstentions            Broker Non-votes
            ---            -------       -----------            ----------------

            3,443,585      93,829          55,011                     0

            The proposal to ratify the appointment of Grant Thornton, LLP as the
            Corporation's  independent  public  accountants  for the year ending
            December  31,  2005 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:

            For            Against       Abstentions            Broker Non-votes
            ---            -------       -----------            ----------------

            3,571,315      3,140           17,970                     0

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

                                       29
<PAGE>
                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                     PART II - OTHER INFORMATION - CONTINUED

Item 5.     Other Information

                  None

Item 6.     Exhibits

            (a) Exhibits

             Exhibits marked as "(cp)" are management contracts or compensatory
             plans, contracts or arrangements in which a director or executive
             officer participates or may participate.

                   3(i). Certificate of Incorporation. Copy of the Corporation's
             Articles of Incorporation, as amended, is incorporated herein by
             reference to Exhibit 3 (i) to the Corporation's Quarterly Report On
             Form 10-Q for the quarter ended March 31, 2004.

                   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.

                   10.1    2005  Restricted  Stock Plan, is  incorporated  by
                           reference to Appendix A to the  Corporation's  2005
                           Proxy Statement filed March 17, 2005. (cp)
                   10.2    Letter of Employment to Deborah Pierce (cp)
                   10.3    Change of Control Agreement between the Bank and
                           Deborah Pierce dated February 18, 2005 (cp)
                   31.1    Rule 13a-14(a) Certification of Chief Executive
                           Officer
                   31.2    Rule 13a-14(a) Certification of President
                   31.3    Rule 13a-14(a) Certification of Assistant Treasurer

                   32.1    Section 906 Certification of the Chief Executive
                           Officer
                   32.2    Section 906 Certification of the President
                   32.3    Section 906 Certification of the Assistant Treasurer

                                       30
<PAGE>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                                   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/ John A. Featherman
                                                   -----------------------
May 6, 2005                                        John A. Featherman
                                                   Chief Executive Officer



                                                   /s/ T. Benjamin Marsho
                                                   -----------------------
May 6, 2005                                        T. Benjamin Marsho
                                                   Assistant Treasurer
                                                   (Principal Accounting and
                                                    Financial Officer)


                                       31
<PAGE>

                FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES

                                INDEX TO EXHIBITS

     The  following is a list of the exhibits  filed with,  or  incorporated  by
reference  into,  this Report (those  exhibits marked with an asterisk are filed
herewith and those marked "(cp)" are management contracts or compensatory plans,
contracts or arrangements in which a director or executive officer  participates
or may participate):

     3(i).  Certificate of Incorporation.  Copy of the Corporation's Articles of
Incorporation,  as amended, is incorporated herein by reference to Exhibit 3 (i)
to the  Corporation's  Quarterly Report On Form 10-Q for the quarter ended March
31, 2004.

     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.

     10.1    2005  Restricted  Stock Plan, is incorporated  by reference to
             Appendix A to the  Corporation's  2005 Proxy Statement filed
             March 17, 2005. (cp)
     10.2    Letter of Employment to Deborah Pierce (cp)
     10.3    Change of Control Agreement between the Bank and Deborah Pierce
             dated February 18, 2005 (cp)

     31.1    Rule 13a-14(a) Certification of Chief Executive Officer
     31.2    Rule 13a-14(a) Certification of President
     31.3    Rule 13a-14(a) Certification of Assistant Treasurer

     32.1    Section 906 Certification of the Chief Executive Officer
     32.2    Section 906 Certification of the President
     32.3    Section 906 Certification of the Assistant Treasurer

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