FIRST COLONIAL GROUP INC
10KSB/A, 1996-04-25
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                FORM 10-KSB / A

  X  Annual Report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for (fee required) for the fiscal year ended December 31, 1995.

     Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the transition period from ____________ to ____________.

                         Commission File Number 0-11526

                           FIRST COLONIAL GROUP, INC.
                 (Name of Small Business Issuer in its charter)

             Pennsylvania                           23-2228154
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

            76 South Main Street, Nazareth, Pennsylvania      18064
              (Address of principal executive offices)      (Zip Code)

                     Issuer's telephone number 610-746-7300

        Securities registered under Section 12 (b) of the Exchange Act:

                                      None

        Securities registered under Section 12 (g) of the Exchange Act:

                         Common Stock, $5.00 Par Value
                                (Title of Class)

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 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

<PAGE>

     The  purpose  of this  amendment  is to include  the Report of  Independent
Certified Public  Accountants which was inadvertently  omitted from the issuer's
report on Form 10-KSB for December 31, 1995.



Item 7.   Financial Statements

               Report of Independent Certified Public Accountants



Board of Directors
First Colonial Group, Inc.

     We have  audited  the  accompanying  consolidated  balance  sheets of First
Colonial Group,  Inc. and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated  statements of income,  changes in shareholders' equity and
cash flows for each of the three years in the period  ended  December  31, 1995.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of First Colonial
Group,  Inc.  and  Subsidiaries  as of  December  31,  1995  and  1994,  and the
consolidated  results of their  operations and their  consoliated cash flows for
each of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.


/S/ GRANT THORNTON LLP



Philadelphia, Pennsylvania
January 18, 1996

<PAGE>

                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  amendment  on Form  10-KSB / A to be signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                           FIRST COLONIAL GROUP, INC.



Dated:  April 23, 1996                     By:   _____________________________
                                                 S. ERIC BEATTIE, President
                                                 and Chief Executive Officer



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