FIRST WEST CHESTER CORP
10-Q, 1995-08-11
NATIONAL COMMERCIAL BANKS
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                                   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 June 30, 1995, 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 WEST CHESTER 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)


                                 (610) 692-1423
               --------------------------------------------------
              (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
                                   -----     -----

The number of shares outstanding of Common Stock of the Registrant as of July 1,
1995 was 1,150,000.

<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY

                                     INDEX


                                                                            PAGE

Part I.  FINANCIAL INFORMATION


                  Consolidated Statements of Condition
                  June 30, 1995 and December 31, 1994 . . . . . . . . . . . . 3


                  Consolidated Statements of Income
                  Three Months and Six Months Ended
                  June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . .4


                  Consolidated Statements of Stockholders' Equity. . . . . . .5


                  Consolidated Statements of Cash Flows
                  Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . 6


                  Notes to Consolidated Financial Statements . . . . . . . .7-8


                  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations . . . . . .9-21



Part II. OTHER INFORMATION

                  Item 1 - Legal Proceedings
                  Item 2 - Changes in Securities
                  Item 3 - Defaults upon Senior Securities
                  Item 4 - Submission of Matters to Vote of Security Holders
                  Item 5 - Other Information 
                  Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . .22


                  Signatures . . . . . . . . . . . . . . . . . . . . . . . . 23



<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CONDITION

<TABLE>
<CAPTION>
(Dollars in thousands)                                 Unaudited
                                                        June 30,    December 31,
                                                          1995          1994
                                                      -----------   ------------
<S>                                                <C>            <C>
ASSETS
  Cash and due from banks                              $ 17,476       $ 19,981
  Federal funds sold                                     10,600          2,000
                                                       --------       --------
       Total cash and cash equivalents                   28,076         21,981

  Investment securities held-to-maturity (market
    value of $27,474 and $28,528 at June 30, 
    1995 and December 31, 1994, respectively)            27,513         29,367

  Investment securities available-for-sale at 
    market value                                         59,132         49,022

  Loans                                                 244,007        239,126
  Less allowance for possible loan losses                (3,712)        (3,303)
                                                       --------       --------
       Net loans                                        240,295        235,823

  Premises and equipment, net                             4,705          4,826
  Other assets                                            6,552          7,080
                                                       --------       --------
       Total assets                                    $366,273       $348,099
                                                       ========       ========

LIABILITIES
  Deposits:
    Non-interest bearing                               $ 52,693       $ 57,827
    Interest bearing                                    265,912        247,638
                                                       --------       --------
       Total deposits                                   318,605        305,465

  Securities sold under repurchase agreements            13,369         10,499
  Other liabilities                                       4,980          3,836
                                                       --------       --------
       Total liabilities                                336,954        319,800

STOCKHOLDERS' EQUITY
  Common stock, par value $1; authorized 5,000,000 
    shares, outstanding 1,150,000 and 1,200,000 
    at June 30, 1995 and December 31, 1994, 
    respectively                                          1,200          1,200
  Additional paid-in capital                              3,900          3,900
  Retained earnings                                      26,281         24,998
  Net unrealized loss on securities available-for-sale     (437)        (1,799) 
  Treasury stock at cost                                 (1,625)             0
                                                       --------       --------
       Total stockholders' equity                        29,319         28,299
                                                       --------       --------
       Total liabilities & stockholders' equity        $366,273       $348,099
                                                       ========       ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME

                                   Unaudited
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
                                                         Three Months Ended June 30,  Six Months Ended June 30,
                                                         ---------------------------  ------------------------- 
                                                             1995           1994          1995         1994
                                                         ------------  -------------  -----------  ------------
<S>                                                      <C>           <C>            <C>          <C>

INTEREST INCOME
  Loans, including fees                                    $   5,843     $   4,602      $  11,421    $   9,217
  Investment securities                                        1,197         1,252          2,366        2,446
  Federal funds sold                                             177            29            183           84
                                                           ---------     ---------      ---------    ---------
       Total interest income                                   7,217         5,883         13,970       11,747

INTEREST EXPENSE
  Deposits                                                     2,780         1,954          5,201        3,950
  Securities sold under repurchase agreements                    104            65            194          126
  Other borrowings                                                 0             0             59            0
                                                           ---------     ---------      ---------    ---------
       Total interest expense                                  2,884         2,019          5,454        4,076
                                                           ---------     ---------      ---------    ---------
       Net interest income                                     4,333         3,864          8,516        7,671

  Provision for loan losses                                      435           550            784          900
                                                           ---------     ---------      ---------    ---------
       Net interest income after provision for
         possible loan losses                                  3,898         3,314          7,732        6,771
                                                           ---------     ---------      ---------    ---------
NON-INTEREST INCOME
  Financial Management Services                                  459           441            918          882
  Service charges on deposit accounts                            222           223            453          426
  Other                                                          140           166            277          306
                                                           ---------     ---------      ---------    ---------
       Total non-interest income                                 821           830          1,648        1,614
                                                           ---------     ---------      ---------    ---------
NON-INTEREST EXPENSE
  Salaries and employee benefits                               1,797         1,468          3,525        3,133
  Net occupancy and equipment                                    563           562          1,156        1,104
  FDIC deposit insurance                                         169           163            337          343
  Bank shares tax                                                 73            68            148          135
  Other                                                          607           699          1,310        1,260
                                                           ---------     ---------      ---------    ---------
       Total non-interest expense                              3,209         2,960          6,476        5,975
                                                           ---------     ---------      ---------    ---------
       Income before income taxes                              1,510         1,184          2,904        2,410

INCOME TAXES                                                     483           355            901          722
                                                           ---------     ---------      ---------    ---------
       NET INCOME                                          $   1,027     $     829      $   2,003    $   1,688
                                                           =========     =========      =========    =========
PER SHARE DATA
  Net income                                               $    0.86     $    0.69      $    1.68    $    1.41
                                                           =========     =========      =========    =========
  Dividends declared                                       $    0.30     $    0.27      $    0.60    $    0.54
                                                           =========     =========      =========    =========

Weighted average shares outstanding                        1,187,582     1,200,000      1,193,661    1,199,712
                                                           =========     =========      =========    =========

</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
(Dollars in thousands)

                                                                  1995         1994
                                                               ---------    ---------
<S>                                                            <C>          <C>

Balance at January 1,                                          $  28,299    $  27,767

Change in accounting for investments on January 1, 1994                0          236
Net income to date                                                 2,003        1,688
Cash dividends declared                                             (720)        (648)
Net unrealized gain (loss) on securities available-for-sale        1,362       (1,049)
Treasury stock transactions                                       (1,625)           5
                                                               ---------    ---------
Balance at June 30,                                            $  29,319    $  27,999
                                                               =========    =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            Six Months Ended
(Dollars in thousands)                                                           June 30,
                                                                        -----------------------
                                                                          1995           1994
                                                                        ---------     ---------
<S>                                                                     <C>           <C>
OPERATING ACTIVITIES
  Net income                                                            $   2,003     $   1,688
  Adjustments to reconcile net income to net
       cash provided by operating activities
     Depreciation                                                             302           298
     Provision for loan losses                                                784           900
     Amortization of investment security premiums
         and accretion of discounts                                           115           224
     Amortization of deferred fees on loans                                     9            48
     Provision for deferred income taxes                                        0           (50)
     Increase in other assets                                                (174)         (199)
     Increase (decrease) in other liabilities                               1,168        (2,236)
                                                                        ---------     ---------
       Net cash provided by operating activities                            4,207           673
                                                                        ---------     ---------
INVESTING ACTIVITIES
  Increase in loans                                                        (5,265)       (5,660)
  Proceeds from maturities of investment securities available-for-sale      5,538         8,698
  Proceeds from maturities of investment securities held-to-maturity        2,827         5,990
  Purchases of invesment securities available-for-sale                    (13,673)       (6,382)
  Purchases of invesment securities held-to-maturity                         (999)       (7,663)
  Purchase of premises and equipment, net                                    (181)         (760)
                                                                        ---------     ---------
       Net cash used in investing activities                              (11,753)       (5,777)
                                                                        ---------     ---------
FINANCING ACTIVITIES
  Increase (decrease) in deposits                                          13,140        (7,721)
  Increase in securities sold under repurchase agreements                   2,870           663
  Cash dividends                                                             (744)         (648)
  Treasury stock transactions                                              (1,625)            5
                                                                        ---------     ---------
       Net cash provided by (used in) financing activities                 13,641        (7,701)
                                                                        ---------     ---------
       NET DECREASE IN CASH AND CASH EQUIVALENTS                            6,095       (12,805)

Cash and cash equivalents at beginning of year                             21,981        31,264
                                                                        ---------     ---------
Cash and cash equivalents at end of year                                $  28,076     $  18,459
                                                                        =========     =========   
</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                  (UNAUDITED)


1.   The unaudited  financial  statements  have been prepared in accordance with
     generally accepted accounting principles for interim financial information.
     In the opinion of management,  all adjustments  (consisting  only of normal
     recurring  adjustments)  necessary for a fair presentation of the financial
     position and the results of  operations  for the interim  period  presented
     have been  included.  For further  information,  refer to the  consolidated
     financial  statements and footnotes  thereto included in First West Chester
     Corporation and Subsidiary's (the "Company") Annual Report on Form 10-K for
     the year ended December 31, 1994.

2.   The results of operations for the three-month  and six-month  periods ended
     June 30, 1995 and 1994 are not necessarily  indicative of the results to be
     expected for the full year.

3.   Per share data is based on the weighted  average number of shares of common
     stock outstanding during the period.

4.   On January 1, 1995 the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No. 114,  "Accounting  for Creditors for  Impairment of a
     Loan," as amended by SFAS No. 118,  "Accounting by Creditors for Impairment
     of a Loan - Income Recognition and Disclosures." SFAS No. 114 requires loan
     impairment  to be measured  based on the present  value of expected  future
     cash flows discounted at the loan's effective interest rate, its observable
     market  price,  or  the  fair  value  of the  collateral  if  the  loan  is
     collateral-dependent. If it is probable that a creditor will foreclose on a
     property,  the creditor  must measure  impairment  based on the fair market
     value of the  collateral.  SFAS No. 118 allows  creditors  to use  existing
     methods for recognizing interest income on impaired loans.

     The Bank  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. Retail loans and residential mortgages
     have been excluded from these calculations.

     Loan  impairment is measured by estimating  the expected  future cash flows
     and  discounting  them  at the  respective  effective  interest  rate or by
     valuing the underlying  collateral.  The recorded investment in these loans
     and the  valuation  for credit  losses  related to loan  impairment  are as
     follows:





<PAGE>


                 FIRST WEST CHESTER CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)

                                  (UNAUDITED)


4.   (Continued)                                                1995
                                                       --------------------
       (Dollars in thousands)                          January 1    June 30
                                                       ---------   --------
       Principal amount of impaired loans               $  2,819    $   536
       Less valuation allowance                              380        303
                                                        --------    -------
                                                        $  2,439    $   233
                                                        ========    =======

     On January 1, 1995 a valuation for credit losses  related to impaired loans
     was established.  The activity in this allowance  account for the three and
     six month periods ended June 30, 1995 is as follows: 
<TABLE>
<CAPTION>
                                                  Three months ended  Six months ended
                                                  ------------------  ----------------
<S>                                                    <C>                 <C>
     Valuation allowance at beginning of period        $    380            $    380 
     Provision for loan impairment                          230                 230 
     Direct charge-offs                                    (349)               (349) 
     Recoveries                                              42                  42
                                                       --------            --------
     Valuation allowance at end of period              $    303            $    303
                                                       ========            ========
</TABLE>
     Total  cash  collected  on  impaired  loans during the three- and six-month
     periods ended June 30, 1995 was $22 thousand and $1,415 thousand,  of which
     $22 thousand and $1,243  thousand  was  credited to the  principal  balance
     outstanding  on such  loans  and $0 and $172  thousand  was  recognized  as
     interest  income,  respectively.  Interest  that would have been accrued on
     impaired  loans during the three- and six-month periods ended June 30, 1995
     was $14 thousand and $58 thousand, respectively. Interest income recognized
     during the three and six month  periods ended June 30, 1995 was $0 and $172
     thousand,  respectively.  During the six months  ended June 30,  1995,  two
     impaired loans totaling $699 thousand were transferred to Other Real Estate
     Owned.  Also during the six month period ended,  one impaired loan for $500
     thousand was  transferred  to the  Company's  new  subsidiary  as an equity
     investment.

5.   The Company  Adopted,  effective  January 1, 1995,  Statement  of Financial
     Accounting Standards (SFAS) No. 116, "Accounting for Contributions Received
     and Contributions  Made." SFAS No. 116 specifies that contributions made by
     the Company be  recognized  as expenses in the period made and as decreases
     of assets or increases of liabilities depending on the form of the benefits
     given.

     In accordance with SFAS No. 116, the Company accrued contribution  expenses
     of $117 thousand relating to long-term  commitments to area  not-for-profit
     organizations  during the first quarter of 1995. Financial statements prior
     to 1995  were not  restated.  Prior  to 1995,  the  Company  accounted  for
     contributions made on a cash-basis.


<PAGE>


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

                             RESULTS OF OPERATIONS
                             ---------------------

                        EARNINGS SUMMARY AND HIGHLIGHTS

     Net  income  for the  three-month  period  ended  June 30,  1995 was $1,027
thousand,  or $0.86 per share,  which represents an increase of $198 thousand or
23.9% from $829 thousand,  or $0.69 per share, in the  three-month  period ended
June 30,  1994.  Net income for the  six-month  period  ended June 30,  1995 was
$2,003  thousand,  or $1.68 per share,  which  represents  an  increase  of $315
thousand or 18.7% from $1,688  thousand,  or $1.41 per share,  in the  six-month
period ended June 30, 1994.  Increases in net income are primarily the result of
improved net interest margins and reductions in non-performing assets, partially
offset by increases in  non-interest  expenses.  The  Company's  main  operating
subsidiary,  The First  National Bank of West Chester (the  "Bank"),  opened its
Westtown-Thornbury  branch in April 1994 and anticipates a new Exton area branch
opening during the third quarter of 1995. The Company  repurchased 50,000 shares
of its common stock under a common stock  repurchase  program  announced on June
30, 1995. See "Common Stock Repurchase" for additional information.

     Performance ratios for the three- and six-month periods ended June 30, 1995
were significantly  higher than the same ratios for the same periods during 1994
as shown  below.  Cash  dividends  declared  during the  second  quarter of 1995
increased to $0.30 per share,  an 11.1% increase  compared to $0.27 per share in
the second quarter of 1994. On a year-to-date basis, cash dividends increased to
$0.60  per  share,  an 11.1%  increase  compared  to $0.54 per share in the same
period of 1994. The Company has historically  maintained a dividend payout ratio
of at least 35.0%.


                                    Three Months Ended         Six Months Ended
                                          June 30,                  June 30,
                                    ------------------         ----------------
                                    1995          1994         1995        1994
                                    ----          ----         ----        ----
     PERFORMANCE RATIOS
     ------------------
     Return on Average Assets      1.14%          .98%         1.13%       .97%
     Return on Average Equity     13.72%        12.07%        13.43%     11.82%
     Earnings Retained            64.95%        62.80%        64.05%     60.92%
     Dividend Payout Ratio        35.05%        37.20%        35.95%     39.08%
     Book Value Per Share        $25.49        $23.33        $25.49     $23.33



                              NET INTEREST INCOME

     Net interest  income is the difference  between  interest income on earning
assets and interest expense on interest-bearing liabilities. Net interest income
for the three- and six-month  periods  ended June 30, 1995, on a tax  equivalent
basis, was $4,393 thousand and $8,636 thousand,  compared to $3,933 thousand and
$7,810 thousand for the same periods in 1994, respectively. Net interest margin,
on a tax  equivalent  basis was 5.21% and  5.22% for the  three-  and  six-month
periods  ended June 30, 1995 compared to 4.94% and 4.88% for the same periods in
1994,  respectively.  Average interest  earning assets  increased  approximately
$19.0 million to $337.3  million  during the second  quarter of 1995 compared to
$318.3  million in the same period last year.  The increase in average  earnings
assets  was a direct  result of  certificate  of  deposit  growth in the  second
quarter of 1995. This inflow of funds has been  temporarily  invested in federal
funds sold and short term investments.



<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

               AVERAGE INTEREST RATES (ON A TAX EQUIVALENT BASIS)

                                          Three-Months            Six-Months
         Yield On:                       Ended June 30,          Ended June 30,
         --------                      ------------------      -----------------
                                        1995        1994        1995       1994
                                       ------      ------      ------     ------
Interest Earning Assets                 8.63%       7.48%       8.52%      7.42%
Interest Bearing Liabilities            4.20%       3.12%       4.05%      3.12%
                                       ------      ------      ------     ------
Net Interest Spread                     4.43%       4.36%       4.47%      4.30%
Contribution of Interest Free Funds     0.78%       0.58%       0.75%      0.58%
                                       ------      ------      ------     ------
Net Yield on Interest Earning Assets    5.21%       4.94%       5.22%      4.88%
                                       ======      ======      ======     ======

     The Company anticipates  declines in the net interest margin as competition
for new loan business  remains very strong and while  maturing  certificates  of
deposit are renewing at higher rates.

                        INTEREST INCOME ON FEDERAL FUNDS

     Interest income on federal funds sold for the three- and six-month  periods
ended June 30, 1995,  increased  $148 thousand and $99 thousand to $177 thousand
and $183 thousand,  respectively, when compared to the same periods in 1994. The
increase in federal funds interest  income for the three- and six-month  periods
ended June 30,  1995 is due to an $8.7  million  and $1.1  million  increase  in
average  balances  and a 221 basis point and 262 basis  point  increase in rates
compared to the same period in 1994, respectively.

                    INTEREST INCOME ON INVESTMENT SECURITIES

     On a  tax  equivalent  basis,  interest  income  on  investment  securities
decreased  $59 thousand and $87  thousand for the three- and  six-month  periods
ended June 30, 1995 to $1,215 thousand and $2,402 thousand,  respectively,  when
compared to the same periods in 1994.  The decline for the three- and  six-month
periods is due to a decrease  in average  balances  of $12.7  million  and $13.3
million  partially  offset by 59 basis point and 67 basis point increases in the
yield  earned  on  securities  when  compared  to the same  periods  last  year,
respectively.  Proceeds from  investment  maturities  and paydowns in the second
half of 1994 were used to fund 1994 loan growth.

                            INTEREST INCOME ON LOANS

     Loan interest income, on a tax equivalent basis, generated by the Company's
loan portfolio  increased $1,237 thousand and $2,195 thousand to $5,886 thousand
and $11,508  thousand for the three- and six-month  periods ended June 30, 1995,
compared to the same  periods in 1994,  respectively.  The  increase in interest
income for the three- and six-month period ended June 30,1995 is attributable to
$23.0 million and $22.2 million  increases in average loans  outstanding and 123
basis point and 103 basis point  increases in rates  earned,  respectively.  The
increase in the loan  portfolio  yield is a result of increased  new loan demand
and  several   increases  in  lending  rates,   partially  offset  by  increased
competition on existing loans.


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                   (CONTINUED)

                      INTEREST EXPENSE ON DEPOSIT ACCOUNTS

     Interest  expense on deposit  accounts  increased  $828 thousand and $1,253
thousand  for the three- and  six-month  periods  ended June 30,  1995 to $2,782
thousand  and  $5,203  thousand,  compared  to the same  periods  in  1994.  The
increases for the three- and  six-month  periods ended June 30, 1995 are results
of  111  basis  point  and  92  basis  point  increases  in the  rates  paid  on
interest-bearing  deposits and increases in average interest-bearing deposits of
$13.0  million  and  $4.5  million   compared  to  the  same  periods  in  1994,
respectively.  Interest rates offered on deposit accounts dropped throughout the
first  half of 1994,  rose at the end of 1994 and during the first half of 1995,
and leveled off at the end of the second quarter.

     While  total  average  interest-bearing  deposits  increased  5.2%  in  the
twelve-month  period  ended  June  30,  1995,  the  components  did  not  change
proportionately.  During the  twelve-month  period ended June 30, 1995,  average
savings,  NOW and money market deposits  declined $21.3 million or 11.7%,  while
average  certificates of deposit and other time deposits increased $34.3 million
or 51.3%. The increases in certificates of deposit was offset by loan demand.

     A five-year  period of declining  interest rates ended in the first quarter
of 1994 with a series of interest rate increases. During 1994 and the first part
of 1995, the prime rate increased from 6.0% to 9.00% (8.75% effective July 1995)
in less than thirteen months, and the one-year treasury bill rate increased from
3.51% to 7.25%  during  the same time  period.  As a result of these  rapid rate
increases,  the Company raised certificate of deposit rates faster than savings,
NOW and money market rates.  The Company's  effective  rate on  interest-bearing
deposits  increased  from 3.16%,  3.14%,  3.47% and 3.69% in the first,  second,
third and fourth quarters of 1994, respectively, to 3.89% and 4.25% in the first
and second  quarters of 1995.  Although  deposit rates leveled off at the end of
1995's second quarter, the Company anticipates an increase in the effective rate
on deposits due to the rollover of lower  yielding  certificates  of deposits at
today's higher rates.

        INTEREST EXPENSE ON SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     Interest expense on securities sold under repurchase  agreements  increased
$49 thousand and $79 thousand to $104  thousand and $195 thousand for the three-
and  six-month  periods  ended June 30, 1995  compared to $55  thousand and $116
thousand for the three- and six-month periods ended June 30, 1994, respectively.
The increases are attributable to $3,705 thousand and $2,497 thousand  increases
in average securities sold under repurchase agreements  outstanding and 83 basis
point and 81 basis  point  increases  in rates  paid on  securities  sold  under
repurchase  agreements  compared to the three and six month  periods  ended June
30,1994, respectively.

                     INTEREST EXPENSE ON OTHER BORROWINGS

     Interest  expense on other  borrowings  was $59 thousand for the  six-month
period  ended June 30,  1995  compared  with $10  thousand in the same period in
1994. This increase is  attributable  to a $1,457  thousand  increase in average
other  borrowings  outstanding  during the six month period ended June 30, 1995.
There were no borrowings in the three-month period ended June 30, 1995.

<PAGE>


                 CONSOLIDATED AVERAGE BALANCE SHEET AND TAXABLE
                      EQUIVALENT INCOME/ EXPENSE AND RATES
                      FOR THE THREE MONTHS ENDED JUNE 30,
<TABLE>
<CAPTION>
                                                              1995                             1994
                                                 ----------------------------       --------------------------
Dollars in Thousands                               Daily                            Daily
                                                  Average                          Average
                                                  Balance   Interest    Rate       Balance   Interest    Rate
                                                 ---------  --------   ------     ---------  --------   ------     
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>
ASSETS
- - ------
Federal Funds Sold                               $  11,722  $    177    6.04%     $   3,026  $     29    3.83%
Investment Securities
  Taxable                                           75,469     1,148    6.08%        87,843     1,194    5.44%
  Tax Exempt                                         3,785        67    7.11%         4,134        80    7.74%
                                                 ---------  --------              ---------  --------  
     Total Investment Securities                    79,254     1,215    6.13%        91,977     1,274    5.54%
                                                 ---------  --------              ---------  --------  
Loans
  Taxable                                          239,611     5,727    9.56%       215,907     4,475    8.29%
  Tax Exempt                                         6,675       159    9.55%         7,383       174    9.43%
                                                 ---------  --------              ---------  --------  
     Total Loans                                   246,286     5,886    9.56%       223,290     4,649    8.33%
                                                 ---------  --------              ---------  --------  
Total Interest Earning Assets                      337,262     7,279    8.63%       318,293     5,952    7.48%

Non-interest Earning Assets
  Allowance for Possible Loan Losses                (3,719)                          (3,263)
  Cash and Due From Banks                           15,670                           17,467
  Other Assets                                      12,017                            9,376
                                                 ---------                        ---------  
Total Assets                                     $ 361,230                        $ 341,873
                                                 =========                        =========

LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Savings,  NOWS & Money Market Deposits           $ 160,994  $  1,352    3.36%     $ 182,277  $  1,214    2.66%
Certificates of Deposits and Other Time            101,010     1,430    5.66%        66,756       740    4.43%
                                                 ---------  --------              ---------  --------  
Total Interest Bearing Deposits                    262,004     2,782    4.25%       249,033     1,954    3.14%

Securities Sold Under Repurchase Agreements         12,807       104    3.25%        10,009        65    2.60%
Other Borrowings                                         0         0    0.00%             0         0    0.00%
                                                 ---------  --------              ---------  --------  
Total Interest Bearing Liabilities                 274,811     2,886    4.20%       259,042     2,019    3.12%
                                                 ---------  --------              ---------  --------  
Non-interest Bearing Liabilities
  Non-interest Bearing Demand Deposits              51,310                           50,791
  Other Liabilities                                  5,166                            3,982
                                                 ---------                        ---------
Total Liabilities                                  331,287                          313,815

Stockholders' Equity                                29,943                           28,058
                                                 ---------                        ---------
Total Liabilities and Stockholders' Equity       $ 361,230                        $ 341,873
                                                 =========                        =========

Net Interest Income                                         $  4,393                         $  3,933
                                                            ========                         ========
Net Yield on Interest Earning Assets                                    5.21%                            4.94%
                                                                       ======                           ======


<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 20% interest expense  disallowance  (27.2%) for 1995 and 1994. 
(2) Non-accruing  loans are included in the average balance.
</FN>
</TABLE>


<PAGE>


                 CONSOLIDATED AVERAGE BALANCE SHEET AND TAXABLE
                      EQUIVALENT INCOME/ EXPENSE AND RATES
                       FOR THE SIX MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                              1995                             1994
                                                 ----------------------------       --------------------------
Dollars in Thousands                               Daily                            Daily
                                                  Average                          Average
                                                  Balance   Interest    Rate       Balance   Interest    Rate
                                                 ---------  --------   ------     ---------  --------   ------     
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>
ASSETS
- - ------
Federal Funds Sold                               $   6,082  $    183    6.02%     $   4,947  $     84    3.40%
Investment Securities
  Taxable                                           75,179     2,269    6.04%        87,895     2,332    5.31%
  Tax Exempt                                         3,795       133    7.02%         4,182       157    7.51%
                                                 ---------  --------              ---------  --------  
       Total Investment Securities                  78,974     2,402    6.08%        92,077     2,489    5.41%
                                                 ---------  --------              ---------  --------  
Loans
  Taxable                                          238,831    11,188    9.37%       215,985     8,959    8.30%
  Tax Exempt                                         6,750       320    9.48%         7,364       354    9.61%
                                                 ---------  --------              ---------  --------  
       Total Loans                                 245,581    11,508    9.37%       223,349     9,313    8.34%
                                                 ---------  --------              ---------  --------  
Total Interest Earning Assets                      330,637    14,093    8.52%       320,373    11,886    7.42%

Non-interest Earning Assets
  Allowance for Possible Loan Losses                (3,551)                          (3,141)
  Cash and Due From Banks                           15,829                           16,988
  Other Assets                                      12,042                            9,097
                                                 ---------                        ---------
Total Assets                                     $ 354,957                        $ 343,317
                                                 =========                        =========


LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Savings,  NOWS & Money Market Deposits           $ 162,617  $  2,709    3.33%     $ 195,751  $  2,447    2.50%
Certificates of Deposits and Other Time             92,857     2,494    5.37%        55,220     1,503    5.44%
                                                 ---------  --------              ---------  --------  
Total Interest Bearing Deposits                    255,474     5,203    4.07%       250,971     3,950    3.15%

Securities Sold Under Repurchase Agreements         12,039       195    3.24%         9,998       126    2.52%
Other Borrowings                                     1,913        59    6.17%             0         0    0.00%
                                                 ---------  --------              ---------  --------  
Total Interest Bearing Liabilities                 269,426     5,457    4.05%       260,969     4,076    3.12%
                                                 ---------  --------              ---------  --------  
Non-interest Bearing Liabilities
  Non-interest Bearing Demand Deposits              51,472                           49,328
  Other Liabilities                                  4,228                            5,059
                                                 ---------                        ---------
Total Liabilities                                  325,126                          315,356

Stockholders' Equity                                29,831                           27,961
                                                 ---------                        ---------
Total Liabilities and Stockholders' Equity       $ 354,957                        $ 343,317
                                                 =========                        =========

Net Interest Income                                         $  8,636                         $  7,810
                                                            ========                         ========
Net Yield on Interest Earning Assets                                    5.22%                            4.88%
                                                                       ======                           ======


<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 20% interest expense  disallowance  (27.2%) for 1995 and 1994. 
(2) Non-accruing  loans are included in the average balance.
</FN>
</TABLE>


<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                   (CONTINUED)


                       PROVISION FOR POSSIBLE LOAN LOSSES

     During the three- and six-month  periods  ended June 30, 1995,  the Company
recorded  $435  thousand and $784 thousand as provision for possible loan losses
compared to $550  thousand and $900  thousand for the same periods in 1994.  The
allowance  for possible  loan losses as a percentage of total loans was 1.52% as
of June 30, 1995 compared to 1.28% as of June 30, 1994. The Company continues to
deal with  non-performing  loans by building up the  allowance for possible loan
losses and aggressively charging-off loans deemed uncollectible. See the section
titled "Allowance For Possible Loan Losses" for additional discussion.

                              NON-INTEREST INCOME

     Non-interest  income  decreased $9 thousand to $821 thousand for the three-
month period ended June 30, 1995,  compared to $830 thousand for the same period
in 1994.  Non-interest  income increased $34 thousand to $1,648 thousand for the
six-month  period ended June 30, 1995,  compared to $1,614 thousand for the same
period in 1994.

     The  primary  component  of  non-interest  income is  Financial  Management
Services  revenue,  which  increased  $18 thousand  and $36  thousand  from $441
thousand and $882 thousand for the three- and  six-month  periods ended June 30,
1994 to $459  thousand  and $918  thousand for the three- and  six-month  period
ended June 30, 1995.  Financial  Management  Services' assets grew $24.8 million
from $241.5  million at June 30, 1994 to $266.3  million at June 30,  1995.  The
growth in  Financial  Management  Services,  in both  assets  and  revenues,  is
primarily  the  result of  business  development  efforts,  particularly  in the
investment management, trust, and estate areas.

     Service charges on deposit accounts  decreased $1 thousand to $222 thousand
for the  three-month  period ended June 30, 1995 from $223 thousand for the same
period in 1994.  This  decrease  relates to increases  in the  earnings  credits
offered to business customers. Service charges on deposit accounts increased $27
thousand to $453 thousand for the six-month period ended June 30, 1995 from $426
thousand for the same period in 1994.  This growth relates to an internal review
of unprofitable  accounts and changes in service  charges,  partially  offset by
increases in the earnings credits offered to business customers.

     Other  non-interest  income decreased $26 thousand and $29 thousand to $140
thousand and $277 thousand for the three- and  six-month  periods ended June 30,
1995  compared to $166  thousand and $306 thousand for the same periods in 1994.
These  decreases  relate to decreases  in revenue  from the sale of  residential
mortgage loans and credit card income,  partially  offset by increases in rental
income during the second quarter of 1995.

                              NON-INTEREST EXPENSE

     Total non-interest  expense for the three- and six-month periods ended June
30, 1995 was $3,209 thousand and $6,476 thousand, increases of $249 thousand and
$501 thousand from $2,960  thousand and $5,975  thousand for the same periods in
1994. The growth in non-interest expense reflects the increased expense incurred
to  service  the  Company's   expanding   customer  base   including   costs  of
non-performing  assets. The various  components of non-interest  expense changes
are discussed below.


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

                              NON-INTEREST EXPENSE
                                  (CONTINUED)

     Salaries and employee  benefits  increased  $329 thousand and $392 thousand
for the three- and six-month  periods ended June 30, 1995 to $1,797 thousand and
$3,525  compared to $1,468  thousand and $3,133 thousand for the same periods in
1994. Annual employee raises and a staff increase from 166 full-time equivalents
(FTE's)  employees  in the  second  quarter  of 1994 to 173 FTE's in the  second
quarter of 1995 are  responsible  for the  increase.  These  staffing  increases
reflect the Company's  need for  additional  sales and marketing  personnel.  In
addition to the  proportionate  increase in  benefits,  the Company  experienced
increased workers' compensation insurance rates.

     Net occupancy, equipment, and data processing expense was $563 thousand and
$1,156  thousand  for the  three- and  six-month  periods  ended June 30,  1995,
increases of $1 thousand and $52 thousand  over the same periods last year.  The
increase  in the first half of 1995 is  primarily  a result of  increased  costs
associated  with the new  Westtown-Thornbury  office,  increases  in MAC  system
transaction volume, and personal computer acquisition costs.

     The Federal  Deposit  Insurance  Corporation  (FDIC)  adminsiters  the Bank
Insurance  Fund (BIF) and the Savings  Association  Insurance  Fund (SAIF).  BIF
insurance  expense was $169  thousand and $337  thousand for the three- and six-
month  periods ended June 30, 1995, an increase of $6 thousand and a decrease of
$6  thousand  over the same  periods  last  year.  BIF  insurance  premiums  are
calculated on quarter-end  deposits and assessed  quarterly.  On August 8, 1995,
the FDIC approved a final rule reducing BIF deposit  insurance  premiums for the
second half of 1995 to 4 cents from 23 cents per year per $100 in  deposits  for
the best-rated banks. Premiums for the SAIF will remain at current levels. There
is a possibility  that the new premuim rates will be applied  retroactively  for
May 1 or June 1, 1995. It is anticipated  that the Bank's BIF insurance  expense
for the  second  half  of 1995  will be  reduced  by 82% or  approximately  $275
thousand.

     Bank shares tax was $73 thousand and $148  thousand for the three- and six-
month  periods  ended June 30,  1995,  increases of $5 thousand and $13 thousand
over the same periods last year. The Pennsylvania  Bank Shares Tax is calculated
on year-end Bank stockholders' equity and paid annually.

     Other  non-interest  expense  decreased  $92  thousand,  or 13.2%,  to $607
thousand  for the  three-month  period  ended  June 30,  1995  compared  to $699
thousand for the same period in 1994.  This  decrease is primarily the result of
decreases in  professional  fees,  operating  supplies and  marketing  expenses,
partially offset by increases in other real estate owned expenses.

     Other  non-interest  expense  increased  $50  thousand,  or 3.9%, to $1,310
thousand  for the  six-month  period  ended  June 30,  1995  compared  to $1,260
thousand for the same period in 1994.  This  increase is primarily the result of
the  adoption  of SFAS No.  116,  "Accounting  for  Contributions  Received  and
Contributions  Made" on January 1, 1995.  The  adoption of SFAS No. 116 required
the Company to recognize  conditional  promises to give when the promises became
unconditional.  This had an  impact  of  approximately  $117  thousand  on other
non-interest  expenses during the first half of 1995. The remaining  increase in
non-interest  expenses is due to increases  in other real estate owned  expenses
and related legal fees and increases in general  supplies.  These increases were
partially  offset  by a sales  tax  refund  received  from the  Commonwealth  of
Pennsylvania of approximately $40 thousand in the first half of 1995.


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

                          PURCHASE OF OFFICE BUILDING

     On July 24, 1995, the Bank purchased a thirty-three-year-old,  9,000 square
foot,  two-story  brick building at the corner of High and Market Streets in the
Borough of West Chester. The building was formerly occupied by another financial
institution. Definitive plans for its use have not been finalized.

               DISTRIBUTION OF FUNDS FROM QUALIFIED PENSION PLAN

     On October 21, 1994, the Board of Directors approved the termination of the
Company's Qualified Defined Benefit Retirement Plan effective December 31, 1994.
Distributions  of  participants'  vested  benefits  are  expected  in the fourth
quarter of this year upon receipt of appropriate regulatory approvals.

                                  INCOME TAXES

     Income tax expense for the three- and six-month periods ended June 30, 1995
was $483 thousand and $901 thousand, compared to $355 thousand and $722 thousand
in the same periods last year. This represents effective tax rates of 31.98% and
31.02% for the three- and six-month  periods ended June 30, 1995,  compared with
30.0% for the same  periods in 1994,  respectively.  The primary  reason for the
increase in the effective tax rate is a decrease in tax-exempt  instruments as a
percentage of total assets.  Average  tax-exempt assets as a percentage of total
average assets were 2.89% and 3.36% at June 30, 1995 and 1994, respectively.

               LIQUIDITY MANAGEMENT AND INTEREST RATE SENSITIVITY

     The  objective of liquidity  management  is to ensure the  availability  of
sufficient  cash flows to meet all  financial  commitments  and to capitalize on
opportunities  for  business  expansion.   Liquidity  management  addresses  the
Company's ability to meet deposit withdrawals either on demand or at contractual
maturity,  to  repay  borrowings  as they  mature  and to  make  new  loans  and
investments  as  opportunities  arise.  Liquidity  is managed  on a daily  basis
enabling  Senior  Management to effectively  monitor changes in liquidity and to
react accordingly to fluctuations in market conditions.

     The primary source of liquidity for the Company is derived from its ability
to generate and maintain NOW,  money-market,  savings,  and smaller denomination
certificates of deposit accounts.  The Company considers funds from such sources
to comprise its "core" deposit base because of the historical  stability of such
sources of funds.  Additional  liquidity  comes from the Company's  non-interest
bearing demand deposit  accounts.  Other deposit  sources include a three-tiered
savings product and  certificates  of deposit in excess of $100,000.  Details of
core deposits,  non-interest bearing demand deposit accounts,  and other deposit
sources are highlighted in the following table:


<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

                                DEPOSIT ANALYSIS
<TABLE>
<CAPTION>

(Dollars in thousands)                June 30, 1995     December 31, 1994    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                       $ 42,085    2.30%   $ 41,985    2.30%    $    100     0.24%

Money Market                         29,842    3.18      32,962    2.68       (3,120)   (9.47)

Statement Savings                    47,021    3.62      51,468    3.06       (4,447)   (8.64)

Other Savings                         4,763    2.73       5,571    2.60         (808)  (14.50)

CD's Less than $100,000              82,314    5.38      64,551    4.57       17,763    27.52
                                   --------            --------             --------         

Total Core Deposits                 206,025    3.97     196,537    3.31        9,488     4.83

Non-Interest Bearing
  Demand Deposit Accounts            51,472      -       50,872      -           600     1.18
                                   --------            --------             --------         

Total Core and Non-Interest
  Bearing Deposits                  257,497      -      247,409      -        10,088     4.08

Tiered Savings                       38,906    4.29      45,427    3.33       (6,521)  (14.35)

CD's Greater than $100,000           10,543    5.33       8,688    4.66        1,855    21.35
                                   --------            --------             --------         

Total Deposits                     $306,946      -     $301,524      -      $  5,422     1.80
                                   ========            ========             ========         
</TABLE>


     The  Company  also  holds   marketable   securities  and  other  short-term
investments that can be readily converted to cash. The Company's subsidiary, The
First National Bank of West Chester,  as a member of the FHLB,  maintains a line
of credit secured by the Banks' mortgage  related  assets.  As of June 30, 1995,
this line of credit was  approximately  $34 million.  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  Company's  net  interest  rate  sensitivity  gap  within one year is a
negative $61.3 million or 16.7% of total assets at June 30, 1995,  compared with
negative  $86.3  million  and  negative  25.2% at June 30,  1994,  respectively.
Management  is  aware of this  negative  gap  position  and is  taking  steps to
maintain  net  interest  margins  at  acceptable  levels.  Over $10  million  in
certificates of deposit with a maturity of 30 months were added during the first
six months of 1995.


<PAGE>


                         INTEREST SENSITIVITY ANALYSIS
                              AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
Dollars in thousands
                                                              One         Over
                                              Within        through       five      Non rate
                                             One year     five years      years     sensitive     Total
                                            ----------    ----------   ----------  ----------   ----------
<S>                                         <C>          <C>          <C>          <C>          <C>
ASSETS:

Federal funds sold                          $   10,600    $        0  $         0  $        0   $   10,600

Investment securities                           48,841        34,639        3,165           0       86,645

Loans & leases                                 122,536       106,476       14,995      (3,712)     240,295

Cash & cash equivalents                              0             0            0      17,476       17,476

Premises & equipment                                 0             0            0       4,705        4,705

Other assets                                         0             0            0       6,552        6,552
                                            ----------    ----------   ----------  ----------   ----------
     Total assets                           $  181,977    $  141,115   $   18,160  $   25,021   $  366,273
                                            ==========    ==========   ==========  ==========   ==========


LIABLILITIES & CAPITAL:

Noninterest bearing deposits                $        0  $          0   $        0  $   52,693   $   52,693

Interest bearing deposits                      229,259        36,653            0           0      265,912

Borrowed funds                                  13,369             0            0           0       13,369

Other liabilities                                  671             0            0       4,309        4,980

Capital                                     $        0    $        0   $        0      29,319       29,319
                                            ----------    ----------   ----------  ----------   ----------
     Total liabilities & capital            $  243,299    $   36,653   $        0  $   86,321   $  366,273
                                            ==========    ==========   ==========  ==========   ==========
Net interest rate sensitivity gap           $  (61,322)   $  104,462   $   18,160  $  (61,300)  $        0
                                            ==========    ==========   ==========  ==========   ==========
Cummulative interest rate sensitivity gap   $  (61,322)   $   43,140   $   61,300  $        0   $        0
                                            ==========    ==========   ==========  ==========   ==========
Cummulative interest rate sensitivity gap
    divided by total assets                     (16.7%)        11.8%        16.7%
                                            ==========    ==========   ==========

</TABLE>



<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

                       ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The  allowance  for  possible  loan  losses  is an amount  that  management
believes will be adequate to absorb  possible loan losses on existing loans that
may become  uncollectible,  based on 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 the  borrower's  ability to pay. The allowance for possible loan
losses as a percentage of quarter-end  loans  outstanding shows an increase from
1.28% at June 30, 1994 to 1.52% at June 30, 1995.

     Non-performing loans include loans on non-accrual status and loans past due
90 days or more and still accruing.  It is the Company's policy to writedown all
non-performing  loans to net realizable value based on updated  appraisals.  The
Company's  non-performing loans are generally  collateralized by real estate and
are in the  process of  collection.  The Company is not aware of any loans other
than those  included in the following  table that would be considered  potential
problem  loans that would cause  management  to have doubts as to the ability of
such borrower to comply with the present loan repayment  terms.  As mentioned in
Note 4 to the Consolidated  Financial  Statements,  the Company adopted SFAS No.
114, as amended by SFAS No. 118, on January 1, 1995.

     The allowance  for possible  loan losses as a percentage of  non-performing
loans increased to 333.5% at June 30, 1995 from 99.5% at December 31, 1994. This
ratio  indicates  that the  allowance  for possible loan losses is sufficient to
cover the  principal of all  non-performing  loans and to cover other  potential
losses that might exist in the  Company's  loan  portfolio.  In February,  1995,
approximately $1.2 million of non-accrual loans were paid off or brought current
resulting in full recovery of principal, approximately $170 thousand in past-due
interest,  and $18  thousand in legal fees.  As a result of the above  mentioned
loan recoveries,  sales of other real estate owned ("OREO"), and an intercompany
sale, the Company has reduced  non-performing assets by $2.4 million or 48.1% to
$2.5 million at June 30, 1995 from $4.9 million at December 31, 1994.

     OREO  represents  residential  and  commercial  real  estate  that has been
written  down to  realizable  value (net of  estimated  disposal  cost) based on
professional  appraisals.  Management  intends  to  liquidate  OREO in the  most
expedient and cost-effective  manner.  This process could take up to twenty-four
months, although swifter disposition is anticipated.



<PAGE>


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

Dollars in thousands                                     June 30,        
                                                    -------------------   Dec. 31,
                                                      1995       1994       1994
                                                    --------   --------   --------  
<S>                                               <C>         <C>        <C>

Past due over 90 days and still accruing            $    410   $  1,020   $    323

Non-accrual loans                                        703      5,038      2,997
                                                    --------   --------   --------  
Total non-performing loans                             1,113      6,058      3,320

Other real estate owned                                1,422          0      1,565
                                                    --------   --------   --------  
Total non-performing assets                         $  2,535   $  6,058     $4,885
                                                    ========   ========   ========
Non-performing loans as a percentage
    of total loans                                     0.46%      2.68%      1.39%

Allowance for possible loan losses as a
    percentage of non-performing loans               333.51%     47.77%     99.50%

Non-performing assets as a percentage of
    total loans and other real estate owned            1.03%      2.68%      2.03%

Allowance for possible loan losses as a
    percentage of non-performing assets              146.43%     47.77%     67.60%

</TABLE>



                      ANALYSIS OF CHANGES IN THE ALLOWANCE
                            FOR POSSIBLE LOAN LOSSES
                      AND COMPARISON OF LOANS OUTSTANDING
<TABLE>
<CAPTION>
                                                  Three Months Ended     Six Months Ended
Dollars in thousands                                   June 30,              June 30,
                                                  ------------------    ------------------
                                                    1995      1994        1995      1994
                                                  --------  --------    --------  --------
<S>                                              <C>       <C>         <C>       <C>
Balance at beginning of period                    $  3,611  $  3,143    $  3,303  $  2,839

Provision charged to operating expense                 435       550         784       900

      Recoveries of loans previously charged-off        48         2          52         8
      Loans charged-off                               (382)     (801)       (427)     (853)
                                                  --------  --------    --------  --------
Net loans charged-off                                 (334)     (799)       (375)     (845)
                                                  --------  --------    --------  --------
Balance at end of period                          $  3,712  $  2,894    $  3,712  $  2,894
                                                  ========  ========    ========  ========

Period-end loans outstanding                      $244,007  $226,200    $244,007  $226,200

Average loans outstanding                         $246,286  $223,290    $245,581  $223,349

Allowance for possible loan losses as a
    percentage of period-end loans outstanding       1.52%     1.28%       1.52%     1.28%

Ratio of net charge-offs to average loans
    outstanding                                      0.14%     0.36%       0.15%     0.38%

</TABLE>




<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (CONTINUED)

                                CAPITAL ADEQUACY

     The  Company is subject to  Risk-Based  Capital  Guidelines  adopted by the
Federal  Reserve  Board  ("FRB") for bank  holding  companies.  The Bank 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
June 30, 1995,  both the Company'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  1991.  The
Company's  Risk-Based  Capital  Ratios,  shown  below,  have  been  computed  in
accordance with regulatory  accounting policies,  which exclude any SFAS No. 115
adjustments.
<TABLE>
<CAPTION>
                                     June 30,                          "Well
RISK-BASED                      -----------------    December 31,   Capitalized"   
CAPITAL RATIOS                    1995     1994          1994       Requirements
- - --------------                  -------  --------      --------     ------------
<S>                             <C>      <C>           <C>          <C>
Leverage Ratio                    8.17%     8.35%        8.53%          5.00%
Tier I Capital Ratio             11.13%    10.93%       11.09%          6.00%
Total Risk-Based Capital Ratio   12.38%    12.04%       12.32%         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 Company.

                            COMMON STOCK REPURCHASE

     On June 2, 1995,  the Board of Directors of First West Chester  Corporation
authorized  the repurchase of up to 60,000 of the Company's  outstanding  Common
Stock through open market or privately negotiated transactions.  The repurchased
shares will be used for the  Company's  employee  benefit plan and other general
corporate  purposes.  During June, 1995, the Company  repurchased  50,000 shares
under this plan in two privately negotiated transactions.

     On June 30,  1995,  the Board of  Directors  of the Company  increased  the
number  of the  Company  shares  to be  repurchased  in the  manner  and for the
purposes originally authorized on June 2, 1995 from 60,000 to 70,000. Repurchase
of the remaining 20,000 shares will commence after July 5, 1995.

                         NEW SUBSIDIARY OF THE COMPANY

     In the first quarter of 1995, First West Chester Corporation  established a
Pennsylvania corporation,  323 East Gay Street Corp ("EGSC"), for the purpose of
holding an  interest  in WCP  Partnership.  WCP  Partnership  is a  Pennsylvania
partnership  established  in 1995 to own and  operate a  commercial  real estate
property.  WCP  Partnership  is  owned  61.7%  by the  Company  and  38.3% by an
affiliate of another financial institution.  EGSC's interest in this partnership
of  approximately  $500 thousand is  considered  an investment  under the equity
method  and is  included  in other  assets on the  Statement  of  Condition  and
excluded from the table of non-performing loans and assets at June 30, 1995.


<PAGE>


                          PART II - OTHER INFORMATION



Item 1.  Legal Proceedings
         -----------------
               Various actions and  proceedings  are presently  pending to which
          the Company 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,  a material  adverse effect on the
          consolidated financial position of the Company and its subsidiary.

Item 2.  Changes in Securities
         ---------------------
               None

Item 3.  Defaults upon Senior Securities
         -------------------------------
               None

Item 4.  Submission of Matters to Vote of Security Holders
         -------------------------------------------------
               None

Item 5.  Other Information
         -----------------
               None

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

               (a) Exhibits
                   --------
                    The  following  is a list of the  exhibits  incorporated  by
               reference into this Report:

                    (3)(i) Articles of  Incorporation  
                           --------------------------
                         (1) Copy of the  Company's  Articles of  Incorporation,
                    filed on March  9,  1984 is  incorporated  by  reference  to
                    Exhibit  3(a)(iii) to the  Company's  Annual  Report on Form
                    10-K for the year ended December 31, 1988.

                         (2) Copy of the Company's  Certificate  of Amendment to
                    the Articles of  Incorporation  filed with the  Secretary of
                    the  Commonwealth  of  Pennsylvania  on  April  2,  1986  is
                    incorporated   by  reference  to  Exhibit   3(a)(i)  to  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1988.

                         (3) Copy of the Company's  Certificate  of Amendment to
                    the Articles of  Incorporation  filed with the  Secretary of
                    the  Commonwealth  of  Pennsylvania  on  March  23,  1984 is
                    incorporated  by  reference  to  Exhibit   3(a)(ii)  to  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1988.

                    (3)(ii)  Bylaws  of the  Company,  as  amended.  
                             -----------------------
                         (1)  Copy  of the  Company's  Bylaws,  as  amended,  is
                    incorporated  by reference to Exhibit 3(b) to the  Company's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1988.

               (b) Reports on Form 8-K
                   -------------------
                    The Company  filed one report of Form 8-K during the quarter
               ended June 30, 1995. The report dated June 30, 1995 discusses the
               announcement  of a plan to  repurchase up to 70,000 shares of the
               Company's  Common Stock. The report also indicates that 50,000 of
               the 70,000 shares were repurchased prior to June 30, 1995.
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                         FIRST WEST CHESTER CORPORATION


                                            Charles E. Swope


                                            /s/ Charles E. Swope
                                            President

DATE:  August 11, 1995


                                            J. Duncan Smith


                                            /s/ J. Duncan Smith
                                            Treasurer
                                            (Principal Accounting
                                            and Financial Officer)




<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This is Exhibit 27 of First West Chester Corporation's Form 10-Q.
</LEGEND>
<CIK> 0000744126
<NAME> FIRST WEST CHESTER CORP
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          17,476
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                10,600
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     59,132
<INVESTMENTS-CARRYING>                          27,513
<INVESTMENTS-MARKET>                            27,474
<LOANS>                                        244,007
<ALLOWANCE>                                      3,712
<TOTAL-ASSETS>                                 366,273
<DEPOSITS>                                     318,605
<SHORT-TERM>                                    13,369
<LIABILITIES-OTHER>                              4,980
<LONG-TERM>                                          0
<COMMON>                                         1,200
                                0
                                          0
<OTHER-SE>                                      28,119
<TOTAL-LIABILITIES-AND-EQUITY>                 366,273
<INTEREST-LOAN>                                 11,421
<INTEREST-INVEST>                                2,366
<INTEREST-OTHER>                                   183
<INTEREST-TOTAL>                                13,970
<INTEREST-DEPOSIT>                               5,201
<INTEREST-EXPENSE>                               5,454
<INTEREST-INCOME-NET>                            8,516
<LOAN-LOSSES>                                      784
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  6,476
<INCOME-PRETAX>                                  2,904
<INCOME-PRE-EXTRAORDINARY>                       2,003
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,003
<EPS-PRIMARY>                                     1.68
<EPS-DILUTED>                                     1.68
<YIELD-ACTUAL>                                    5.22
<LOANS-NON>                                        703
<LOANS-PAST>                                       410
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,303
<CHARGE-OFFS>                                      427
<RECOVERIES>                                        52
<ALLOWANCE-CLOSE>                                3,712
<ALLOWANCE-DOMESTIC>                             3,712
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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