FIRST WEST CHESTER CORP
11-K, 1996-06-26
NATIONAL COMMERCIAL BANKS
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                                    FORM 11-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------


(Mark One)
[x]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995, OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________ to ______________________

Commission File No.      0-12870


         THE FIRST NATIONAL BANK OF WEST CHESTER RETIREMENT SAVINGS PLAN
         ---------------------------------------------------------------
                            (full title of the plan)

                         FIRST WEST CHESTER CORPORATION
                         ------------------------------
          (Name of Issuer of the securities held pursuant to the plan)

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





<PAGE>



                              REQUIRED INFORMATION

1.        The following  financial  statements  are filed as part of this report
          and included after the signature page hereof:

         (a)      Audited  statements of net assets available for benefits as of
                  the end of the latest two fiscal  years of the plan  (December
                  31, 1995 and 1994).

         (b)      An audited  statement of changes in nets assets  available for
                  benefits,  and  supplemental  schedules for each of the latest
                  three fiscal years of the plan (1995, 1994 & 1993).

2.       Exhibit.  The following exhibit is filed with this Report:

         Exhibit No.                        Description
         -----------                        -----------
                 23.1    Consent of Ogorek & Graham                  1995 Report

                 23.2    Consent of Ogorek & Graham                  1994 Report


                                       -2-

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the trustees (or other  persons who  administer  the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.


                                                THE FIRST NATIONAL BANK OF WEST
                                                CHESTER - 401(k) PLAN

DATE      June 26, 1996                         BY  /S/ Ruth Ann Scott
    -----------------------                     ----------------------------
                                                Ruth Ann Scott
                                                Plan Administrator

                                       -3-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                          AUDITED FINANCIAL STATEMENTS

                           DECEMBER 31, 1995 AND 1994










<PAGE>




                                    CONTENTS
                                    --------


INDEPENDENT AUDITORS' REPORT                                                 1


AUDITED FINANCIAL STATEMENTS

     Statements of Net Assets Available
      for Benefits                                                           2

     Statements of Changes in Net Assets
      Available for Benefits                                                 3

     Notes to Financial Statements                                       4 - 8


OTHER FINANCIAL INFORMATION

     Supplemental Schedules                                              10-15





<PAGE>



                         [LETTERHEAD OF OGOREK & GRAHAM]







                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Trustees of
The First National Bank of West Chester
Retirement Savings Plan
West Chester, PA  19381


We have audited the accompanying  statement of net assets available for benefits
of The First  National  Bank of West  Chester -  Retirement  Savings  Plan as of
December  31,  1995 and 1994,  the  related  statement  of changes in net assets
available for  benefits,  and  supplemental  schedules for the years then ended.
These financial statements and supplemental  schedules are the responsibility of
the Trustees of The First  National  Bank of West  Chester - Retirement  Savings
Plan. Our responsibility is to express an opinion on these financial  statements
based on our audit.

We conducted our audit 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 and supplemental  schedules 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 the  trustees as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the financial statements and supplemental  schedules referred to
above present fairly, in all material respects, the net assets of the Retirement
Savings Plan as of December 31, 1995 and 1994, and the changes in net assets for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.


                                                            OGOREK & GRAHAM

                                                   CERTIFIED PUBLIC ACCOUNTANTS



May 16, 1996


<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                           DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>


                  ASSETS                                                    1995                        1994

                                                                       -------------               -------------
<S>                                                                 <C>                         <C> 
Investments, at fair value
         Mutual funds                                                  $     465,462               $     292,341
         Bank certificates of deposit                                        345,000                     280,000
         Common stock                                                        793,800                     476,125
                                                                           ---------                   ---------

                TOTAL INVESTMENTS                                          1,604,262                   1,048,466
                                                                           ---------                   ---------

Receivables
         Employer's fixed contributions                                      173,584                           -
         Employer's contributions                                                  -                       1,918
         Employees' contributions                                              7,838                         703
         Accrued interest income                                               2,509                      10,988
         Accrued dividend income                                               7,163                       4,496
                                                                           ---------                   ---------

                TOTAL RECEIVABLES                                            191,094                      18,105
                                                                           ---------                   ---------

Cash and cash equivalents                                                    214,987                      29,017
                                                                           ---------                   ---------

                TOTAL ASSETS                                               2,010,343                   1,095,588
                                                                           ---------                   ---------


                 LIABILITIES
Accrued Federal withholding                                                    3,169                           -
Advance employer match contribution                                            1,427                           -
                                                                           ---------                   ---------

                TOTAL LIABILITIES                                              4,596                           -
                                                                                                               -
                                                                           ---------                   ---------

NET ASSETS AVAILABLE FOR BENEFITS                                         $2,005,747                  $1,095,588
                                                                          ==========                  ==========

</TABLE>

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

                                       -2-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>


ADDITIONS TO NET ASSETS ATTRIBUTED TO:                                      1995                        1994
                                                                        ------------                -----------
   INVESTMENT INCOME
<S>                                                                 <C>                          <C>

         Net appreciation/ (depreciation) in
           fair value of investments                                   $     231,671               $    (27,316)
         Interest                                                             21,815                     19,999
         Dividends                                                            37,011                     32,099
                                                                             -------                    -------

                TOTAL INVESTMENT INCOME                                      290,497                     24,782
                                                                             -------                    -------

CONTRIBUTIONS
         Employer fixed contribution                                         173,584                          -
         Employer                                                            119,956                     99,657
         Employee                                                            183,818                    153,177
         Rollovers                                                           205,810                          -
                                                                             -------                    -------

                TOTAL CONTRIBUTIONS                                          683,168                    252,834
                                                                             -------                    -------

                TOTAL ADDITIONS                                              973,665                    277,616
                                                                             -------                    -------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
         Benefits paid to participants                                        63,506                     43,093
                                                                             -------                    -------

                TOTAL DEDUCTIONS                                              63,506                     43,093
                                                                             -------                    -------

                NET INCREASE                                                 910,159                    234,523

NET ASSETS AVAILABLE FOR BENEFITS

                BEGINNING OF YEAR                                          1,095,588                    861,065
                                                                           ---------                    -------

                END OF YEAR                                              $ 2,005,747                $ 1,095,588
                                                                         ===========                ===========
</TABLE>

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

                                       -3-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1995 AND 1994


NOTE A - DESCRIPTION OF PLAN

     The following brief  description of The First National Bank of West Chester
     - Retirement  Savings Plan is provided for general  purpose  only.  Members
     should refer to the Plan agreement for more complete information.

     GENERAL

     Effective  January 1, 1995,  the Plan has been  amended and restated in its
     entirety.  The Plan  sponsor  has amended the Plan to include a 401(K) Plan
     with a regular fixed contribution. The 401(K) Plan name has been changed to
     the  Retirement  Savings Plan. The Plan is subject to the provisions of the
     Employe Retirement Income Security Act of 1974 (ERISA).

     MEMBERSHIP IN THE PLAN

     Each employee who was participating in the prior plan on December 31, 1994,
     shall  automatically  continue as a member.  Each other  employee who is an
     eligible  employee as of the  effective  date shall  become a member of the
     Plan on such date.

     Eligible  employee for purposes of 401(K)  deferrals means any employee who
     has been  employed  for at least one  continuous  year and is  scheduled to
     complete 1,000 hours of service during each plan year.

     EMPLOYER FIXED CONTRIBUTIONS

     Each plan year the employer shall contribute an additional  contribution to
     the fund on account of each member equal to 3% of the member's compensation
     up to $30,000, plus 6% of the member's compensation in excess of $30,000 of
     the member's compensation.  The contribution shall only be made for members
     who have completed one year of service, are employed on the last day of the
     plan year and  complete  1,000 hours of service  during the plan year.  The
     contribution for a member shall be made whether or not a basic contribution
     was made for such member.



                                       -4-

<PAGE>



NOTE A - DESCRIPTION OF PLAN (continued)

     MEMBER ACCOUNTS

     All  contributions  by or on behalf of a member  shall be  deposited to the
     appropriate account established for each member. As of each valuation date,
     the  accounts of each member  shall be adjusted to reflect any realized and
     unrealized  gains or losses and income or expense of the fund  according to
     nondiscriminatory  procedures  uniformly  applied based on the value of the
     member's accounts as of the preceding valuation date.

     CONTRIBUTIONS

     Each member may  authorize the employer to reduce his  compensation  by any
     whole  percentage up to 15%. Each  eligible  employee  shall file a written
     election  form with the Plan  administrator  specifying  the portion of his
     compensation that is to be contributed to the plan as a basic contribution.

     The employer shall make a matching contribution for each member which shall
     equal $0.75 for each $1.00 allocated to such member's basic contribution up
     to 5% of  the  member's  eligible  compensation.  The  amount  of  employer
     matching  contributions  may be increased or decreased at the discretion of
     the board,  provided that  reasonable  notice is provided to members giving
     them the opportunity to change their elective deferral percentage.

     VESTING

     A member  shall  have a fully  vested  interest  in his basic  contribution
     account,  matching  contribution  account,  additional  fixed  contribution
     account and rollover account at all times.

     PAYMENT OF BENEFITS

     On termination of service,  a member may elect to receive either a lump-sum
     amount or installments over a period not to exceed ten years.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     VALUATION OF INVESTMENTS

     If available, quoted market prices are used to value investments.  Employer
     securities contributed to the plan shall be valued at a price which, in the
     judgement of the Plan administrator,  do not exceed the fair market of such
     securities.  The  determination  of fair market value shall be made in good
     faith by the Plan administrator.



                                       -5-

<PAGE>



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     CASH AND CASH EQUIVALENTS

     For purposes of these  financial  statements,  the Plan considers all money
     market funds to be cash equivalents.

NOTE C - INVESTMENTS

     The Plan's  investments  are held by a  bank-administered  trust fund.  The
     following table presents the fair values of those investments.  Investments
     that  represent  5% or  more  of  the  Plan's  net  assets  are  separately
     identified.



                                       -6-

<PAGE>



NOTE C - INVESTMENTS (continued)
<TABLE>
<CAPTION>

                                                                                        December 31, 1995
                                                                                        -----------------
                                                                                                                          
 Investments at Fair Value as                                                    Number of
  Determined by Quoted Market Price                                               Shares              Fair Value
 ---------------------------------                                                ------              ----------
<S>                                                                            <C>                <C>
Fidelity Equity Income II                                                          6871              $   147,252
Fidelity Emerging Markets Fund                                                     4773                   73,210
Fidelity Advisor Growth
 Opportunities Fund                                                                7761                  245,000
Bank certificates of deposit                                                          -                  345,000
First West Chester Corp.                                                          28350                  793,800
                                                                                                         -------

        TOTAL INVESTMENTS                                                                             $1,604,262
                                                                                                      ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                         December 31, 1994
                                                                                         -----------------
Investments at Fair Value as                                                     Number of
 Determined by Quoted Market Price                                                 Shares             Fair Value
- - ----------------------------------                                                 ------             ----------
<S>                                                                            <C>                <C> 
Fidelity Equity Income II                                                          5166              $   91,540
Fidelity Emerging Markets Fund                                                     3406                  54,939
Fidelity Advisor Growth
 Opportunities Fund                                                                5978                 145,862
Bank certificates of deposit                                                          -                 280,000
First West Chester Corp.                                                          14650                 476,125
                                                                                                     ----------

        TOTAL INVESTMENTS                                                                            $1,048,466
                                                                                                      ==========
</TABLE>

During the years  ended  December  31,  1995 and 1994,  the  Plan's  investments
(including  investments  bought,  sold and held  during  the year)  appreciated/
(depreciated) in value as follows:
<TABLE>
<CAPTION>

                                                                                     1995               1994
                                                                                 -----------          --------
<S>                                                                           <C>                  <C> 
Investments at Fair Value as
 Determined by Quoted Market Price
         Mutual funds                                                            $  67,184            $(32,858)

Investments at Estimated Fair Value
         Common stock                                                              164,487               5,542
                                                                                 ---------            --------

               Net appreciation/ (depreciation)
                  in fair value                                                  $231,671             $(27,316)
                                                                                 ========             ========

</TABLE>

                                       -7-

<PAGE>




NOTE D - PLAN TERMINATION

     Although it has not  expressed  any intent to do so, the  employer  has the
     right at any time to terminate  the Plan by  delivering  to the Trustee and
     Administrator  written  notice  of such  termination.  In the event of Plan
     termination, participants, as stated, are 100% vested in their accounts.

NOTE E - TAX STATUS

     The trust established under the Plan to hold the Plan's assets is qualified
     pursuant to the  appropriate  section of the Internal  Revenue  Code,  and,
     accordingly, the trust's net investment income is exempt from income taxes.
     The Plan  has  obtained  a  favorable  tax  determination  letter  from the
     Internal  Revenue  Service  and the  Plan  sponsor  believes  that the Plan
     continues to qualify and to operate as designed.





























                                       -8-

<PAGE>











                           OTHER FINANCIAL INFORMATION











                                       -9-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                DECEMBER 31, 1995
<TABLE>
<CAPTION>

Face Value                                                                                             Fair
 or Shares             Description                                                 Cost                Value
<S>                 <C>                                                      <C>                   <C> 

                       Mutual Funds
                       Fidelity Advisor Growth
7760.541                 Opportunity Fund                                        $208,347             $245,000
                       Fidelity Emerging Markets
4772.5317                Fund                                                      84,981               73,210
                       Fidelity Equity Income II
6871.3284                Fund                                                     132,046              147,252
                                                                                 ---------            ---------

                       Total Mutual Funds                                        $425,374             $465,462
                                                                                 ========             ========

                       Common Stocks
                        First West Chester Corp.                                 $600,643             $793,800
                                                                                 --------             --------

                       Total Common Stocks                                       $600,643             $793,800
                                                                                 ========             ========

                       Bank Certificates of Deposit
                        Certificate of Deposit
10,000                   7.13   3/21/96                                            10,000               10,000
                        Certificate of Deposit
10,000                   7.36   8/06/96                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.28   9/21/96                                            10,000               10,000
                        Certificate of Deposit
10,000                   6.21  12/18/96                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.75   2/26/97                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.75   6/02/97                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.75   7/21/97                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.28  10/30/97                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.28  12/03/97                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.37   1/13/98                                            10,000               10,000
</TABLE>

- - ----------------------------------
See accompanying auditor's report.

                                      -10-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

           SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)

                                DECEMBER 31, 1995
<TABLE>
<CAPTION>

Face Value                                                                                             Fair
 or Shares             Description                                                 Cost                Value
<S>                  <C>                                                        <C>                 <C> 

                        Certificate of Deposit
10,000                   5.45   2/12/98                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.54   3/03/98                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.83   7/19/98                                            10,000               10,000
                        Certificate of Deposit
10,000                   5.83   8/18/98                                            10,000               10,000
                        Certificate of Deposit
10,000                   4.73  11/02/98                                            10,000               10,000
                        Certificate of Deposit
30,000                   6.00   7/07/99                                            30,000               30,000
                        Certificate of Deposit
20,000                   6.00   8/22/99                                            20,000               20,000
                        Certificate of Deposit
20,000                   6.65  12/30/99                                            20,000               20,000
                        Certificate of Deposit
20,000                   6.80   3/23/00                                            20,000               20,000
                        Certificate of Deposit
25,000                   6.75   5/25/00                                            25,000               25,000
                        Certificate of Deposit
20,000                   6.30   7/25/00                                            20,000               20,000
                        Certificate of Deposit
20,000                   6.20   8/31/00                                            20,000               20,000
                        Certificate of Deposit
20,000                   6.20   9/21/00                                            20,000               20,000
                        Certificate of Deposit
20,000                   6.05  12/18/00                                            20,000               20,000
                                                                                 --------             --------

                       Total Certificates of Deposit                             $345,000             $345,000
                                                                                 ========             ========

                       Cash and Cash Equivalents
                         Money market obligations                                $214,987             $214,987
                                                                                 --------             --------

                       TOTAL CASH AND CASH EQUIVALENTS                           $214,987             $214,987
                                                                                 ========             ========
</TABLE>
- - ---------------------------------
See accompanying auditor's report.

                                      -11-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                DECEMBER 31, 1994
<TABLE>
<CAPTION>
Face Value                                                                                             Fair
 or Shares             Description                                                 Cost                Value
<S>                <C>                                                      <C>                   <C>
                       Mutual Funds
5977.95                 Fidelity Advisor Growth
                         Opportunity Fund                                        $154,403             $145,862
3406.0177              Fidelity Emerging Markets
                         Fund                                                      65,997               54,939
5165.9365               Fidelity Equity Income II
                         Fund                                                      97,892               91,540
                                                                                 --------             --------

                       Total Mutual Funds                                        $318,292             $292,341
                                                                                 ========             ========

                       Common Stocks
14,650                  First West Chester Corp.                                 $447,455             $476,125
                                                                                 --------             --------

                       Total Common Stocks                                       $447,455             $476,125
                                                                                 ========             ========

                       Bank Certificates of Deposit
10,000                  Certificate of Deposit
                         5.05  3/23/95                                             10,000               10,000
20,000                  Certificate of Deposit
                         8.00  5/24/95                                             20,000               20,000
10,000                  Certificate of Deposit
                         4.81  9/21/95                                             10,000               10,000
20,000                  Certificate of Deposit
                         7.59  12/18/95                                            20,000               20,000
10,000                  Certificate of Deposit
                         7.13  3/21/96                                             10,000               10,000
10,000                  Certificate of Deposit
                         7.36  8/06/96                                             10,000               10,000
10,000                  Certificate of Deposit
                         5.28  9/21/96                                             10,000               10,000
10,000                  Certificate of Deposit
                         6.21  12/18/96                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.75  2/26/97                                             10,000               10,000

</TABLE>
- - ----------------------------------
See accompanying auditor's report.

                                      -12-

<PAGE>
                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

           SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)

                                DECEMBER 31, 1994
<TABLE>
<CAPTION>
Face Value                                                                                            Fair
 or Shares             Description                                                Cost                Value
<S>                  <C>                                                      <C>                   <C>   
10,000                  Certificate of Deposit
                         5.75 6/02/97                                             10,000               10,000
10,000                  Certificate of Deposit
                         5.75  7/21/97                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.28  10/29/97                                           10,000               10,000
10,000                  Certificate of Deposit
                         5.28  12/03/97                                           10,000               10,000
10,000                  Certificate of Deposit
                         5.37  1/13/98                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.45  2/12/98                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.54  3/03/98                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.83  7/19/98                                            10,000               10,000
10,000                  Certificate of Deposit
                         5.83  8/18/98                                            10,000               10,000
10,000                  Certificate of Deposit
                         4.73  11/02/98                                           10,000               10,000
30,000                  Certificate of Deposit
                         6.00  7/07/99                                            30,000               30,000
20,000                  Certificate of Deposit
                         6.00  8/22/99                                            20,000               20,000
20,000                  Certificate of Deposit
                         6.65  12/30/99                                           20,000               20,000
                                                                                --------             --------

                       Total Certificates of Deposit                            $280,000             $280,000
                                                                                ========             ========

                       Cash and Cash Equivalents
21,762                 Federated Short-Term US
                         Government Fund                                        $ 21,762             $ 21,762
                        Cash on hand                                               7,255                7,255
                                                                                --------             --------

                       TOTAL CASH AND CASH EQUIVALENTS                          $ 29,017             $ 29,017
                                                                                ========             ========
</TABLE>

- - ----------------------------------
See accompanying auditor's report.



                                      -13-

<PAGE>



                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
                             5% OF BEGINNING ASSETS

                      FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                                                 Purchase              Sales            Realized
Description                                                      Price               Proceeds         Gain/ (Loss)
<S>                                                          <C>                 <C>                   <C>
Series of transactions in one issue 
 Fidelity Advisor Growth Opp.
  shares purchased 2112.475                                     $ 60,725            $     -               $ -
 First West Chester Corp.
   shares purchased 4750                                          153,188                 -                 -
 Money market obligations
   $1.00/sh                                                       577,890                 -                 -
 Money market obligations
   $1.00/sh                                                       384,665             384,665               -








</TABLE>




- - ----------------------------------
See accompanying auditor's report.




                                      -14-

<PAGE>


                    THE FIRST NATIONAL BANK OF WEST CHESTER -
                             RETIREMENT SAVINGS PLAN

                SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
                             5% OF BEGINNING ASSETS

                      FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>


                                                                 Purchase              Sales             Realized
Description                                                      Price               Proceeds           Gain/ (Loss)
<S>                                                          <C>                 <C>                 <C>

Series of transactions in one issue
  Federated Short-Term US Government
   Trust $1.00/sh                                                $507,701            $507,701            $    -
  Federated Short-Term US Government
   Trust $1.00/sh                                                 528,933                  -                  -
  Federated Stock & Bond Fund
   shares sold 10613.888                                          172,755             171,028             (1,727)
  Federated Short Inter Government
   Tr shares sold 6473.151                                         72,364              72,324                (40)
  Fidelity Equity Income II
   shares purchased 3896.55                                        74,424                  -                  -
  Fidelity Advisor Growth Opp.
   shares purchased 4585.376                                      119,632                  -                  -
  Fidelity Emerging Markets 
   shares purchased 2629.938                                       51,889                  -                  -
  First West Chester Corp.
   shares purchased 3100                                          100,983                  -                  -


</TABLE>










- - ----------------------------------
See accompanying auditor's report.

                                      -15-

<PAGE>
              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
                          AUDITED FINANCIAL STATEMENTS
                           DECEMBER 31, 1994 AND 1993



<PAGE>

                                    CONTENTS

                                                                           Page
INDEPENDENT AUDITORS' REPORT                                                1

AUDITED FINANCIAL STATEMENTS

         Statements of Net Assets Available
           for Benefits                                                     2

         Statements of Changes in Net Assets
           Available for Benefits                                           3

         Notes to Financial Statements                                    4-7

OTHER FINANCIAL INFORMATION

         Supplemental Schedules                                           9-12




<PAGE>



                         [LETTERHEAD OF OGOREK & GRAHAM]


                          INDEPENDENT AUDITORS' REPORT

To the Board of Trustees of
The First National Bank of West Chester
401(K) Plan
West Chester, PA 19381


We have audited the accompanying  statement of net assets available for benefits
of The First National Bank of West Chester - 401(K) Plan as of December 31, 1994
and 1993, the related statement of changes in net assets available for benefits,
and supplemental  schedules for the years then ended. These financial statements
and supplemental  schedules are the  responsibility of the Trustees of The First
National Bank of West Chester - 401(K) Plan. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit 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 and supplemental  schedules 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 the  trustees as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the financial statements and supplemental  schedules referred to
above present  fairly,  in all material  respects,  the net assets of the 401(K)
Plan as of  December  31,  1994 and 1993,  and the changes in net assets for the
years then ended in conformity with generally accepted accounting principles.


                                                   OGOREK & GRAHAM
                                                   CERTIFIED PUBLIC ACCOUNTANTS

July 19, 1995




<PAGE>

              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                           DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>

                 ASSETS                                             1994                          1993
                                                                 ---------                      ------
<S>                                                         <C>                           <C>

Investments, at fair value
         Mutual funds                                         $     292,341                 $     167,812
         Bank certificates of deposit                               280,000                       278,820
         Common stock                                               476,125                       369,600
                                                              -------------                 -------------

                TOTAL INVESTMENTS                                 1,048,466                       816,232
                                                              -------------                 -------------

Receivables
         Employer's contributions                                     1,918                        15,896
         Employees' contributions                                       703                            --
         Accrued interest income                                     10,988                         8,199
         Accrued dividend income                                      4,496                         3,011
                                                              -------------                 -------------

                TOTAL RECEIVABLES                                    18,105                        27,106
                                                              -------------                 -------------

Cash and cash equivalents                                            29,017                        19,600
                                                              -------------                 -------------

                TOTAL ASSETS                                  $   1,095,588                 $     862,938
                                                              =============                 =============

         LIABILITIES
Benefits payable                                                         --                         1,873
                                                              -------------                 -------------

         TOTAL LIABILITIES                                               --                         1,873
                                                              -------------                 -------------

NET ASSETS AVAILABLE FOR BENEFITS                             $   1,095,588                $      861,065
                                                               ============                 =============
</TABLE>

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


                                       -2-

<PAGE>



              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                 FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>


ADDITIONS TO NET ASSETS ATTRIBUTED TO:                                         1994                      1993
                                                                             --------                  ------
     <S>                                                           <C>                       <C>   
         INVESTMENT INCOME
                  Net appreciation/(depreciation) in
                   fair value of investments                            $     (27,316)           $      17,114
                  Interest                                                     19,999                   19,469
                  Dividends                                                    32,099                   15,517
                                                                         ------------              -----------
                  TOTAL INVESTMENT INCOME                                      24,782                   52,100
                                                                         ------------              -----------

         CONTRIBUTIONS
                  Employer                                                     99,657                   63,100
                  Employee                                                    153,177                  151,728
                                                                         ------------              -----------

         TOTAL CONTRIBUTIONS                                                  252,834                  214,828
                                                                         ------------              -----------

         TOTAL ADDITIONS                                                      277,616                  266,928
                                                                         ------------              -----------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
         Benefits paid to participants                                         43,093                   68,347
                                                                         ------------              -----------

         TOTAL DEDUCTIONS                                                      43,093                   68,347
                                                                         ------------              -----------

         NET INCREASE                                                         234,523                  198,581

NET ASSETS AVAILABLE FOR BENEFITS

         BEGINNING OF YEAR                                                    861,065                  662,484
                                                                         ------------              -----------

         END OF YEAR                                                   $    1,095,588            $     861,065
                                                                        =============             ============
</TABLE>




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



                                       -3-

<PAGE>



              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1994 AND 1993
NOTE A -   DESCRIPTION OF PLAN

     The following brief  description of The First National Bank of West Chester
     - 401(K) Plan is provided for general  purpose  only.  Participants  should
     refer to the Plan agreement for more complete information.

     GENERAL

     The Plan is a defined  contribution plan covering those eligible  employees
     who choose to  participate  in the Plan.  Any  employee  who has  completed
     ninety  (90)  days of  service  with  the  employer  and  who is  regularly
     scheduled  to work a minimum of one  thousand  (1,000)  hours per Plan year
     shall be eligible to  participate  as of the day he/she has satisfied  such
     requirement.  The  Plan  is  subject  to the  provisions  of  the  Employee
     Retirement Income Security Act of 1974 (ERISA).

     CONTRIBUTIONS

     For the fiscal year  during  which the Plan is adopted and each fiscal year
     thereafter,  the employer  shall  contribute  to the Plan the amount of the
     total  salary  reduction  elections  of  all  participants  and a  matching
     contribution of the deferred  compensation of all participants  eligible to
     share in allocations,  except only salary  reductions up to five percent of
     compensation shall be considered.

     Effective  January  1, 1994,  the Plan has been  amended  to  increase  the
     employer  matching  contribution  to  seventy-five  percent of the deferred
     compensation  up to five percent of the employee's  eligible  compensation.
     Prior  to  January  1,  1994,  the  employer   matching   contribution  was
     twenty-five percent of the deferred compensation.

     PARTICIPANT ACCOUNTS

     Each participant's account is credited with the participant's  contribution
     and  an  allocation  of  the  Company's  contribution  and  Plan  earnings.
     Allocations are based in the same proportion that a participant's aggregate
     account bears to the total of all  participants'  aggregate  accounts as of
     such date.


                                       -4-

<PAGE>



     VESTING

     Under this Plan,  participant  accounts  are 100% vested at all times.  Any
     amounts that may  otherwise  be forfeited  under this Plan shall be used to
     reduce the contribution of the employer.

NOTE A - DESCRIPTION OF PLAN (continued)

     PAYMENT OF BENEFITS

     On  termination  of service,  a participant  may elect to receive  either a
     lump-sum  amount or annual  installments  over a period  not to exceed  ten
     years.

     As of  January 1,  1993,  a plan  amendment  allows a  distribution  of the
     accrued  benefit in the form of whole shares in The First  National Bank of
     West  Chester or in a  combination  of cash to the extent  that the accrued
     benefit is invested in The First National Bank of West Chester Stock Fund.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Valuation of  Investments - If available,  quoted market prices are used to
     value  investments.  Any unlisted  security held in the Trust Fund shall be
     valued at its bid price, which is to be determined at the close of business
     on the valuation date.

     CASH AND CASH EQUIVALENTS

     For purposes of these  financial  statements,  the Plan considers all money
     market funds to be cash equivalents.

NOTE C - INVESTMENTS

     The Plan's  investments  are held by a  bank-administered  trust fund.  The
     following table presents the fair values of those investments.  Investments
     that  represent  5% or  more  of  the  Plan's  net  assets  are  separately
     identified.


                                       -5-

<PAGE>

<TABLE>
<CAPTION>


                                                                               December 31, 1994
                                                                            ----------------------
     Investments at Fair Value as                                   Number of
     Determined by Quoted Market Price                               Shares                     Fair Value
                                                                    ---------                   ----------
   <S>                                                          <C>                         <C> 
     Fidelity Equity Income II                                      5165.94                    $   91,540
     Fidelity Emerging Markets Fund                                 3406.02                        54,939
     Fidelity Advisor Growth 
      Opportunities Fund                                            5977.95                       145,862
     Bank certificates of deposit                                        --                       280,000       
     First West Chester Corp.                                         14650                       476,125
                                                                                                  -------

             TOTAL INVESTMENTS                                                                 $1,048,466
                                                                                                =========
</TABLE>
<TABLE>
<CAPTION>


                                                                               December 31, 1993
                                                                            -----------------------
     Investments at Fair Value as                                   Number of
     Determined by Quoted Market Price                                Shares                    Fair Value
                                                                    ---------                   ----------
    <S>                                                       <C>                          <C>  
     Stock and bond fund,                                           6901.828                    $  115,191   
     Short and intermediate government 
      trust fund                                                    5001.974                        52,621    
     Bank certificates of deposit                                         --                       278,820
     First West Chester Corp.                                      11550.000                       369,600
                                                                                                 ---------

             TOTAL INVESTMENTS                                                                  $  816,232
                                                                                                  ========
</TABLE>


                                       -6-

<PAGE>



NOTE C - INVESTMENTS (continued)

     During the years ended December 31, 1994 and 1993,  the Plan's  investments
     (including   investments   bought,   sold  and  held   during   the   year)
     appreciated/(depreciated) in value as follows:


                                                  1994                   1993
                                                --------                ------
     Investments at Fair value as
     Determined by Quoted Market Price
           Mutual funds                        $ (32,858)          $     4,583

     Investments at Estimated Fair Value
           Common stock                            5,542                12,531
                                                --------             ---------

           Net appreciation/(depreciation)
           in fair value                       $ (27,316)          $    17,114
                                                ========             =========


NOTE D - PLAN TERMINATION

     Although it has not  expressed  any intent to do so, the  employer  has the
     right at any time to terminate  the Plan by  delivering  to the Trustee and
     Administrator  written  notice  of such  termination.  In the event of Plan
     termination, participants, as stated, are 100% vested in their accounts.

NOTE  E - RECLASSIFICATIONS

     Certain  reclassifications  have been made to the 1993 financial statements
     to  conform  to  the   classifications   adopted  for  the  1994  financial
     statements.



                                       -7-

<PAGE>



                           OTHER FINANCIAL INFORMATION

                                       -8-

<PAGE>



              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
                 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                DECEMBER 31, 1994
<TABLE>
<CAPTION>


Face Value                                                                                        Fair
or Shares                      Description                              Cost                      Value
- - ---------                      -----------                              ----                      -----
<S>                  <C>                                        <C>                          <C>    
                         Mutual Funds
5977.95                    Fidelity Advisor Growth
                           Opportunity Fund                           $154,403                  $145,862
3406.0177                Fidelity Emerging Markets
                           Fund                                         65,997                    54,939
5165.9365                Fidelity Equity Income II
                           Fund                                         97,892                    91,540
                                                                        ------                    ------

                         Total Mutual Funds                            318,292                   292,341
                                                                       =======                   =======

                         Common Stocks
14,650                     First West Chester Corp.                    447,455                   476,125
                                                                       -------                   -------

                         Total Common Stocks                           447,455                   476,125
                                                                       =======                   =======

                         Bank Certificates of Deposit
10,000                     Certificate of Deposit
                           5.05  3/23/95                                10,000                    10,000
20,000                   Certificate of Deposit
                           8.00 5/24/95                                 20,000                    20,000
10,000                   Certificate of Deposit
                           4.81 9/21/95                                 10,000                    10,000
20,000                   Certificate of Deposit
                           7.59 12/18/95                                20,000                    20,000
10,000                   Certificate of-Deposit
                           7.13 3/21/96                                 10,000                    10,000
10,000                   Certificate of Deposit
                           7.36 8/06/96                                 10,000                    10,000
10,000                   Certificate of Deposit
                           5.28 9/21/96                                 10,000                    10,000
10,000                   Certificate of Deposit
                           6.21 12/18/96                                10,000                    10,000
10,000                   Certificate of Deposit
                           5.75 2/26/97                                 10,000                    10,000

                                       -9-

<PAGE>



10,000                   Certificate of Deposit
                           5.75 6/02/97                                 10,000                    10,000
10,000                   Certificate of Deposit
                           5.75 7/21/97                                 10,000                    10,000
10,000                   Certificate of Deposit
                           5.28 10/29/97                                10,000                    10,000
10,000                   Certificate of Deposit
                           5.28 12/03/97                                10,000                    10,000
10,000                   Certificate of Deposit
                           5.37 1/13/98                                 10,000                    10,000
10,000                   Certificate of Deposit
                           5.45 2/12/98                                 10,000                    10,000
</TABLE>

- - -----------------------------------
See accompanying auditor's report.


                                      -10-

<PAGE>



              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN

           SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)

                                DECEMBER 31, 1994
<TABLE>
<CAPTION>

Face Value                                                                                        Fair
or Shares                      Description                               Cost                     Value
- - ---------                      -----------                               ----                     -----
<S>                     <C>                                        <C>                         <C>    

10,000                     Certificate of Deposit
                             5.54 3/03/98                               10,000                    10,000
10,000                     Certificate of Deposit
                             5.83 7/19/98                               10,000                    10,000
10,000                     Certificate of Deposit
                             5.83 8/18/98                               10,000                    10,000
10,000                     Certificate of Deposit
                             4.73 11/02/98                              10,000                    10,000

30,000                     Certificate of Deposit
                             6.00 7/07/99                               30,000                    30,000
20,000                     Certificate of Deposit
                             6.00 8/22/99                               20,000                    20,000
20,000                     Certificate of Deposit
                             6.65 12/36/99                              20,000                    20,000
                                                                        ------                    ------

                         Total Certificates of Deposit                $280,000                  $280,000
                                                                       =======                   =======


                         Cash and Cash Equivalents
21,762                     Federated Short-Term US
                             Government Fund                          $ 21,762                  $ 21,762
                           Cash on hand                                  7,255                     7,255
                                                                         -----                     -----

TOTAL CASH AND CASH EQUIVALENTS                                       $ 29,017                  $ 29,017
                                                                        ======                    ======
</TABLE>


- - ------------------------
See accompanying auditor's report.


                                      -11-

<PAGE>



              THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN

                SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
                             5% OF BEGINNING ASSETS

                      FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>


                                                        Purchase              Sales            Realized
           Description                                    Price             Proceeds          Gain/(Loss)
           -----------                                    -----             --------          -----------
<S>                                                   <C>                 <C>            <C>  
Series of transactions in one issue
     Federated Short-Term US Government
       Trust $1.00/sh                                    $507,701            $507,701          $      -
     Federated Short-Term US Government
       Trust $1.00/sh                                     528,933
     Federated Stock & Bond Fund
       shares sold 10613.888                              172,755             171,028              (1,727)
     Federated Short Inter Government
     Tr shares sold 6473.151                               72,364              72,324                 (40)
     Fidelity Equity Income II
       shares purchased 3896.55                            74,424
     Fidelity Advisor Growth Opp.
       shares purchased 4585.376                          119,632
     Fidelity Emerging Markets
       shares purchased 2629.938                           51,889
     First West Chester Corp.
       shares purchased 3100                              100,983

</TABLE>

- - -------------------------------------
See accompanying auditor's report.


                                      -12-


<PAGE>



                                Index to Exhibits

Exhibits
- - --------

23.1                  Consent of Ogorek & Graham       1995 Report

23.2                  Consent of Ogorek & Graham       1994 Report


<PAGE>
                                AUDITOR'S CONSENT


         We  consent  to the  incorporation  by  reference  in the  registration
statement  of The  First  National  Bank of West  Chester  on Form S-8 (File No.
33-26325) of our report dated May 16, 1996,  on our audit of The First  National
Bank of West Chester  Retirement  Savings Plan as of December 31, 1995 and 1994,
and for the years then ended,  which report is included in this annual report on
Form 11-K.


                                                     OGOREK & GRAHAM
                                                     West Chester, Pennsylvania



Dated:  06-25-96                                     /S/ OGOREK & GRAHAM
        --------                                     -------------------

                                                     


<PAGE>


                                AUDITOR'S CONSENT


         We  consent  to the  incorporation  by  reference  in the  registration
statement  of The  First  National  Bank of West  Chester  on Form S-8 (File No.
33-26325) of our report dated July 19, 1995, on our audit of The First  National
Bank of West Chester  401(k) Plan as of December 31, 1994 and 1993,  and for the
years then ended, which report is included in this annual report on Form 11-K.

                                                     OGOREK & GRAHAM
                                                     West Chester, Pennsylvania

Dated: 03-25-96                                      /S/ OGOREK & GRAHAM
       --------                                      ---------------------------










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