8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


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

         Date of Report (Date of earliest event reported): June 11, 2003
                           FIRST COLONIAL GROUP, INC.
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             (Exact name of Registrant as specified in its charter)

          Pennsylvania                  0-11526             23- 2228154
  ------------------------------- ----------------- ----------------------
   (State or other jurisdiction of    (Commission       (I.R.S. Employer
incorporation or organization)        File Number)      Identification Number)

                                76 S. Main Street
                               Nazareth, PA 18064
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


        Registrant's telephone number, including area code: 610-746-7300
                                 --------------






Item 9.  Regulation FD Disclosure


On June 11, 2003, First Colonial Group, Inc. announced the filing of regulatory
applications for proposed merger of Keystone Savings Bank and Nazareth National
Bank and Trust Company and the filing of a registration statement with the
Securities and Exchange Commission with respect to an offering of common stock
in connection with the Keystone's previously announced intent to conduct a
mutual-to-stock conversion. A copy of this announcement is filed as Exhibit 99.2
to this Report and is incorporated herein by reference.

                                   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 hereunto duly authorized.

                                           First Colonial Group, Inc.



                                           By: /s/ Reid L. Heeren
                                               --------------------------------
                                               Vice President

Date: June 11, 2003

EX-99.2

                 KEYSTONE SAVINGS BANK AND FIRST COLONIAL GROUP
                          FILE REGULATORY APPLICATIONS

LEHIGH  VALLEY,  Pa. (June 11, 2003)-  Keystone  Savings Bank and First Colonial
Group, Inc. (NASDAQ: FTCG), the parent of Nazareth National Bank, announced that
KNBT Bancorp, Inc., a newly formed company established by Keystone to become its
holding  company,  has filed a  registration  statement  with the Securities and
Exchange  Commission  with respect to an offering of common stock in  connection
with the Keystone's  previously  announced  intent to conduct a  mutual-to-stock
conversion and to merge with First Colonial. KNBT Bancorp and Keystone have also
filed  applications with the Pennsylvania  Department of Banking and the Federal
Deposit Insurance  Corporation for approval of a Plan of Conversion (the "Plan")
as well as for the previously  announced  agreement to merge with First Colonial
and Nazareth National Bank.

Based on an  independent  appraisal of market value,  KNBT Bancorp will offer in
the  mutual-to-stock  conversion  between  12,983,750 and  17,566,250  shares of
common  stock  (subject to a 15%  increase to  20,201,188  shares) at a purchase
price of $10.00 per share. At May 30, 2003, the independent  appraisal reflected
a valuation range of between $129.8 million and $175.7 million,  with a midpoint
of $152.8  million.  Shares will be offered in accordance  with the terms of the
Plan. In addition,  under the terms of the merger agreement with First Colonial,
each share of First  Colonial  will be valued at $37 and exchanged for shares of
KNBT Bancorp  common stock based on the initial  public  offering (IPO) price of
KNBT Bancorp's common stock.  (Based on the proposed IPO price of $10 per share,
each share of First Colonial will be exchanged for 3.7 shares of KNBT Bancorp.)

The offering is expected to commence  late in the third quarter of 2003 and will
be managed by Sandler  O'Neill & Partners,  L.P. The completion of the merger is
subject to  certain  conditions,  including  the  receipt of various  regulatory
approvals,  as  well  as the  approval  of  First  Colonial's  shareholders  and
Keystone's  depositors.  It is  currently  expected  that the annual  meeting of
shareholders of First Colonial and the special meeting of depositors of Keystone
will also be held in the third  quarter of 2003 with the offering and the merger
being completed in the fourth quarter.

A REGISTRATION  STATEMENT RELATING TO THE COMMON STOCK OF KNBT BANCORP, INC. HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION,  BUT HAS NOT YET BECOME
EFFECTIVE.  THIS  RELEASE IS NEITHER AN OFFER TO SELL NOR A  SOLICITATION  OF AN
OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.  THE SHARES
OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS, MAY LOSE VALUE AND
ARE NOT  INSURED  BY THE  FEDERAL  DEPOSIT  INSURANCE  CORPORATION  OR ANY OTHER
GOVERNMENT AGENCY.

SHAREHOLDERS OF FIRST COLONIAL ARE URGED TO READ THE REGISTRATION  STATEMENT AND
THE PROXY  STATEMENT/PROSPECTUS  AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION,  AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,  BEFORE MAKING
ANY DECISION  REGARDING THE MERGER.  Shareholders  of First Colonial are able to
obtain a free copy of the proxy  statement/prospectus,  as well as other filings
containing  information about KNBT Bancorp,  Keystone and First Colonial, at the
SEC's    Internet    site    (http://www.sec.gov).    Copies    of   the   proxy
statement/prospectus can be obtained,  without charge, by directing a request to
the  Secretary of First  Colonial,  First  Colonial  Group,  Inc., 76 South Main
Street, Nazareth, Pennsylvania 18064 (610-861-5721).

     First Colonial and its directors and executive officers may be deemed to be
participants  in the  solicitation  of proxies  from the  shareholders  of First
Colonial in  connection  with the merger.  Information  about the  directors and
executive  officers of First  Colonial  and their  ownership  of First  Colonial
common  stock is set forth in the proxy  statement,  for First  Colonial's  2002
annual  meeting  of  shareholders,  as  filed  with the SEC on a  Schedule  14A.
Additional information about the interests of those participants may be obtained
from reading the definitive  proxy  statement/prospectus  regarding the proposed
merger when it becomes available.

About Keystone Savings Bank

Keystone   Savings  Bank  is  a   Pennsylvania-chartered   mutual  savings  bank
headquartered  in Bethlehem,  Pa., with 19 branches in Lehigh,  Northampton  and
Carbon  counties.  As of March  31,  2003,  it had  assets of $1.0  billion  and
deposits of $797.4 million.

About First Colonial Group, Inc.

Headquartered  in  Nazareth,  Pa.,  First  Colonial  Group  operates  a one-bank
subsidiary,  Nazareth  National Bank. It has 17 branches in Lehigh,  Northampton
and Monroe  counties.  As of March 31, 2003, it had assets of $620.7 million and
deposits of $483.4 million.





Contacts:

Eugene Sobol, EVP, COO and Treasurer,  Keystone Savings Bank, 610-861-5000 Scott
V. Fainor,  President and Chief Executive  Officer,  First Colonial Group, Inc.,
and Nazareth National Bank, 610-861-5720

Web resources:
Keystone Savings Bank: www.keystonesavingsbank.com
Nazareth National Bank: www.nazbank.com
FDIC/OTC market share reports: www.fdic.gov

This news release contains certain forward-looking statements about the proposed
merger  and  mutual-to-stock  conversion  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. These include statements regarding the
anticipated future results.  Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts. They often
include words like "believe," "expect," "anticipate," "estimate" and "intend" or
future or conditional verbs such as "will," "would," "should," "could" or "may."
These  forward-looking  statements  are  based  upon  the  current  beliefs  and
expectations  of Keystone and First  Colonial's  management  and are  inherently
subject to significant  business,  economic and  competitive  uncertainties  and
contingencies,  many of which are beyond the  companies'  control.  In addition,
these forward-looking  statements are subject to the assumptions set forth below
with respect to future  business  strategies  and decisions  that are subject to
change.  Actual  results  may differ  materially  from the  anticipated  results
discussed in these  forward-looking  statements.  Keystone and First Colonial do
not undertake any obligation to update any forward-looking  statement to reflect
circumstances or events that occur after the date the forward-looking statements
are made.  Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among other things, the
following possibilities:  (1) competitive pressure among depository institutions
increases significantly; (2) costs related to the integration of the business of
Keystone and First  Colonial are greater than  expected;  (3)  operating  costs,
customer losses and business disruption following the merger may be greater than
expected; (4) governmental approvals of the merger and/or the conversion may not
be obtained,  or adverse regulatory conditions may be imposed in connection with
governmental  approvals of the merger and/or the conversion;  (5) First Colonial
shareholders  may fail to approve the merger and Keystone's  depositors  fail to
approve the conversion;  (6) adverse  governmental or regulatory policies may be
enacted;  (7) changes in the interest rate environment reduces interest margins;
(8) general economic conditions, either nationally or in the states in which the
combined company will be doing business,  are less favorable than expected;  (9)
legislation or regulatory  requirements or changes adversely affect the business
in which the combined company will be engaged; and (10) changes may occur in the
securities market.