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): August 18, 2003
                           FIRST COLONIAL GROUP, INC.
             ------------------------------------------------------
             (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 August 18, 2003, First Colonial Group, Inc.'s subsidiary, Nazareth
National Bank, announced plans to open a full-service office on the Nestor's
complex in Whitehall Township. Nazareth National Bank also announced that it
will relocate its current branch within the Whitehall GIANT Food Store to the
store's new location at 2641 MacArthur Road. 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 and Chief
                                               Financial Officer

Date: August 18, 2003








                         Nazareth National Bank to open
                    new branch, relocate another in Whitehall

NAZARETH, Pa. (August 18, 2003) - Nazareth National Bank today announced plans
to open a new, full-service office on the Nestor's complex in Whitehall
Township. The bank also announced that it will relocate its current branch
within the Whitehall GIANT Food Store to the store's new location at 2641
MacArthur Road.

         "We continue our expansion program by addressing a unique situation in
Whitehall Township with a solution that is both forward-thinking and
customer-convenient," said Scott V. Fainor, president and chief executive
officer of Nazareth National Bank. "With two, full-service branches located
directly across the street from each other, we will have successfully addressed
the traffic challenges on MacArthur Road to offer our customers more convenient
banking."

         The new 2,600-sq.-ft. branch at Nestor's, currently under construction,
will feature teller service, three drive-up windows and two 24-hour ATMs. It is
scheduled to open in the fourth quarter of this year.

         "Nazareth National Bank is a wonderful complement to Nestor's and will
be a great neighbor to the Whitehall business community," said Peter Nestor,
owner of Nestor's Sporting Goods.

         The GIANT in-store branch will continue to operate seven days a week in
its new location.

         The expanded presence in Lehigh County follows the announced plans of
Nazareth National Bank and Keystone Savings Bank to merge subject to certain
conditions, including shareholder and regulatory approvals, which are expected
in August. The proposed merger will result in Keystone Nazareth Bank & Trust
Company (KNBT); the region's largest locally owned and managed financial
institution, with more than 100,000 customers and assets of nearly $2 billion.

About Nazareth National Bank
A member of the First Colonial Group, Inc. (NASDAQ: FTCG), Nazareth National
Bank provides a wide variety of retail, wholesale, and trust and wealth
management services to individuals, businesses and institutions. With assets of
more than $642 million as of June 30, 2003, the bank currently operates 18
branches in Northampton, Lehigh and Monroe counties. Headquartered in Nazareth,
Pa., the bank has been in continuous operation since June 25, 1897.





About First Colonial Group
First Colonial Group, Inc. (NASDAQ: FTCG) with assets more than $642 million as
of June 30, 2003, operates a one-bank subsidiary, Nazareth National Bank. The
Bank provides a wide variety of retail, wholesale and trust & wealth management
services to individuals, businesses and institutions. Operating 18 branches in
the counties of Northampton, Lehigh and Monroe the company is headquartered in
Nazareth, Pa., and has been in continuous operation since June 25, 1897.

The proposed merger with Keystone Savings Bank will be submitted to First
Colonial Group's shareholders for their consideration. KNBT Bancorp and First
Colonial Group will file a registration statement, a proxy statement/prospectus
and other relevant documents concerning the proposed transactions with the SEC.
SHAREHOLDERS OF FIRST COLONIAL GROUP ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE ANDANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, 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
Group will be able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about KNBT Bancorp, Keystone
Savings Bank and First Colonial Group, at the SEC's Internet site
(http://www.sec.gov) after such documents are filed. 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 Group and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of First
Colonial Group in connection with the merger. Information about the directors
and executive officers of First Colonial Group and their ownership of First
Colonial Group common stock is set forth in First Colonial Group's Annual Report
on Form 10-K for the year ended December 31, 2002, as filed with the SEC.
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.

"Safe Harbor" Statement Under Private Securities Litigation Reform Act of 1995
The information contained in the Press Release and other financial reports may
contain forward looking statements (such as defined in the Securities Exchange
Act of 1934 and the regulations thereof), including without limitation, the
discussion of the planned merger with Keystone Savings Bank, statements as to
the future loan and deposit volumes, future expansion plans, allowance and
provision for possible loan losses, future interest rates and their effect on
the Company's financial conditions or the results of operations, the
classification of the Company's investment portfolio, statements as to
litigation and the amount of reserves, statements as to trends and other
statements which are not historical facts or as to the Company's, the Bank's or
management's intentions, plans, beliefs, expectations or opinions. Such forward
looking statements are subject to risks and uncertainties, and may be affected
by various factors which may cause actual results to differ materially from
those in the forward looking statements including, without limitation, the risk
that the transaction contemplating the agreement and plan of merger with
Keystone Savings Bank may not be completed, the effect of economic conditions
and related uncertainties, the effect of interest rates on the Company and the
Bank, Federal and state government regulation, competition, changes



in accounting standards and policies, results of litigation, and other risks.
These and other risks, uncertainties and other factors are discussed in the
Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q
and other filings with the Securities and Exchange Commission, copies of which
may be obtained from the Company upon request and without charge (except for the
exhibits thereto) or can be accessed at the website maintained by the SEC at
http://www.sec.gov.
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