EXHIBIT (b)
                                                                   EX-99.906CERT

         CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, Edward J. Roach, President & Treasurer of Chestnut Street Exchange Fund (the
"Registrant"), certify to the best of my knowledge that:

         1.       The Registrant's periodic report on Form N-CSR for the period
                  ended December 31, 2003 (the "Form N-CSR") fully complies with
                  the requirements of Section 15(d) of the Securities Exchange
                  Act of 1934, as amended; and

         2.       The information contained in the Form N-CSR fairly presents,
                  in all material respects, the financial condition and results
                  of operations of the Registrant.

Date: February 25, 2004                /s/ Edward J. Roach
                                       -----------------------------------------
                                       Edward J. Roach, President & Treasurer
                                       (principal executive and principal
                                         financial officer)

The certification is being furnished to the Securities and Exchange Commission
pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended,
and 18 U.S.C. S1350 and is not being filed as part of the Form N-CSR with the
Securities and Exchange Commission.