CERTIFICATION PURSUANT TO RULE 30A-2(b) UNDER THE 1940 ACT AND SECTION 906 OF
                             THE SARBANES-OXLEY ACT

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

      1.    The Form N-CSR of the Registrant (the "Report") fully complies with
            the requirements of Section 13(a) or 15(d) of the Securities
            Exchange Act of 1934, as amended; and

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


Date: August 24, 2005               /s/ Edward J. Roach
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                                    Edward J. Roach, President & Treasurer
                                    (principal executive officer & principal
                                    financial officer)