8-K

                      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)    April 18, 1996

                           KEYSTONE FINANCIAL, INC.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

        Pennsylvania                0-11460                   23-2289209
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(State or other jurisdiction   (Commission File Number) (IRS Employer ID No.)
       of incorporation)

     One Keystone Plaza, P.O.Box 3660, Harrisburg, Pennsylvania 17105-3660
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              (Address of principal executive offices) (ZIP CODE)

       Registrant's telephone number including area code: (717) 233-1555

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Item 5.     Other Events

            The following document is filed as an exhibit to this Form 8-K:

                  I.    Press Release of Keystone Financial, Inc.
                        dated April 18, 1996.

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.


                                          Keystone Financial, Inc.
                                          -------------------------------
                                          (Registrant)

Date:     March 3, 1997                  ______________________
      ----------------------              Donald F. Holt
                                          Senior Vice President &
                                          Controller


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EXHIBIT INDEX

Exhibit No.      Description
- -------------    ---------------

  99.1           Press Release of Keystone Financial, Inc. dated
                 April 18, 1996.

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EX-99

PRESS RELEASE - For Immediate Release     For Further Information Contact:

   April 18, 1996                               Mark L. Pulaski
                                                (717) 231-5702

           KEYSTONE FINANCIAL REPORTS FIRST QUARTER RESULTS

      HARRISBURG,  PA, April 18 - Keystone Financial, Inc., (NMS, NASDAQ: KSTN),
Pennsylvania's seventh largest bank holding company, today announced results for
the first quarter ended March 31, 1996.

      First  quarter  net  income  rose to  $16,857,000,  or 67 cents  per share
compared to $14,656,000, or 63 cents per share for the same period last year and
represented a six percent  increase in earnings per share.  First quarter return
on average  assets  was 1.36  percent  and  return on  average  equity was 14.02
percent.

      Assets at the close of the first quarter increased to $4,966,610,000, from
$4,679,942,000  on the same date last year.  Loans increased to  $3,355,552,000,
from  $3,237,611,000 at the end of 1995's first quarter,  while deposits grew to
$3,990,379,000, from $3,825,127,000.

      "We are pleased with first quarter results, especially given the impact of
the harsh winter.  Revenue production and relationship  banking, a key component
of our  corporate  strategy,  remain  priorities  for us.  Through  relationship
banking we intend to translate value-added solutions to our customer's financial
needs into  higher  levels of income,"  Carl L.  Campbell,  president  and chief
executive officer, commented.

      "Asset  quality also remains  strong and steps taken during the quarter to
centralize our collections efforts and dispose of our credit card loan portfolio
will help ensure the continued high quality of our assets," Campbell concluded.

      Keystone  Financial,  with assets of  approximately  $5 billion,  has five
member banks -- Pennsylvania National Bank,  Pottsville;  Northern Central Bank,
Williamsport;  Mid-State Bank, Altoona;  Frankford Bank,  Horsham;  and American
Trust  Bank  N.A.,  Cumberland,  MD -- which  together  operate  154  offices in
Pennsylania, Maryland and West Virginia.

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