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) July 19, 1999



                            KEYSTONE FINANCIAL, INC.

             (Exact name of registrant as specified in its charter)


       Pennsylvania                   0-11460                 23-2289209

(State or other jurisdiction   (Commission File Number) (IRS Employer ID No.)
 of incorporation)


     One Keystone Plaza, P.O. Box 3660, Harrisburg,  Pennsylvania 17105-3660

        (Address of principal executive offices)            (ZIP CODE)



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






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 July 19, 1999.



                                   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:    July 19, 1999                    Donald F. Holt
         ----------------           ---------------------------
                                    Executive Vice President &
                                    Chief Financial Officer




EXHIBIT INDEX

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

  99.1            Press Release of Keystone Financial, Inc. dated
                  July 19, 1999

EX-99.1

                                             For further information, contact:
                                             Donald F. Holt,
                                             Executive Vice President &
                                             Chief Financial Officer
                                             (717) 231-5704

                KEYSTONE FINANCIAL REPORTS SECOND QUARTER RESULTS

HARRISBURG,  PA, July 19, 1999 - In the first full quarter of  operations  since
initiating its restructuring  efforts,  Keystone Financial,  Inc.  (NASDAQ:KSTN)
reported  operating results for the second quarter and six months ended June 30,
1999.

Second  quarter net income was $24.2 million,  compared with $25.3 million,  for
the same quarter last year.  Excluding  the one cent per share impact of special
charges  associated with the  restructuring,  diluted earnings per share for the
quarter  reached  50 cents  versus  48 cents in  1998.  Second  quarter  results
exclusive  of the  special  charges  produced  a return on assets of 1.48% and a
return  on  equity  of  17.49%  and  were  favorably   influenced  by  both  the
organizational  changes initiated in the first quarter and by capital management
efforts.

Results in the first quarter of 1999 had been more severely  affected by special
charges  that reduced  earnings per share in that period by $0.25.  Exclusive of
the effect of these charges, second quarter earnings per share grew 19% from the
first quarter.

Net income for the six months ended June 30, 1999 was $32.5 million, or 66 cents
per diluted share.  Excluding the special  charges,  diluted  earnings per share
were 92  cents  in the  first  half of  1999,  compared  with  94  cents  in the
comparable  1998  period.  For the first  six  months  of 1999,  these  earnings
resulted  in a return on assets and return on equity of 1.37  percent  and 15.49
percent,  respectively.  Assets at the  close of the  second  quarter  were $6.7
billion,  compared  with $6.9 billion at the end of the second  quarter of 1998.
Loans were $4.4 billion, while deposits were $5.0 billion at June 30, 1999.

Carl L.  Campbell,  chairman and chief  executive  officer,  commented,  "We are
pleased  with  the  progress  we made  this  quarter  as we put  the  disruption
associated  with our  restructuring  behind us. We are  beginning to realize the
benefits of the  reorganization,  as  demonstrated by reduced  overhead  expense
levels and an improved  efficiency ratio.  Growth in noninterest revenue remains
strong and has been accompanied by reductions in the level of problem credits."

Keystone Financial, Inc. is the holding company for Keystone Financial Bank, NA,
which has 175 branches throughout Pennsylvania, Maryland, and West Virginia and
a Mobile Bank which operates throughout the tri-state area. Keystone also op-
erates Martindale Andres & Co., an investment  management  services provider;
Keystone Financial Mortgage Co,;  MMC&P, a retirement  benefit  services firm;
Keystone Brokerage,Inc.,  offering  full  service  investment  planning  and
discount brokerage; and a 24-hours a day, seven days a week Telephone Banking
Center.

For more information,  visit the company's web site on the Internet at HYPERLINK
http://www.keyfin.com.


                                     -more-



KEYSTONE FINANCIAL, INC.
Financial Highlights (Unaudited)

                           For the Three Months Ended  For the Six Months Ended
                           -------------------------- ------------ ------------
                           6/30/99(a)      6/30/98     6/30/99(a)     6/30/98
                           ------------  -----------  ------------ ------------

Net income                  $24,627,000  $25,281,000  $45,738,000   $49,417,000

Basic Earnings per share           $.50         $.49         $.93          $.96

Diluted Earnings per share         $.50         $.48         $.92          $.94

Average shares outstanding   48,559,000   51,429,000   49,074,000    51,627,000

(a)  1999 amounts  exclude special  charges  associated  with the  restructuring
     which  reduced  diluted EPS by $0.25 in the first  quarter and $0.01 in the
     second quarter.

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