8-K/A

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                FORM 8-K/A

                              CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   December 11, 2006
                                                 ____________________________



                      First Keystone Financial, Inc.
_____________________________________________________________________________
          (Exact name of registrant as specified in its charter)



Pennsylvania                     000-25328                         23-2576479
_____________________________________________________________________________
(State or other jurisdiction   (Commission File Number)         (IRS Employer
of incorporation)                                         Identification No.)



22 West State Street, Media, Pennsylvania                               19063
_____________________________________________________________________________
(Address of principal executive offices)                           (Zip Code)



Registrant's telephone number, including area code   (610) 565-6210
                                                   __________________________


                               Not Applicable
_____________________________________________________________________________
        (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):


[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

     The following amends the Form 8-K filed December 12, 2006 pursuant to
which First Keystone Financial, Inc. reported under Item 3.02 unregistered
sales of its common stock.


ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
           __________________________________________

     In connection with the completion of the recently announced
private placement of shares of the common stock of First Keystone
Financial, Inc. (the "Company"), the Company agreed to appoint,
subject first to the receipt of the non-objection of the Office
of Thrift Supervision, Ned Vidinli of Financial Stocks, Inc., to
its Board of Directors as well as that of its wholly owned
subsidiary, First Keystone Bank.  Financial Stocks Capital
Partners IV L.P., an affiliate of Financial Stocks, Inc.,
purchased 221,515 shares of common stock in the private
placement.  The description of the foregoing agreement is
qualified in its entirety by reference to the letter dated
December 11, 2006 attached hereto as Exhibit 10.1, which is
incorporated herein by reference.


ITEM 9.01  Financial Statements and Exhibits
           _________________________________

           (a)  Not applicable.
           (b)  Not applicable.
           (c)  Not applicable.
           (d)  Exhibits

           The following exhibit is filed herewith.

     Exhibit Number        Description
     ___________________   _____________________________________

     10.1                  Letter dated December 11, 2006




















                                                             2

                          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 thereunto duly authorized.

                              FIRST KEYSTONE FINANCIAL, INC.



Date:  December 20, 2006      By: /s/ Rose M. DiMarco
                                  __________________________
                                  Rose M. DiMarco
                                  Chief Financial Officer




























                                                             3

EX-10.1

                                                  Exhibit 10.1

      [First Keystone Financial, Inc. Letterhead]














                  December 11, 2006

Steven N. Stein
Financial Stocks Capital Partners IV L.P.
441 Vine Street
Suite 507
Cincinnati, Ohio  45202

     Re:  First Keystone Financial, Inc. (the "Company")

Dear Mr. Stein:

     In connection with Financial Stocks Capital Partners IV
L.P.'s ("FSCP") agreement to purchase 240,000 shares of common
stock of the Company pursuant to that certain subscription
agreement between FSCP and the Company of even date herewith as
part of the private placement (the "Offering") by the Company of
400,000 shares of the common stock thereof (the "Common Stock"),
the Company agrees to appoint, subject to receipt of the non-
objection of the Office of Thrift Supervision ("OTS"), a
representative of FSCP to the Boards of Directors of the Company
and First Keystone Bank (the "Bank"), the Company's wholly owned
subsidiary.  It is our understanding that the representative of
FSCP will be Ned Vidinli.  We will appoint him to the class of
directors whose terms end with the annual meeting of stockholders
to be held in 2010.  We also commit to use our best efforts to
obtain the OTS' non-objection to the appointment of Mr. Vidinli
and to appoint him to the Boards promptly after receipt of such
non-objection.  If the OTS objects to the appointment of Mr.
Vidinli, we agree to work with you to obtain OTS non-objection to
an alternative representative of FSCP.

     We appreciate your investment in and commitment to the
Company's future.

                                   Very truly yours,

                                   /s/Thomas M. Kelly
                                   Thomas M. Kelly

Agreed and Accepted on Behalf of
  Financial Stocks Capital Partners IV L.P.
  By: Finstocks Capital Management IV, LLC, its sole General Partner
By:  /s/Steven N. Stein
     __________________
Name: Steven N. Stein
Title:   Chairman and CEO