KEYSTONE FINANCIAL INC
8-K, 1998-01-29
NATIONAL COMMERCIAL BANKS
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                       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)    January 26, 1998



                            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




<PAGE>



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 January 26, 1998.





                                   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:     January 30, 1998            Donald F. Holt
          ----------------          --------------------
                                    Senior Vice President &
                                    Corporate Controller




<PAGE>


EXHIBIT INDEX
- -------------

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

  99.1            Press Release of Keystone Financial, Inc. dated
                  January 26, 1998.



<PAGE>



Contact:    Donald F.  Holt                                 January 26, 1998
            Sr. Vice President
            Corporate Controller
            (717) 231-5704


             KEYSTONE FINANCIAL ANNOUNCES PLANS FOR SHARE REPURCHASE

      HARRISBURG,   PA.,   January  26  -  Keystone   Financial,   Inc.,   (NMS,
NASDAQ:KSTN),   the  fourth  largest  bank  holding  company   headquartered  in
Pennsylvania,  today  announced  plans for  repurchasing up to 500,000 shares of
common stock.  Shares  repurchased  under the program are to be held as treasury
stock for various corporate programs, including the funding of existing employee
benefit and share related plans.

       "Building  long-term value for our  shareholders  remains a key corporate
objective," Carl L. Campbell,  president and chief executive  officer said. "The
share repurchase program,  supported by our strong financial position,  furthers
this objective and helps us manage our capital," he added.

      Keystone  Financial,  Inc., with assets of approximately  $6.8 billion has
seven member banks -- American Trust Bank, N.A., Cumberland, MD; Financial Trust
Company, Carlisle, PA; Keystone Bank, N.A., Horsham, PA; Keystone National Bank,
Lancaster, PA; Mid-State Bank, Altoona, PA; Northern Central Bank, Williamsport,
PA; and Pennsylvania  National Bank,  Pottsville,  PA; -- which together operate
nearly 200 offices in Pennsylvania, Maryland and West Virginia.

      Keystone also operates  Martindale Andres & Co., West Conshohocken,  PA, a
company providing investment  management  services,  Keystone Financial Mortgage
Co., Lancaster, PA, MMC&P,  Pittsburgh,  PA, a retirement benefit services firm,
Keystone  Financial  Leasing  Corporation,  Exton, PA and Key Call Phone Banking
Center, Cumberland, MD.

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

                                     ####



<PAGE>




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