KEYSTONE FINANCIAL INC
8-K, 1998-03-31
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)    March 27, 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 March 27, 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:    March 31, 1998             /s/  Donald F. Holt            
                                    ____________________________
                                    Senior Vice President &
                                    Corporate Controller

<PAGE>

EXHIBIT INDEX

Exhibit No.       Description
__________        _______________

  99.1            Press Release of Keystone Financial, Inc. dated
                  March 27, 1998.
<PAGE>



Donald F. Holt                                                  March 27, 1998
Sr. Vice President
Corporate Controller
(717) 231-5704

             KEYSTONE FINANCIAL ANNOUNCES NEW SHARE BUYBACK PLAN;
                       DECLARES QUARTERLY CASH DIVIDEND

     HARRISBURG,  PA, March 27 -- Keystone Financial, Inc., (NASDAQ, NMS: KSTN),
the fourth largest bank holding company  headquartered  in  Pennsylvania,  today
announced a newly approved plan for  repurchasing up to 500,000 shares of common
stock.  Shares  repurchased  under the plan are to be held as treasury stock for
various corporate  programs,  including the funding of existing employee benefit
plans.  This latest share repurchase plan follows a recently  completed  500,000
share buyback announced in January 1998.

     In a  separate  action,  the board of  directors  declared  a regular  cash
dividend of 28 cents per share,  payable  April 20,  1998,  to  shareholders  of
record on April 9, 1998.

     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-Sate 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, a retirement  benefit services firm,  Pittsburgh,  PA, 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.



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