KEYSTONE FINANCIAL INC
8-K, 1999-03-29
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)    March 26, 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




<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 29, 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:    March 29, 1999    /s/  Donald F. Holt
                           ---------------------------              
                           Executive Vice President &
                            Chief Financial Officer






<PAGE>



EXHIBIT INDEX

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

  99.1            Press Release of Keystone Financial, Inc. dated
                  March 29, 1999.




<PAGE>


                                               For Further Information, Contact:

                                               Donald F. Holt,
                                               Executive Vice President &
                                               Chief Financial Officer
                                               (717) 231-5704

KEYSTONE FINANCIAL (KSTN) Keystone Financial Announces New Share Buyback Plan;
Declares Quarterly Cash Dividend

HARRISBURG,  Penn. -- (BUSINESS  WIRE) -- March 29, 1999 -- Keystone  Financial,
Inc. (NASDAQ, NMS: KSTN), the fourth largest financial institution headquartered
in  Pennsylvania,  today announced a newly approved plan for  repurchasing up to
one million 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 three million share buyback plan announced in November, 1998.

In a separate action, the board of directors declared a regular cash dividend of
29 cents per share,  payable April 20, 1999, to  shareholders of record on April
9, 1999.

Keystone Financial, Inc., with assets of approximately $7 billion is the holding
company for Keystone Financial Bank.  Keystone also operates 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
www.keyfin.com.



<PAGE>




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