FIRST KEYSTONE FINANCIAL INC
NT 10-K, 1997-12-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                              SEC FILE NUMBER
                                              0-25328

                                              CUSIP NUMBER
                                              320655103


                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): [x ] Form 10-KSB  [ ]  Form 20-F  [ ] Form 11-K 
             [ ] Form 10-Q  [ ] Form N-SAR

           For Period Ended:  September 30, 1997                             
           [  ] Transition Report on Form 10-K
           [  ] Transition Report on Form 20-F
           [  ] Transition Report on Form 11-K
           [  ] Transition Report on Form 10-Q
           [  ] Transition Report on Form N-SAR
           For the Transition Period Ended:                                    
                                   


Read Instructions (on back page) Before Preparing Form.  Please Print
or Type.

Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.


If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION
First Keystone Financial, Inc.
- ----------------------------------------------------------------------

Full Name of Registrant
N/A
- ----------------------------------------------------------------------

Former Name if Applicable
22 West State Street


Address of Principal Executive Office (Street and Number)
Media, Pennsylvania  19063


City, State and Zip Code


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate)



               (a)  The reasons described in reasonable detail in Part
                    III of this form could not be eliminate without
                    unreasonable effort or expense;


[ x ]
               (b)  The subject annual report, semi-annual report,
                    transition report on Form 10-K, Form 20-F, 11-K or
                    Form N-SAR, or portion thereof, will be filed on or
                    before the fifteenth calendar day following the
                    prescribed due date; or the subject quarterly report
                    of  transition report on Form 10-Q, or portion 
                    thereof will be filed on or before the fifth calendar
                    day following the prescribed due date; and



               (c)  The accountant's statement or other exhibit required
                    by Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

The Company's senior officers were involved in modifications to the
Company's data processing systems which took longer than expected.  
The Company will file the Form 10-KSB prior to the expiration of the 15
day extension period.

PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

Thomas M. Kelly        (610)                           892-5171
- ---------------      ----------                    -----------------
(Name)               (AreaCode)                    (Telephone Number)


     (2)  Have all other periodic reports required under Section 13 or
          15(d) of the Securities Exchange Act of 1934 or Section 30 of
          the Investment Company Act of 1940 during the preceding 12
          months or for such shorter period that the registrant was 
          required to file such report(s) been filed?  If answer is no,
          identify report(s).
                                                  [ x ]  Yes  [  ]  No




     (3)  Is it anticipated that any significant change in results of
          operations from the corresponding period for the last fiscal
          year will be reflected by the earnings statements to be
          included in the subject report or portion thereof?

                                                  [  ]  Yes  [ x ]  No

      If so, attach an explanation of the anticipated change, both
      narratively and quantitatively, and, if appropriate, state the
      reasons why a reasonable estimate of the results cannot be made.


                   First Keystone Financial, Inc.
              -------------------------------------------
              (Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.



Date  December 29, 1997     By  /s/ Thomas M. Kelly
      -----------------        ----------------------------
                               Executive Vice President and
                               Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative.  The name
and title of the person signing the form shall be typed or printed
beneath the signature.  If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).


                               GENERAL INSTRUCTIONS

   1. This form is required by Rule 12b-25 (17 C.F.R. 240.12b-25) of
      the General Rules and Regulations under the Securities Exchange
      Act of 1934.

   2. One signed original and four conformed copies of this form and
      amendments thereto must be completed and filed with the
      Securities and Exchange Commission, Washington, D.C.  20549, in
      accordance with Rule 0-3 of the General Rules and Regulations
      under the Act.  The information contained in or filed with the
      form will be made a matter of public record in the Commission
      files.

   3. A manually signed copy of this form and amendments thereto shall
      be filed with each national securities exchange on which any class
      of securities of the registrant is registered.

   4. Amendments to the notifications must also be filed on form 12b-25
      but need not restate information that has been correctly furnished. 
      The form shall be clearly identified as an amended notification.

   5. Electronic Filers.  This form shall not be used by electronic files
      unable to timely file a report solely due to electronic difficulties. 
      Filers unable to submit a report within the time period prescribed
      due to difficulties in electronic filing should comply with either
      Rule 201 or Rule 202 of Regulation S-T (232.201 or 232.202 of this
      chapter) or apply for an adjustment in filing date pursuant to Rule
      13(b) of Regulation S-T (232.13(b) of this chapter).
<PAGE>


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