<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)<F1>
First Keystone Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
320655103
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1 (b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 320655103
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 79,200*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 79,200*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 79,200*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 6.45%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 6 Pages
<PAGE>
CUSIP No. 320655103
________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 79,200*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 79,200*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 79,200*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 6.45%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 6 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of Jerome
H. Davis, with respect to the Common Stock, par value $.01 per
share (the "Common Stock") of First Keystone Financial, Inc.
("Keystone") is hereby amended as set forth below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended by the addition
of the following:
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of changing or
influencing the control of Keystone. The disposition of Common
Stock, as set forth on Schedule A hereto, reflects investment
decisions consistent with that purpose.
Other than as described above, Mr. and Mrs. Davis do not
have any plan or proposal which relates to or would result in any
of the actions enumerated in Item 4 of Schedule 13D, except that
Mr. and Mrs. Davis may make further dispositions of some or all of
the Common Stock or may acquire additional shares of Common Stock,
from time to time, depending upon price and market conditions,
evaluation of alternative investments, and other factors."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for
the purposes of this Statement is 79,200 shares, representing 6.45%
percent of the outstanding shares of Common Stock based on
1,227,875 shares of Common Stock disclosed by Keystone as
outstanding on June 27, 1997. All such shares are held in the name
of Mr. and Mrs. Davis.
(b) Subject to the matters referred to in paragraph (a)
hereof, Mr. and Mrs. Davis have shared power to vote or direct the
vote and shared power to dispose or direct the disposition of the
79,200 shares of Common Stock jointly owned by them."
B. Paragraph (c) of Item 5 is hereby by the addition
of the following:
"Mr. Davis directed the sale of an aggregate of 32,500
shares of Common Stock beneficially owned by Mr. and Mrs. Davis,
and received, aggregate consideration of $747,437.50. A
description of all transactions in the shares of Common Stock which
have been effected by Mr. and Mrs. Davis since May 2, 1997 is set
forth in Schedule A attached hereto and is incorporated herein by
reference."
Page 4 of 6 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
6/27/97 Jerome H. Davis
Date (Signature)
6/27/97 Susan B. Davis
Date (Signature)
Page 5 of 6 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of First Keystone Financial, Inc.
Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. Davis
and Susan B. Davis:
1. 6/11/97 (10,000) $22.875 OTC *<F4>
2. 6/17/97 (5,000) 22.875 OTC *<F4>
3. 6/19/97 (5,000) 22.875 OTC *<F4>
4. 6/23/97 (3,500) 23.25 OTC *<F4>
5. 6/25/97 (5,500) 23.125 OTC *<F4>
6. 6/27/97 (3,500) 23.25 OTC *<F4>
_________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mrs. and/or Mr.
Davis.
</FN
</TABLE>
Page 6 of 6 Pages
