SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)
FIRST KEYSTONE FINANCIAL, INC.
_____________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
_____________________________________________________________________________
(Title of Class of Securities)
320655 10 3
_____________________________________________________________________________
(CUSIP Number)
December 31, 1999
_____________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
Page 1 of 6 Pages
CUSIP NO. 320655 10 3 Page 2 of 6 Pages
_____________________ _________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Keystone Financial, Inc. Employee Stock Ownership Plan Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
174,720
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
124,930
- -----------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
174,720
- -----------------------------------------------------------------------------
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
124,930
- -----------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,650
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.31%
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12. TYPE OF REPORTING PERSON
EP
CUSIP NO. 320655 10 3 Page 3 of 6 Pages
_____________________ _________________
ITEM 1(a) NAME OF ISSUER:
First Keystone Financial, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
22 West State Street
Media, Pennsylvania 19063
ITEM 2(a) NAME OF PERSON FILING:
First Keystone Financial, Inc. Employee Stock Ownership Plan Trust.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
First Keystone Financial, Inc.
22 West State Street
Media, Pennsylvania 19063
ITEM 2(c) CITIZENSHIP:
United States
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(e) CUSIP NUMBER:
320655 10 3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS:
[x] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
299,650
CUSIP NO. 320655 10 3 Page 4 of 6 Pages
_____________________ _________________
(b) Percent of class:
13.31% (Based upon 2,251,716 shares issued and outstanding at
December 31, 1999.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 174,720
(ii) Shared power to vote or to direct the vote 124,930
(iii) Sole power to dispose or to direct the disposition of
174,720
(iv) Shared power to dispose or to direct the disposition of
124,930
The First Keystone Financial, Inc. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the First Keystone
Financial, Inc. Employee Stock Ownership Plan ("ESOP"). Under
the terms of the ESOP, the Trustees must vote the allocated
shares held in the ESOP in accordance with the instructions of
the participating employees. Unallocated shares held in the ESOP
will be voted by the ESOP Trustees in the same proportion for and
against proposals to shareholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to
their individual accounts. Any allocated shares which either
abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each
proposal by the participants and beneficiaries.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Edward Calderoni, Edmond Jones and Donald A. Purdy ("Trustees")
of the Trust, which holds 299,650 shares of common stock of which
124,930 shares had been or were in the process of being allocated
to the accounts of participating employees as of December 31,
1999 and 174,720 shares of common stock which have not yet been
allocated to the accounts of participating employees, and which
will be voted by the Trustees pursuant to the terms of the ESOP
and may be deemed to be beneficially owned by the Trust. The
ESOP does not own more than 5% on behalf of another person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
CUSIP NO. 320655 10 3 Page 5 of 6 Pages
_____________________ _________________
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, we certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP NO. 320655 10 3 Page 6 of 6 Pages
_____________________ _________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
FIRST KEYSTONE FINANCIAL, INC. EMPLOYEE STOCK
OWNERSHIP PLAN TRUST
Date: February 14, 2000 By: /s/ Edward Calderoni
--------------------------------------
Name: Edward Calderoni
Trustee for First Keystone Financial,
Inc. Employee Stock Ownership Plan Trust
Date: February 14, 2000 By: /s/ Edmond Jones
--------------------------------------
Name: Edmond Jones
Trustee for First Keystone Financial,
Inc. Employee Stock Ownership Plan Trust
Date: February 14, 2000 By: /s/ Donald A. Purdy
--------------------------------------
Name: Donald A. Purdy
Trustee for First Keystone Financial,
Inc. Employee Stock Ownership Plan Trust
