<PAGE>
 
As filed with the Securities and Exchange Commission on March 29, 1996
                                               
                                                 Registration No. 33-

==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ---------------


                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                               ---------------


                           KEYSTONE FINANCIAL, INC.
            (Exact name of registrant as specified in its charter)

               Pennsylvania                             23-2289209
     (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

One Keystone Plaza, Front and Market Streets
  P.O. Box 3660, Harrisburg, Pennsylvania                17105-3660
  (Address of Principal Executive Offices)               (Zip Code)

      1994 EMPLOYEE STOCK OPTION PLAN OF NATIONAL AMERICAN BANCORP, INC.
                           (Full title of the plan)

                               ---------------

                            Ben G. Rooke, Esquire
                 Keystone Financial, Inc., One Keystone Plaza
                   Front and Market Streets, P.O. Box 3660
                     Harrisburg, Pennsylvania 17105-3660
                                (717) 231-5701
          (Name, address and telephone number of agent for service)

                               ---------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
 
         Title of                               Proposed        Proposed
        securities                  Amount       maximum         maximum       Amount of
          to be                     to be     offering price    aggregate     registration
        registered                registered    per share*    offering price      fee
<S>                              <C>          <C>             <C>             <C>
------------------------------------------------------------------------------------------
Common Stock, $2 par value..     23,000 shs.      $17.50         $402,500        $138.79
==========================================================================================
</TABLE>

* Pursuant to Rule 457(h)(1), the aggregate offering price and the
registration fee are computed upon the basis of the actual price at which the
options covering the shares being registered may be exercised.
==============================================================================
 
<PAGE>
 
                                    PART II

                            INFORMATION REQUIRED IN
                            REGISTRATION STATEMENT


  Item 3.  Incorporation of Certain Documents by Reference

        The following documents filed by the registrant with the Securities and
  Exchange Commission (File No. 0-11460) are incorporated by reference in this
  Registration Statement:

              (a)  The registrant's latest annual report on Form 10-K filed
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
        (the "1934 Act");

              (b)  All other reports filed by the registrant pursuant to Section
        13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered
        by the annual report on Form 10-K referred to above;

              (c)  The description of the registrant's Common Stock which is
        contained in the registrant's Current Report on Form 8-K dated July 31,
        1992, including any amendment or report filed for the purpose of
        updating such description.

        All documents filed by the registrant pursuant to Sections 13(a), 13(c),
  14 or 15(d) of the 1934 Act on or subsequent to the filing of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.

        Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this Registration Statement shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained in this Registration Statement or in any
  other contemporaneously or subsequently filed document which also is or is
  deemed to be incorporated by reference in this Registration Statement modifies
  or supersedes such statement.  Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.


  Item 4.  Description of Securities.

           Not applicable.


  Item 5.  Interests of Named Experts and Counsel.

           Not applicable.


  Item 6.  Indemnification of Directors and Officers.

        1.  Pennsylvania Business Corporation Law.  Sections 1741 and 1742 of
  the Pennsylvania Business Corporation Law (the "BCL") provide that a business
  corporation shall have the power to indemnify any person who was or is a
  party, or is threatened to be made a party, to any proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation or other enterprise, against expenses
  (including attorneys' fees), judgments, fines and

                                      II-1
<PAGE>
 
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such proceeding, if such person acted in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests
  of the corporation, and, with respect to any criminal proceeding, had no
  reasonable cause to believe his conduct was unlawful.  In the case of an
  action by or in the right of the corporation, such indemnification is limited
  to expenses (including attorneys' fees) actually and reasonably incurred by
  such person in connection with the defense or settlement of such action,
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person has been adjudged to be liable to the
  corporation unless, and only to the extent that, a court determines upon
  application that, despite the adjudication of liability but in view of all the
  circumstances, such person is fairly and reasonably entitled to indemnity for
  the expenses that the court deems proper.

        BCL Section 1744 provides that, unless ordered by a court, any
  indemnification referred to above shall be made by the corporation only as
  authorized in the specific case upon a determination that indemnification is
  proper in the circumstances because the indemnitee has met the applicable
  standard of conduct.  Such determination shall be made:

              (1)  by the Board of Directors by a majority vote of a quorum
        consisting of directors who were not parties to the proceeding; or

              (2)  if such a quorum is not obtainable, or if obtainable and a
        majority vote of a quorum of disinterested directors so directs, by
        independent legal counsel in a written opinion; or

              (3)  by the shareholders.

        Notwithstanding the above, BCL Section 1743 provides that to the extent
  that a director, officer, employee or agent of a business corporation is
  successful on the merits or otherwise in defense of any proceeding referred to
  above, or in defense of any claim, issue or matter therein, such person shall
  be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by such person in connection therewith.

        BCL Section 1745 provides that expenses (including attorneys' fees)
  incurred by an officer, director, employee or agent of a business corporation
  in defending any proceeding may be paid by the corporation in advance of the
  final disposition of the proceeding upon receipt of an undertaking to repay
  the amount advanced if it is ultimately determined that the indemnitee is not
  entitled to be indemnified by the corporation.

        BCL Section 1746 provides that the indemnification and advancement of
  expenses provided by, or granted pursuant to, the foregoing provisions is not
  exclusive of any other rights to which a person seeking indemnification may be
  entitled under any bylaw, agreement, vote of shareholders or directors or
  otherwise, and that indemnification may be granted under any bylaw, agreement,
  vote of shareholders or disinterested directors or otherwise for any action
  taken or any failure to take any action whether or not the corporation would
  have the power to indemnify the person under any other provision of law and
  whether or not the indemnified liability arises or arose from any action by or
  in the right of the corporation, provided, however, that no indemnification
  may be made in any case where the act or failure to act giving rise to the
  claim for indemnification is determined by a court to have constituted willful
  misconduct or recklessness.

        BCL Section 1747 permits a Pennsylvania business corporation to purchase
  and maintain insurance on behalf of any person who is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation or other enterprise, against any liability asserted
  against such person and incurred by him in any such capacity, or arising out
  of his status as such, whether or not the corporation would have the power to
  indemnify the person against such liability under the provisions described
  above.

        2.  Indemnification By-Law.  Section 8.01 of the registrant's By-Laws
  (the "Indemnification By-Law") was adopted by the shareholders at their Annual
  Meeting held on May 28, 1987 and became effective on that date.  Under the
  Indemnification By-Law, except as prohibited by law, every director and
  officer of the registrant is

                                      II-2
<PAGE>
 
  entitled as of right to be indemnified by the registrant against all expenses
  and liabilities incurred in connection with any actual or threatened claim or
  proceeding, whether civil, criminal, administrative, investigative or other,
  whether brought by or in the right of the registrant or otherwise, in which
  the director or officer may be involved in any manner, by reason of his being
  or having been a director or officer of the registrant or by reason of the
  fact that he is or was serving at the request of the registrant as a director,
  officer, employee, fiduciary or other representative of another corporation or
  other entity.  In an action brought by a director or officer against the
  registrant, the director or officer is only entitled to indemnification for
  expenses in certain circumstances.  Each director and officer is also entitled
  as of right to have his expenses in defending an action paid in advance by the
  registrant prior to final disposition of the action, subject to any obligation
  which may be imposed to reimburse the registrant in certain events.  The
  Indemnification By-Law establishes a procedure whereby a director or officer
  may bring an action against the registrant if a written claim for
  indemnification or advancement of expenses is not paid by the registrant in
  full within thirty days after the claim has been presented.  The director or
  officer is also entitled to advancement of expenses in this proceeding.  The
  only defense to an action to recover a claim for indemnification is that the
  indemnitee's conduct was such that under Pennsylvania law the registrant is
  prohibited from indemnifying the indemnitee.  The only defense to an action to
  recover payment of expenses in advance is failure by the indemnitee to make an
  undertaking to reimburse the registrant if such an undertaking is required.

        The Indemnification By-Law applies to every action, other than actions
  filed prior to January 27, 1987, except that it does not apply to the extent
  that Pennsylvania law does not permit its application to any breach or failure
  of performance of duty by a director or officer occurring prior to January 27,
  1987.  Any amendment or repeal of the Indemnification By-Law will operate
  prospectively only and will not affect any action taken, or failure to act, by
  a director or officer prior to the adoption of such amendment or repeal.

        3.  Director and Officer Liability Insurance.  The registrant maintains
  director and officer liability insurance covering its directors and officers
  with respect to liability which they may incur in connection with their
  serving as such, which liability could include liability under the Securities
  Act of 1933.  Under the insurance, the registrant is entitled to reimbursement
  for amounts as to which the directors and officers are indemnified under the
  Indemnification By-Law.  The insurance may also provide certain additional
  coverage for the directors and officers against certain liability even though
  such liability is not subject to indemnification under the Indemnification By-
  Law.

        4.  Indemnification Agreements.  At their Annual Meeting held on May 28,
  1987, the shareholders also approved a proposed form of Indemnification
  Agreement to be entered into between the registrant and each of its present
  and future directors and such other officers, employees and agents of the
  registrant and its subsidiaries as shall be designated from time to time by
  the Board of Directors.

        The form of agreement provides essentially the same rights to
  indemnification against liabilities and expenses as are provided in the
  Indemnification By-Law.  In addition, the form of agreement requires the
  registrant to either maintain the liability insurance coverage currently in
  effect for the benefit of the contractee or to hold the contractee harmless to
  the full extent of such coverage.

        Further, the form of agreement provides that if the full indemnification
  claimed by the contractee may not be paid by the registrant because prohibited
  by law and the registrant is jointly liable with the contractee as to the
  matter for which indemnification was sought (or would be so liable if the
  registrant were joined in such matter), the contractee has a right to
  contribution from the registrant for the amount of any expenses and
  liabilities incurred by the contractee as to such matter based on the relative
  benefits received by the registrant and the contractee from the transaction
  from which the liability arose and the relative fault of the registrant
  (including the registrant's other directors, officers, employees or agents)
  and the contractee in connection with the events which resulted in such
  expenses or liability, as well as any other relevant equitable considerations.

        Under the form of agreement, a contractee is entitled to the rights to
  indemnification for expenses and liability, advancement of expenses and
  contribution provided by the agreement notwithstanding any amendment or repeal
  of the Indemnification By-Law.  In addition, although a change in law
  restricting indemnification rights

                                      II-3
<PAGE>
 
  would automatically restrict the indemnification rights provided under the
  Indemnification By-Law, the form of agreement provides that a change in law
  restricting indemnification rights will not affect the rights of a contractee
  under the agreement unless the law so requires.


  Item 7.  Exemption From Registration Claimed.

           Not applicable.


  Item 8.  Exhibits.

        An Exhibit Index, containing a list of all exhibits filed with this
  Registration Statement, is included on page II-9.


  Item 9.  Undertakings.

           (a)   Rule 415 offering.

                 The undersigned registrant hereby undertakes:

                     (1)  To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 registration statement:

                          (i)  To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment 
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)  To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the registration statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports
            filed by the registrant pursuant to section 13 or section 15(d) of
            the Securities Exchange Act of 1934 (the "1934 Act") that are
            incorporated by reference in the registration statement;

                     (2)  That, for the purpose of determining any liability
            under the 1933 Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof; and

                     (3)  To remove from registration by means of a
            post-effective amendment any of the securities being registered 
            which remain unsold at the termination of the offering.

                                      II-4
<PAGE>
 
        (b) Filings incorporating subsequent Exchange Act Documents by
  Reference.

        The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

        (h) Filing of Registration Statement of Form S-8.

        Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the provisions described under Item 6 above, or
  otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the 1933 Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.

                                      II-5
<PAGE>
 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in Harrisburg, Pennsylvania, on the 28th day of
  March, 1996.

                                          KEYSTONE FINANCIAL, INC.


                                          By  /s/ Carl. L. Campbell
                                            -----------------------
                                            Carl L. Campbell, President
                                            and Chief Executive Officer


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Carl L. Campbell, Ben G. Rooke, George R. Barr,
  Jr. and Laura H. Williams, and each of them, his true and lawful attorneys-in-
  fact and agents, with full power of substitution and resubstitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this registration
  statement, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their or his substitutes, may
  lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.

         Signature                 Capacity                       Date
         ---------                 --------                       ----


   /s/ Carl L. Campbell    President, Chief Executive          March 28, 1996
-------------------------  Officer and Director
     Carl L. Campbell    


  /s/ Mark L. Pulaski      Senior Executive Vice President,    March 28, 1996
-------------------------  Chief Administrative Officer and
    Mark L. Pulaski        Chief Financial Officer
                                    

  /s/ Donald F. Holt       Senior Vice President, Controller   March 28, 1996
-------------------------  and Principal Accounting Officer
    Donald F. Holt    


/s/ A. Joseph Antanavage   Director                            March 28, 1996
-------------------------                                
  A. Joseph Antanavage


/s/ J. Glenn Beall, Jr.    Director                            March 28, 1996
-------------------------                                
  J. Glenn Beall, Jr.

                                      II-6
<PAGE>
 
/s/ Paul I. Detwiler, Jr.   Director                           March 28, 1996
-------------------------                                
  Paul I. Detwiler, Jr.


  /s/ Donald Devorris       Director                           March 28, 1996
-------------------------                                
    Donald Devorris


/s/ Richard W. Dewald       Director                           March 28, 1996
-------------------------                                
  Richard W. Dewald


/s/ Gerald E. Field         Director                           March 28, 1996
-------------------------                                
  Gerald E. Field


/s/ William A. Gettig       Director                           March 28, 1996
-------------------------                                
  William A. Gettig


/s/ Walter W. Grant         Director                           March 28, 1996
-------------------------                                
 Walter W. Grant


                            Director                           March 28, 1996
-------------------------                                
Philip C. Herr II


/s/ Uzal H. Martz, Jr.      Director                           March 28, 1996
-------------------------                                
Uzal H. Martz, Jr.


/s/ Max A. Messenger        Director                           March 28, 1996
-------------------------                                
Max A. Messenger


/s/ William L. Miller       Director                           March 28, 1996
-------------------------                                
William L. Miller


/s/ Robert R. Mitchell      Director                           March 28, 1996
-------------------------                                
Robert R. Mitchell


/s/ Don A. Rosini           Director                           March 28, 1996
-------------------------                                
Don A. Rosini


/s/ F. Dale Schoeneman      Director                           March 28, 1996
-------------------------                                
F. Dale Schoeneman

                                      II-7
<PAGE>
 
/s/ Ronald C. Unterberger   Director                           March 28, 1996
-------------------------                                
Ronald C. Unterberger


/s/ G. William Ward         Director                           March 28, 1996
-------------------------                                
G. William Ward

                                      II-8
<PAGE>
 
                           KEYSTONE FINANCIAL, INC.

                       1994 Employee Stock Option Plan
                      of National American Bancorp, Inc.

                            ---------------------

                            REGISTRATION STATEMENT
                                 ON FORM S-8
                                      
                            ---------------------

                                Exhibit Index
                   (Pursuant to Item 601 of Regulation S-K)


                                                            Page Number
                                                            in Sequential
  Exhibit                                                   Numbering
    No.             Description and Method of Filing        System
  -------           --------------------------------        -------------

    4.1    Restated Articles of Incorporation of the
           registrant, as amended to July 21, 1994 
           (incorporated herein by reference to Exhibit
           4.1 to the registrant's Registration Statement
           on Form S-8 No. 33-82088).                             N/A

    4.2    By-Laws of the registrant, as amended to May 14,
           1992 (incorporated herein by reference to
           Exhibit 3.2 to the registrant's Form 10-K Annual
           Report for the year ended December 31, 1992).          N/A

    4.3    Rights Agreement, dated as of January 25, 1990
           (incorporated herein by reference to Exhibit 1 to
           the registrant's Form 8-A Registration Statement
           dated January 25, 1990 with respect to Series A
           Junior Participating Preferred Stock Purchase
           Rights).                                               N/A

    4.4    Amendment No. 1 to Rights Agreement, dated as of
           December 20, 1990 (incorporated herein by reference
           to Exhibit 2 to the registrant's Form 8 Amendment 
           dated December 20, 1990).                              N/A

    5.1    Opinion of Reed Smith Shaw & McClay as to the 
           legality of the shares of Common Stock being
           registered (filed herewith).                            11
 
   23.1    Consent of Reed Smith Shaw & McClay (included in 
           Exhibit 5.1 filed herewith).                           N/A
 
   23.2    Consent of Ernst & Young LLP (filed herewith).          13
 
   23.3    Consent of Coopers & Lybrand L.L.P. (filed herewith).   14
 
   23.4    Consent of Deloitte & Touche LLP (filed herewith).      15
 
   23.5    Consent of KPMG Peat Marwick LLP (filed herewith).      16
 
   24.1    Power of Attorney (set forth on page II-6 of the
           Registration Statement).                               N/A
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29174}]
{"company-data": {"conformed-name": "KEYSTONE FINANCIAL INC", "cik": "0000717809", "assigned-sic": "6022", "irs-number": "232289209", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02065", "film-number": "96541961"}, "business-address": {"street1": "ONE KEYSTONE PLZ - FRONT & MARKET STS", "street2": "P O BOX 3660", "city": "HARRISBURG", "state": "PA", "zip": "17105-3660", "phone": "7172331555"}, "mail-address": {"street1": "ONE KEYSTONE PLZ", "street2": "PO BOX 3660", "city": "HARRISBURG", "state": "PA", "zip": "171053660"}, "former-company": {"former-conformed-name": "NCB FINANCIAL CORP", "date-changed": "19850115"}}
As filed with the Securities and Exchange Commission on March 29, 1996
                                               
                                                 Registration No. 33-

==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ---------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                               ---------------

                           KEYSTONE FINANCIAL, INC.
            (Exact name of registrant as specified in its charter)

               Pennsylvania                             23-2289209
     (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

One Keystone Plaza, Front and Market Streets
  P.O. Box 3660, Harrisburg, Pennsylvania                17105-3660
  (Address of Principal Executive Offices)               (Zip Code)

      1994 EMPLOYEE STOCK OPTION PLAN OF NATIONAL AMERICAN BANCORP, INC.
                           (Full title of the plan)

                               ---------------

                            Ben G. Rooke, Esquire
                 Keystone Financial, Inc., One Keystone Plaza
                   Front and Market Streets, P.O. Box 3660
                     Harrisburg, Pennsylvania 17105-3660
                                (717) 231-5701
          (Name, address and telephone number of agent for service)

                               ---------------

                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
 
         Title of                               Proposed        Proposed
        securities                  Amount       maximum         maximum       Amount of
          to be                     to be     offering price    aggregate     registration
        registered                registered    per share*    offering price      fee
------------------------------------------------------------------------------------------
Common Stock, $2 par value..     23,000 shs.      $17.50         $402,500        $138.79
==========================================================================================
* Pursuant to Rule 457(h)(1), the aggregate offering price and the
registration fee are computed upon the basis of the actual price at which the
options covering the shares being registered may be exercised.
==============================================================================
PART II

                            INFORMATION REQUIRED IN
                            REGISTRATION STATEMENT

  Item 3.  Incorporation of Certain Documents by Reference

        The following documents filed by the registrant with the Securities and
  Exchange Commission (File No. 0-11460) are incorporated by reference in this
  Registration Statement:

              (a)  The registrant's latest annual report on Form 10-K filed
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
        (the "1934 Act");

              (b)  All other reports filed by the registrant pursuant to Section
        13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered
        by the annual report on Form 10-K referred to above;

              (c)  The description of the registrant's Common Stock which is
        contained in the registrant's Current Report on Form 8-K dated July 31,
        1992, including any amendment or report filed for the purpose of
        updating such description.

        All documents filed by the registrant pursuant to Sections 13(a), 13(c),
  14 or 15(d) of the 1934 Act on or subsequent to the filing of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.

        Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this Registration Statement shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained in this Registration Statement or in any
  other contemporaneously or subsequently filed document which also is or is
  deemed to be incorporated by reference in this Registration Statement modifies
  or supersedes such statement.  Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.

  Item 4.  Description of Securities.

           Not applicable.

  Item 5.  Interests of Named Experts and Counsel.

           Not applicable.

  Item 6.  Indemnification of Directors and Officers.

        1.  Pennsylvania Business Corporation Law.  Sections 1741 and 1742 of
  the Pennsylvania Business Corporation Law (the "BCL") provide that a business
  corporation shall have the power to indemnify any person who was or is a
  party, or is threatened to be made a party, to any proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation or other enterprise, against expenses
  (including attorneys' fees), judgments, fines and

                                      II-1
amounts paid in settlement actually and reasonably incurred by such person in
  connection with such proceeding, if such person acted in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests
  of the corporation, and, with respect to any criminal proceeding, had no
  reasonable cause to believe his conduct was unlawful.  In the case of an
  action by or in the right of the corporation, such indemnification is limited
  to expenses (including attorneys' fees) actually and reasonably incurred by
  such person in connection with the defense or settlement of such action,
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person has been adjudged to be liable to the
  corporation unless, and only to the extent that, a court determines upon
  application that, despite the adjudication of liability but in view of all the
  circumstances, such person is fairly and reasonably entitled to indemnity for
  the expenses that the court deems proper.

        BCL Section 1744 provides that, unless ordered by a court, any
  indemnification referred to above shall be made by the corporation only as
  authorized in the specific case upon a determination that indemnification is
  proper in the circumstances because the indemnitee has met the applicable
  standard of conduct.  Such determination shall be made:

              (1)  by the Board of Directors by a majority vote of a quorum
        consisting of directors who were not parties to the proceeding; or

              (2)  if such a quorum is not obtainable, or if obtainable and a
        majority vote of a quorum of disinterested directors so directs, by
        independent legal counsel in a written opinion; or

              (3)  by the shareholders.

        Notwithstanding the above, BCL Section 1743 provides that to the extent
  that a director, officer, employee or agent of a business corporation is
  successful on the merits or otherwise in defense of any proceeding referred to
  above, or in defense of any claim, issue or matter therein, such person shall
  be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by such person in connection therewith.

        BCL Section 1745 provides that expenses (including attorneys' fees)
  incurred by an officer, director, employee or agent of a business corporation
  in defending any proceeding may be paid by the corporation in advance of the
  final disposition of the proceeding upon receipt of an undertaking to repay
  the amount advanced if it is ultimately determined that the indemnitee is not
  entitled to be indemnified by the corporation.

        BCL Section 1746 provides that the indemnification and advancement of
  expenses provided by, or granted pursuant to, the foregoing provisions is not
  exclusive of any other rights to which a person seeking indemnification may be
  entitled under any bylaw, agreement, vote of shareholders or directors or
  otherwise, and that indemnification may be granted under any bylaw, agreement,
  vote of shareholders or disinterested directors or otherwise for any action
  taken or any failure to take any action whether or not the corporation would
  have the power to indemnify the person under any other provision of law and
  whether or not the indemnified liability arises or arose from any action by or
  in the right of the corporation, provided, however, that no indemnification
  may be made in any case where the act or failure to act giving rise to the
  claim for indemnification is determined by a court to have constituted willful
  misconduct or recklessness.

        BCL Section 1747 permits a Pennsylvania business corporation to purchase
  and maintain insurance on behalf of any person who is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation or other enterprise, against any liability asserted
  against such person and incurred by him in any such capacity, or arising out
  of his status as such, whether or not the corporation would have the power to
  indemnify the person against such liability under the provisions described
  above.

        2.  Indemnification By-Law.  Section 8.01 of the registrant's By-Laws
  (the "Indemnification By-Law") was adopted by the shareholders at their Annual
  Meeting held on May 28, 1987 and became effective on that date.  Under the
  Indemnification By-Law, except as prohibited by law, every director and
  officer of the registrant is

                                      II-2
entitled as of right to be indemnified by the registrant against all expenses
  and liabilities incurred in connection with any actual or threatened claim or
  proceeding, whether civil, criminal, administrative, investigative or other,
  whether brought by or in the right of the registrant or otherwise, in which
  the director or officer may be involved in any manner, by reason of his being
  or having been a director or officer of the registrant or by reason of the
  fact that he is or was serving at the request of the registrant as a director,
  officer, employee, fiduciary or other representative of another corporation or
  other entity.  In an action brought by a director or officer against the
  registrant, the director or officer is only entitled to indemnification for
  expenses in certain circumstances.  Each director and officer is also entitled
  as of right to have his expenses in defending an action paid in advance by the
  registrant prior to final disposition of the action, subject to any obligation
  which may be imposed to reimburse the registrant in certain events.  The
  Indemnification By-Law establishes a procedure whereby a director or officer
  may bring an action against the registrant if a written claim for
  indemnification or advancement of expenses is not paid by the registrant in
  full within thirty days after the claim has been presented.  The director or
  officer is also entitled to advancement of expenses in this proceeding.  The
  only defense to an action to recover a claim for indemnification is that the
  indemnitee's conduct was such that under Pennsylvania law the registrant is
  prohibited from indemnifying the indemnitee.  The only defense to an action to
  recover payment of expenses in advance is failure by the indemnitee to make an
  undertaking to reimburse the registrant if such an undertaking is required.

        The Indemnification By-Law applies to every action, other than actions
  filed prior to January 27, 1987, except that it does not apply to the extent
  that Pennsylvania law does not permit its application to any breach or failure
  of performance of duty by a director or officer occurring prior to January 27,
  1987.  Any amendment or repeal of the Indemnification By-Law will operate
  prospectively only and will not affect any action taken, or failure to act, by
  a director or officer prior to the adoption of such amendment or repeal.

        3.  Director and Officer Liability Insurance.  The registrant maintains
  director and officer liability insurance covering its directors and officers
  with respect to liability which they may incur in connection with their
  serving as such, which liability could include liability under the Securities
  Act of 1933.  Under the insurance, the registrant is entitled to reimbursement
  for amounts as to which the directors and officers are indemnified under the
  Indemnification By-Law.  The insurance may also provide certain additional
  coverage for the directors and officers against certain liability even though
  such liability is not subject to indemnification under the Indemnification By-
  Law.

        4.  Indemnification Agreements.  At their Annual Meeting held on May 28,
  1987, the shareholders also approved a proposed form of Indemnification
  Agreement to be entered into between the registrant and each of its present
  and future directors and such other officers, employees and agents of the
  registrant and its subsidiaries as shall be designated from time to time by
  the Board of Directors.

        The form of agreement provides essentially the same rights to
  indemnification against liabilities and expenses as are provided in the
  Indemnification By-Law.  In addition, the form of agreement requires the
  registrant to either maintain the liability insurance coverage currently in
  effect for the benefit of the contractee or to hold the contractee harmless to
  the full extent of such coverage.

        Further, the form of agreement provides that if the full indemnification
  claimed by the contractee may not be paid by the registrant because prohibited
  by law and the registrant is jointly liable with the contractee as to the
  matter for which indemnification was sought (or would be so liable if the
  registrant were joined in such matter), the contractee has a right to
  contribution from the registrant for the amount of any expenses and
  liabilities incurred by the contractee as to such matter based on the relative
  benefits received by the registrant and the contractee from the transaction
  from which the liability arose and the relative fault of the registrant
  (including the registrant's other directors, officers, employees or agents)
  and the contractee in connection with the events which resulted in such
  expenses or liability, as well as any other relevant equitable considerations.

        Under the form of agreement, a contractee is entitled to the rights to
  indemnification for expenses and liability, advancement of expenses and
  contribution provided by the agreement notwithstanding any amendment or repeal
  of the Indemnification By-Law.  In addition, although a change in law
  restricting indemnification rights

                                      II-3
would automatically restrict the indemnification rights provided under the
  Indemnification By-Law, the form of agreement provides that a change in law
  restricting indemnification rights will not affect the rights of a contractee
  under the agreement unless the law so requires.

  Item 7.  Exemption From Registration Claimed.

           Not applicable.

  Item 8.  Exhibits.

        An Exhibit Index, containing a list of all exhibits filed with this
  Registration Statement, is included on page II-9.

  Item 9.  Undertakings.

           (a)   Rule 415 offering.

                 The undersigned registrant hereby undertakes:

                     (1)  To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 registration statement:

                          (i)  To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment 
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)  To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the registration statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports
            filed by the registrant pursuant to section 13 or section 15(d) of
            the Securities Exchange Act of 1934 (the "1934 Act") that are
            incorporated by reference in the registration statement;

                     (2)  That, for the purpose of determining any liability
            under the 1933 Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof; and

                     (3)  To remove from registration by means of a
            post-effective amendment any of the securities being registered 
            which remain unsold at the termination of the offering.

                                      II-4
(b) Filings incorporating subsequent Exchange Act Documents by
  Reference.

        The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

        (h) Filing of Registration Statement of Form S-8.

        Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the provisions described under Item 6 above, or
  otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the 1933 Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.

                                      II-5
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in Harrisburg, Pennsylvania, on the 28th day of
  March, 1996.

                                          KEYSTONE FINANCIAL, INC.

                                          By  /s/ Carl. L. Campbell
                                            -----------------------
                                            Carl L. Campbell, President
                                            and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Carl L. Campbell, Ben G. Rooke, George R. Barr,
  Jr. and Laura H. Williams, and each of them, his true and lawful attorneys-in-
  fact and agents, with full power of substitution and resubstitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this registration
  statement, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their or his substitutes, may
  lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.

         Signature                 Capacity                       Date
         ---------                 --------                       ----

   /s/ Carl L. Campbell    President, Chief Executive          March 28, 1996
-------------------------  Officer and Director
     Carl L. Campbell    

  /s/ Mark L. Pulaski      Senior Executive Vice President,    March 28, 1996
-------------------------  Chief Administrative Officer and
    Mark L. Pulaski        Chief Financial Officer
                                    

  /s/ Donald F. Holt       Senior Vice President, Controller   March 28, 1996
-------------------------  and Principal Accounting Officer
    Donald F. Holt    

/s/ A. Joseph Antanavage   Director                            March 28, 1996
-------------------------                                
  A. Joseph Antanavage

/s/ J. Glenn Beall, Jr.    Director                            March 28, 1996
-------------------------                                
  J. Glenn Beall, Jr.

                                      II-6
/s/ Paul I. Detwiler, Jr.   Director                           March 28, 1996
-------------------------                                
  Paul I. Detwiler, Jr.

  /s/ Donald Devorris       Director                           March 28, 1996
-------------------------                                
    Donald Devorris

/s/ Richard W. Dewald       Director                           March 28, 1996
-------------------------                                
  Richard W. Dewald

/s/ Gerald E. Field         Director                           March 28, 1996
-------------------------                                
  Gerald E. Field

/s/ William A. Gettig       Director                           March 28, 1996
-------------------------                                
  William A. Gettig

/s/ Walter W. Grant         Director                           March 28, 1996
-------------------------                                
 Walter W. Grant

                            Director                           March 28, 1996
-------------------------                                
Philip C. Herr II

/s/ Uzal H. Martz, Jr.      Director                           March 28, 1996
-------------------------                                
Uzal H. Martz, Jr.

/s/ Max A. Messenger        Director                           March 28, 1996
-------------------------                                
Max A. Messenger

/s/ William L. Miller       Director                           March 28, 1996
-------------------------                                
William L. Miller

/s/ Robert R. Mitchell      Director                           March 28, 1996
-------------------------                                
Robert R. Mitchell

/s/ Don A. Rosini           Director                           March 28, 1996
-------------------------                                
Don A. Rosini

/s/ F. Dale Schoeneman      Director                           March 28, 1996
-------------------------                                
F. Dale Schoeneman

                                      II-7
/s/ Ronald C. Unterberger   Director                           March 28, 1996
-------------------------                                
Ronald C. Unterberger

/s/ G. William Ward         Director                           March 28, 1996
-------------------------                                
G. William Ward

                                      II-8
KEYSTONE FINANCIAL, INC.

                       1994 Employee Stock Option Plan
                      of National American Bancorp, Inc.

                            ---------------------

                            REGISTRATION STATEMENT
                                 ON FORM S-8
                                      
                            ---------------------

                                Exhibit Index
                   (Pursuant to Item 601 of Regulation S-K)

                                                            Page Number
                                                            in Sequential
  Exhibit                                                   Numbering
    No.             Description and Method of Filing        System
  -------           --------------------------------        -------------

    4.1    Restated Articles of Incorporation of the
           registrant, as amended to July 21, 1994 
           (incorporated herein by reference to Exhibit
           4.1 to the registrant's Registration Statement
           on Form S-8 No. 33-82088).                             N/A

    4.2    By-Laws of the registrant, as amended to May 14,
           1992 (incorporated herein by reference to
           Exhibit 3.2 to the registrant's Form 10-K Annual
           Report for the year ended December 31, 1992).          N/A

    4.3    Rights Agreement, dated as of January 25, 1990
           (incorporated herein by reference to Exhibit 1 to
           the registrant's Form 8-A Registration Statement
           dated January 25, 1990 with respect to Series A
           Junior Participating Preferred Stock Purchase
           Rights).                                               N/A

    4.4    Amendment No. 1 to Rights Agreement, dated as of
           December 20, 1990 (incorporated herein by reference
           to Exhibit 2 to the registrant's Form 8 Amendment 
           dated December 20, 1990).                              N/A

    5.1    Opinion of Reed Smith Shaw & McClay as to the 
           legality of the shares of Common Stock being
           registered (filed herewith).                            11
 
   23.1    Consent of Reed Smith Shaw & McClay (included in 
           Exhibit 5.1 filed herewith).                           N/A
 
   23.2    Consent of Ernst & Young LLP (filed herewith).          13
 
   23.3    Consent of Coopers & Lybrand L.L.P. (filed herewith).   14
 
   23.4    Consent of Deloitte & Touche LLP (filed herewith).      15
 
   23.5    Consent of KPMG Peat Marwick LLP (filed herewith).      16
 
   24.1    Power of Attorney (set forth on page II-6 of the
           Registration Statement).                               N/A