<PAGE>
 
As filed with the Securities and Exchange Commission on May 22, 1996
                                                        Registration No. 333-
===============================================================================

                      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)

                1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (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..     31,875  shs.   $   29.875       $  952,266
                                218,125  shs.   $    33.25        7,252,656
                               --------                          ----------

                                250,000  shs.                    $8,204,922             $2,829.28
=================================================================================================
</TABLE>


*  Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(h)(1) and 457(c), the proposed maximum aggregate offering
price for shares subject to stock options outstanding under the Plan is based
upon the actual option price and for shares issuable under the Plan but not
subject to outstanding options is based on the average of the high and low sale
prices for the Common Stock as reported on the NASDAQ National Market System for
May 13, 1996, as quoted in the Wall Street Journal.
 
<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 15th day of May, 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.

<TABLE>
<CAPTION>

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

<S>                              <C>                                   <C>
   /s/ Carl L. Campbell          President, Chief Executive            May 15, 1996
- --------------------------       Officer and Director
     Carl L. Campbell    



    /s/ Mark L. Pulaski          Senior Executive Vice President,      May 15, 1996
- ---------------------------      Chief Administrative Officer and
      Mark L. Pulaski            Chief Financial Officer
                                


    /s/ Donald F. Holt           Senior Vice President, Controller     May 15, 1996
- ---------------------------      and Principal Accounting Officer
       Donald F. Holt    

</TABLE>

                                      II-6
<PAGE>
 
<TABLE>
<CAPTION>

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

<S>                              <C>                                   <C>

  /s/ A. Joseph Antanavage       Director                              May 15, 1996
- ---------------------------
   A. Joseph Antanavage


     /s/ June B. Barry           Director                              May 15, 1996
- ---------------------------
        June B. Barry


   /s/ J. Glenn Beall, Jr.       Director                              May 15, 1996
- ---------------------------
      J. Glenn Beall, Jr.


                                 Director                              May 15, 1996
- ---------------------------
   Paul I. Detwiler, Jr.


    /s/ Donald Devorris          Director                              May 15, 1996
- ---------------------------
      Donald Devorris


   /s/ Richard W. Dewald         Director                              May 15, 1996
- ---------------------------
      Richard W. Dewald


    /s/ Gerald E. Field          Director                              May 15, 1996
- ---------------------------
       Gerald E. Field


    /s/ Walter W. Grant          Director                              May 15, 1996
- ---------------------------
       Walter W. Grant


   /s/ Philip C. Herr II         Director                              May 15, 1996
- ---------------------------
     Philip C. Herr II


   /s/ Uzal H. Martz, Jr.        Director                              May 15, 1996
- ---------------------------
     Uzal H. Martz, Jr.


    /s/ Max A. Messenger         Director                              May 15, 1996
- ---------------------------
       Max A. Messenger


  /s/ William L. Miller          Director                              May 15, 1996
- ---------------------------
     William L. Miller


     /s/ Don A. Rosini           Director                              May 15, 1996
- ---------------------------
      Don A. Rosini

</TABLE>

                                      II-7
<PAGE>
 
<TABLE>
<CAPTION>

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

<S>                              <C>                                   <C>

   /s/ F. Dale Schoeneman         Director                              May 15, 1996
- ---------------------------
    F. Dale Schoeneman


 /s/ Ronald C. Unterberger        Director                              May 15, 1996
- ---------------------------
   Ronald C. Unterberger


    /s/ G. William Ward           Director                              May 15, 1996
- ---------------------------
     G. William Ward


</TABLE>

                                      II-8
<PAGE>
 
                           KEYSTONE FINANCIAL, INC.

                1995 Non-Employee Directors' Stock Option Plan

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

                            REGISTRATION STATEMENT
                                  ON FORM S-8

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

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

<TABLE>
<CAPTION>


                                                                                                Page Number
                                                                                               in Sequential
Exhibit                                                                                          Numbering
  No.                         Description and Method of Filing                                    System
- -------                       --------------------------------                                 -------------
<S>          <C>                                                                               <C>
  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

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29929}]
{"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": "333-04281", "film-number": "96571045"}, "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 May 22, 1996
                                                        Registration No. 333-
===============================================================================

                      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)

                1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (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..     31,875  shs.   $   29.875       $  952,266
                                218,125  shs.   $    33.25        7,252,656
                               --------                          ----------

                                250,000  shs.                    $8,204,922             $2,829.28
=================================================================================================
*  Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(h)(1) and 457(c), the proposed maximum aggregate offering
price for shares subject to stock options outstanding under the Plan is based
upon the actual option price and for shares issuable under the Plan but not
subject to outstanding options is based on the average of the high and low sale
prices for the Common Stock as reported on the NASDAQ National Market System for
May 13, 1996, as quoted in the Wall Street Journal.
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 15th day of May, 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            May 15, 1996
- --------------------------       Officer and Director
     Carl L. Campbell    

    /s/ Mark L. Pulaski          Senior Executive Vice President,      May 15, 1996
- ---------------------------      Chief Administrative Officer and
      Mark L. Pulaski            Chief Financial Officer
                                

    /s/ Donald F. Holt           Senior Vice President, Controller     May 15, 1996
- ---------------------------      and Principal Accounting Officer
       Donald F. Holt
II-6
Signature                        Capacity                         Date
       ---------                        --------                         ----
/s/ A. Joseph Antanavage       Director                              May 15, 1996
- ---------------------------
   A. Joseph Antanavage

     /s/ June B. Barry           Director                              May 15, 1996
- ---------------------------
        June B. Barry

   /s/ J. Glenn Beall, Jr.       Director                              May 15, 1996
- ---------------------------
      J. Glenn Beall, Jr.

                                 Director                              May 15, 1996
- ---------------------------
   Paul I. Detwiler, Jr.

    /s/ Donald Devorris          Director                              May 15, 1996
- ---------------------------
      Donald Devorris

   /s/ Richard W. Dewald         Director                              May 15, 1996
- ---------------------------
      Richard W. Dewald

    /s/ Gerald E. Field          Director                              May 15, 1996
- ---------------------------
       Gerald E. Field

    /s/ Walter W. Grant          Director                              May 15, 1996
- ---------------------------
       Walter W. Grant

   /s/ Philip C. Herr II         Director                              May 15, 1996
- ---------------------------
     Philip C. Herr II

   /s/ Uzal H. Martz, Jr.        Director                              May 15, 1996
- ---------------------------
     Uzal H. Martz, Jr.

    /s/ Max A. Messenger         Director                              May 15, 1996
- ---------------------------
       Max A. Messenger

  /s/ William L. Miller          Director                              May 15, 1996
- ---------------------------
     William L. Miller

     /s/ Don A. Rosini           Director                              May 15, 1996
- ---------------------------
      Don A. Rosini
II-7
Signature                        Capacity                         Date
       ---------                        --------                         ----
/s/ F. Dale Schoeneman         Director                              May 15, 1996
- ---------------------------
    F. Dale Schoeneman

 /s/ Ronald C. Unterberger        Director                              May 15, 1996
- ---------------------------
   Ronald C. Unterberger

    /s/ G. William Ward           Director                              May 15, 1996
- ---------------------------
     G. William Ward
II-8
KEYSTONE FINANCIAL, INC.

                1995 Non-Employee Directors' Stock Option Plan

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

                            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