<PAGE>

                                                       Registration No.33-
                                                                          -----
                                                       Filed August 5, 1996    
                                                       
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

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

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

                            First Keystone Financial, Inc.
- --------------------------------------------------------------------------------
       (Exact Name of Registrant as specified in its Articles of Incorporation)

    Pennsylvania                                         23-0469351         
- -----------------------                          ---------------------------
(State of incorporation)                       (IRS Employer Identification No.)

                                 22 West State Street
                              Media, Pennsylvania  19063
- --------------------------------------------------------------------------------
             (Address of principal executive offices, including zip code)


            First Keystone Financial, Inc. 1995 Stock Option Plan         
- --------------------------------------------------------------------------------
                               (Full Title of the Plan)


Donald S. Guthrie                        Copies to:   
President and Chief                      Raymond A. Tiernan, Esq.
 Executive Officer                       Philip Ross Bevan, Esq.
First Keystone Financial, Inc.           Elias, Matz, Tiernan & Herrick L.L.P.
22 West State Street                     734 15th Street, N.W.
Media, Pennsylvania  19063               Washington, D.C.  20005
(610) 565-6210                           (202) 347-0300

- ------------------------------
(Name, address and telephone number of
agent for service)


                                  Page 1 of 25 pages
                        Index to Exhibits is located on page 6

<PAGE>

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
   Title of          
  Securities     Amount      Proposed Maximum  Proposed Maximum     Amount of  
    to be        to be        Offering Price      Aggregate       Registration 
  Registered  Registered(1)    Per Share(3)    Offering Price(3)      Fee      
- --------------------------------------------------------------------------------


Common Stock,
 par value
 $.01            125,800       $  15.00(2)      $1,887,000(2)        $650.69

Common Stock,
 par value $.01   10,200       $  16.75(4)         170,850(4)          58.91
                 -------                         ---------            ------
Total                                           $2,057,850           $709.60
                                                 ---------            ------
                                                 ---------            ------
               136,000(3)
- --------------------------------------------------------------------------------
                                                                   
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to First
Keystone Financial, Inc. (the "Company" or "Registrant") 1995 Stock Option Plan
("Option Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock, $.01 par value per share ("Common
Stock"), of the Company.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended ("Securities Act").  The Proposed Maximum Offering Price Per
Share is equal to the weighted average exercise price for options to purchase
125,800 shares of Common Stock which are outstanding under the Option Plan as of
the date hereof.

(3) Represents total number of shares currently reserved for issuance pursuant
to the Option Plan.

(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act.  The Proposed
Maximum Offering Price Per Share for 10,200 shares for which stock options have
not been granted under the Option Plan is equal to the average of the bid and
ask prices of the Common Stock of the Company on August 1, 1996 on the Nasdaq
National Market System.

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

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.


                                          2

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)  The Company's Annual Report on Form 10-KSB for the year ended
              September 30, 1995.

         (b)  All reports filed by the Company pursuant to Section 13(a) or
              15(d) of the Securities Exchange Act of 1934, as amended
              ("Exchange Act"), since  the end of the fiscal year covered by
              the Form 10-KSB referred to in clause (a) above.

         (c)  The description of the Common Stock of the Company contained in
              the Company's Registration Statement on Form 8-A (Commission File
              No. 0-25328) filed with the Commission on December 29, 1994.

         (d)  All documents filed by the Company pursuant to Sections 13(a),
              13(c), 14 or 15(d) of the Exchange Act after the date hereof and
              prior to the filing of a post-effective amendment which indicates
              that all securities offered have been sold or which deregisters
              all securities then remaining unsold.

    Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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 since the Company's Common Stock is registered under Section
12 of the Exchange Act.

ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.


                                          3

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    In accordance with the Business Corporation Law of the Commonwealth of
Pennsylvania, Article 8 of the Registrant's Amended and Restated Articles of
Incorporation provide as follows:

    ARTICLE 8.     INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   AGENTS.

         A.   PERSONAL LIABILITY OF DIRECTORS.  A director of the Corporation
    shall not be personally liable for monetary damages for any action taken,
    or any failure to take any action, as a director except to the extent that
    by law a director's liability for monetary damages may not be limited.

         B.   INDEMNIFICATION.  The Corporation shall indemnify any person who
    was or is a party or is threatened to be made a party to any threatened,
    pending or completed action, suit or proceeding, including actions by or in
    the right of the Corporation, 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, partnership, joint venture, trust or other enterprise,
    against expenses (including attorneys' fees), judgments, fines and amounts
    paid in settlement actually and reasonably incurred by such person in
    connection with such action, suit or proceeding to the full extent
    permissible under Pennsylvania law.

         C.   ADVANCEMENT OF EXPENSES.  Reasonable expenses incurred by an
    officer, director, employee or agent of the Corporation in defending a
    civil or criminal action, suit or proceeding described in Section B of this
    Article 8 may be paid by the Corporation in advance of the final
    disposition of such action, suit or proceeding upon receipt of an
    undertaking by or on behalf of such person to repay such amount if it shall
    ultimately be determined that the person is not entitled to be indemnified
    by the Corporation.

         D.   OTHER RIGHTS.  The indemnification and advancement of expenses
    provided by or pursuant to this Article 8 shall not be deemed exclusive of
    any other rights to which those seeking indemnification or advancement of
    expenses may be entitled under any insurance or other agreement, vote of
    stockholders or directors or otherwise, both as to actions in their
    official capacity and as to actions in another capacity while holding an
    office, and shall continue as to a person who has ceased to be a director,
    officer, employee or agent and shall inure to the benefit of the heirs,
    executors and administrators of such person.

         E.   INSURANCE.  The Corporation shall have the power to purchase and
    maintain insurance on behalf of any person who is or was a director,
    officer,


                                          4

<PAGE>

    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, partnership, joint venture, trust or other enterprise, against
    any liability asserted against him 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 him against such liability
    under the provisions of this Article 8.

         F.   SECURITY FUND; INDEMNITY AGREEMENTS.  By action of the Board of
    Directors (notwithstanding their interest in the transaction), the
    Corporation may create and fund a trust fund or fund of any nature, and may
    enter into agreements with its officers, directors, employees and agents
    for the purpose of securing or insuring in any manner its obligation to
    indemnify or advance expenses provided for in this Article 8.

         G.   MODIFICATION.  The duties of the Corporation to indemnify and to
    advance expenses to any person as provided in this Article 8 shall be in
    the nature of a contract between the Corporation and each such person, and
    no amendment or repeal of any provision of this Article 8, and no amendment
    or termination of any trust or other fund created pursuant to Section F of
    this Article 8, shall alter to the detriment of such person the right of
    such person to the advance of expenses or indemnification related to a
    claim based on an act or failure to act which took place prior to such
    amendment, repeal or termination.

         H.   PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.  Notwithstanding
    any other provision of this Article 8, the Corporation shall not indemnify
    a director, officer, employee or agent for any liability incurred in an
    action, suit or proceeding initiated (which shall not be deemed to include
    counter-claims or affirmative defenses) or participated in as an intervenor
    or amicus curiae by the person seeking indemnification unless such
    initiation of or participation in the action, suit or proceeding is
    authorized, either before or after its commencement, by the affirmative
    vote of a majority of the directors in office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.


                                          5

<PAGE>

ITEM 8.  EXHIBITS

    The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

    NO.       EXHIBIT                                                PAGE
    ---       -------                                                ----
    4         Common Stock Certificate.                              *

    5         Opinion of Elias, Matz, Tiernan & Herrick              E-1
              L.L.P. as to the legality of the securities

    23.1      Consent of Elais, Matz, Tiernan & Herrick              --
              L.L.P. (contained in the opinion included
              as Exhibit 5)

    23        Consent of Deloitte & Touche LLP                       E-4

    24        Power of attorney for any subsequent amendments
              (located in the signature pages of this 
              Registration Statement).                               --

    99.1      1995 Stock Option Plan                                 E-6



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

    *         Incorporated by reference from the Company's Registration
    Statement on Form 8-A (File No. 0-25328) filed with the Commission on
    December 29, 1994.

ITEM 9.       UNDERTAKINGS.

    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, (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, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the


                                          6

<PAGE>

Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

    2.        That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

    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.

    4.        That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.

    5.        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 
Securities Act of 1933 and will be governed by the final adjudication of such 
issue.


                                          7

<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 the City of Media, Commonwealth of Pennsylvania, on this 26th day
of July 1996.

                                  FIRST KEYSTONE FINANCIAL, INC.


                                  By:/s/Donald S. Gutherie               
                                     ------------------------------------
                                     Donald S. Guthrie, President, Chief
                                      Executive Officer and Director


    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.  Each person whose signature appears
below hereby makes, constitutes and appoints Donald S. Guthrie his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.


/s/Donald S. Gutherie                                 August 5, 1996
- --------------------------------------
Donald S. Guthrie
President, Chief Executive Officer
 and Director
(principal executive officer)


/s/Thomas M. Kelly                                    August 5, 1996
- --------------------------------------
Thomas M. Kelly
Executive Vice President, Treasurer
 and Chief Financial Officer
 (principal financial and
 accounting officer)


/s/Donald A. Purdy                                    August 5, 1996
- --------------------------------------
Donald A. Purdy
Chairman of the Board


                                          8

<PAGE>


/s/Charles E. Rankin                                  August 5, 1996
- -------------------------------------
Charles E. Rankin
Vice Chairman of the Board


/s/William K. Betts                                   August 5, 1996
- -------------------------------------
William K. Betts
Director


/s/Edward Calderoni                                   August 5, 1996
- -------------------------------------
Edward Calderoni
Director


/s/Silvio F. D'Ignazio                                August 5, 1996
- -------------------------------------
Silvio F. D'Ignazio
Director


/s/Oliver J. Faulkner                                August 5, 1996
- -------------------------------------
Oliver J. Faulkner
Director


/s/Edmund Jones                                      August 5, 1996
- -------------------------------------
Edmund Jones
Director


/s/William F. Letts                                  August 5, 1996
- -------------------------------------
William F. Letts
Director


/s/Walter J. Lewicki                                 August 5, 1996
- -------------------------------------
Walter J. Lewicki
Director


/s/Joan G. Taylor                                    August 5, 1996
- -------------------------------------
Joan G. Taylor
Director


                                          9
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{"company-data": {"conformed-name": "FIRST KEYSTONE FINANCIAL INC", "cik": "0000856751", "assigned-sic": "6035", "irs-number": "232576479", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09565", "film-number": "96603903"}, "business-address": {"street1": "22 WEST STATE ST", "city": "MEDIA", "state": "PA", "zip": "19063", "phone": "6105656210"}}
Registration No.33-
                                                                          -----
                                                       Filed August 5, 1996    
                                                       
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

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

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

                            First Keystone Financial, Inc.
- --------------------------------------------------------------------------------
       (Exact Name of Registrant as specified in its Articles of Incorporation)

    Pennsylvania                                         23-0469351         
- -----------------------                          ---------------------------
(State of incorporation)                       (IRS Employer Identification No.)

                                 22 West State Street
                              Media, Pennsylvania  19063
- --------------------------------------------------------------------------------
             (Address of principal executive offices, including zip code)

            First Keystone Financial, Inc. 1995 Stock Option Plan         
- --------------------------------------------------------------------------------
                               (Full Title of the Plan)

Donald S. Guthrie                        Copies to:   
President and Chief                      Raymond A. Tiernan, Esq.
 Executive Officer                       Philip Ross Bevan, Esq.
First Keystone Financial, Inc.           Elias, Matz, Tiernan & Herrick L.L.P.
22 West State Street                     734 15th Street, N.W.
Media, Pennsylvania  19063               Washington, D.C.  20005
(610) 565-6210                           (202) 347-0300

- ------------------------------
(Name, address and telephone number of
agent for service)

                                  Page 1 of 25 pages
                        Index to Exhibits is located on page 6
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
   Title of          
  Securities     Amount      Proposed Maximum  Proposed Maximum     Amount of  
    to be        to be        Offering Price      Aggregate       Registration 
  Registered  Registered(1)    Per Share(3)    Offering Price(3)      Fee      
- --------------------------------------------------------------------------------

Common Stock,
 par value
 $.01            125,800       $  15.00(2)      $1,887,000(2)        $650.69

Common Stock,
 par value $.01   10,200       $  16.75(4)         170,850(4)          58.91
                 -------                         ---------            ------
Total                                           $2,057,850           $709.60
                                                 ---------            ------
                                                 ---------            ------
               136,000(3)
- --------------------------------------------------------------------------------
                                                                   
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to First
Keystone Financial, Inc. (the "Company" or "Registrant") 1995 Stock Option Plan
("Option Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock, $.01 par value per share ("Common
Stock"), of the Company.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended ("Securities Act").  The Proposed Maximum Offering Price Per
Share is equal to the weighted average exercise price for options to purchase
125,800 shares of Common Stock which are outstanding under the Option Plan as of
the date hereof.

(3) Represents total number of shares currently reserved for issuance pursuant
to the Option Plan.

(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act.  The Proposed
Maximum Offering Price Per Share for 10,200 shares for which stock options have
not been granted under the Option Plan is equal to the average of the bid and
ask prices of the Common Stock of the Company on August 1, 1996 on the Nasdaq
National Market System.

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

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.

                                          2
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)  The Company's Annual Report on Form 10-KSB for the year ended
              September 30, 1995.

         (b)  All reports filed by the Company pursuant to Section 13(a) or
              15(d) of the Securities Exchange Act of 1934, as amended
              ("Exchange Act"), since  the end of the fiscal year covered by
              the Form 10-KSB referred to in clause (a) above.

         (c)  The description of the Common Stock of the Company contained in
              the Company's Registration Statement on Form 8-A (Commission File
              No. 0-25328) filed with the Commission on December 29, 1994.

         (d)  All documents filed by the Company pursuant to Sections 13(a),
              13(c), 14 or 15(d) of the Exchange Act after the date hereof and
              prior to the filing of a post-effective amendment which indicates
              that all securities offered have been sold or which deregisters
              all securities then remaining unsold.

    Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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 since the Company's Common Stock is registered under Section
12 of the Exchange Act.

ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

                                          3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    In accordance with the Business Corporation Law of the Commonwealth of
Pennsylvania, Article 8 of the Registrant's Amended and Restated Articles of
Incorporation provide as follows:

    ARTICLE 8.     INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   AGENTS.

         A.   PERSONAL LIABILITY OF DIRECTORS.  A director of the Corporation
    shall not be personally liable for monetary damages for any action taken,
    or any failure to take any action, as a director except to the extent that
    by law a director's liability for monetary damages may not be limited.

         B.   INDEMNIFICATION.  The Corporation shall indemnify any person who
    was or is a party or is threatened to be made a party to any threatened,
    pending or completed action, suit or proceeding, including actions by or in
    the right of the Corporation, 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, partnership, joint venture, trust or other enterprise,
    against expenses (including attorneys' fees), judgments, fines and amounts
    paid in settlement actually and reasonably incurred by such person in
    connection with such action, suit or proceeding to the full extent
    permissible under Pennsylvania law.

         C.   ADVANCEMENT OF EXPENSES.  Reasonable expenses incurred by an
    officer, director, employee or agent of the Corporation in defending a
    civil or criminal action, suit or proceeding described in Section B of this
    Article 8 may be paid by the Corporation in advance of the final
    disposition of such action, suit or proceeding upon receipt of an
    undertaking by or on behalf of such person to repay such amount if it shall
    ultimately be determined that the person is not entitled to be indemnified
    by the Corporation.

         D.   OTHER RIGHTS.  The indemnification and advancement of expenses
    provided by or pursuant to this Article 8 shall not be deemed exclusive of
    any other rights to which those seeking indemnification or advancement of
    expenses may be entitled under any insurance or other agreement, vote of
    stockholders or directors or otherwise, both as to actions in their
    official capacity and as to actions in another capacity while holding an
    office, and shall continue as to a person who has ceased to be a director,
    officer, employee or agent and shall inure to the benefit of the heirs,
    executors and administrators of such person.

         E.   INSURANCE.  The Corporation shall have the power to purchase and
    maintain insurance on behalf of any person who is or was a director,
    officer,

                                          4
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, partnership, joint venture, trust or other enterprise, against
    any liability asserted against him 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 him against such liability
    under the provisions of this Article 8.

         F.   SECURITY FUND; INDEMNITY AGREEMENTS.  By action of the Board of
    Directors (notwithstanding their interest in the transaction), the
    Corporation may create and fund a trust fund or fund of any nature, and may
    enter into agreements with its officers, directors, employees and agents
    for the purpose of securing or insuring in any manner its obligation to
    indemnify or advance expenses provided for in this Article 8.

         G.   MODIFICATION.  The duties of the Corporation to indemnify and to
    advance expenses to any person as provided in this Article 8 shall be in
    the nature of a contract between the Corporation and each such person, and
    no amendment or repeal of any provision of this Article 8, and no amendment
    or termination of any trust or other fund created pursuant to Section F of
    this Article 8, shall alter to the detriment of such person the right of
    such person to the advance of expenses or indemnification related to a
    claim based on an act or failure to act which took place prior to such
    amendment, repeal or termination.

         H.   PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.  Notwithstanding
    any other provision of this Article 8, the Corporation shall not indemnify
    a director, officer, employee or agent for any liability incurred in an
    action, suit or proceeding initiated (which shall not be deemed to include
    counter-claims or affirmative defenses) or participated in as an intervenor
    or amicus curiae by the person seeking indemnification unless such
    initiation of or participation in the action, suit or proceeding is
    authorized, either before or after its commencement, by the affirmative
    vote of a majority of the directors in office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.

                                          5
ITEM 8.  EXHIBITS

    The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

    NO.       EXHIBIT                                                PAGE
    ---       -------                                                ----
    4         Common Stock Certificate.                              *

    5         Opinion of Elias, Matz, Tiernan & Herrick              E-1
              L.L.P. as to the legality of the securities

    23.1      Consent of Elais, Matz, Tiernan & Herrick              --
              L.L.P. (contained in the opinion included
              as Exhibit 5)

    23        Consent of Deloitte & Touche LLP                       E-4

    24        Power of attorney for any subsequent amendments
              (located in the signature pages of this 
              Registration Statement).                               --

    99.1      1995 Stock Option Plan                                 E-6

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

    *         Incorporated by reference from the Company's Registration
    Statement on Form 8-A (File No. 0-25328) filed with the Commission on
    December 29, 1994.

ITEM 9.       UNDERTAKINGS.

    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, (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, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the

                                          6
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

    2.        That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

    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.

    4.        That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.

    5.        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 
Securities Act of 1933 and will be governed by the final adjudication of such 
issue.

                                          7
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 the City of Media, Commonwealth of Pennsylvania, on this 26th day
of July 1996.

                                  FIRST KEYSTONE FINANCIAL, INC.

                                  By:/s/Donald S. Gutherie               
                                     ------------------------------------
                                     Donald S. Guthrie, President, Chief
                                      Executive Officer and Director

    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.  Each person whose signature appears
below hereby makes, constitutes and appoints Donald S. Guthrie his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.

/s/Donald S. Gutherie                                 August 5, 1996
- --------------------------------------
Donald S. Guthrie
President, Chief Executive Officer
 and Director
(principal executive officer)

/s/Thomas M. Kelly                                    August 5, 1996
- --------------------------------------
Thomas M. Kelly
Executive Vice President, Treasurer
 and Chief Financial Officer
 (principal financial and
 accounting officer)

/s/Donald A. Purdy                                    August 5, 1996
- --------------------------------------
Donald A. Purdy
Chairman of the Board

                                          8
/s/Charles E. Rankin                                  August 5, 1996
- -------------------------------------
Charles E. Rankin
Vice Chairman of the Board

/s/William K. Betts                                   August 5, 1996
- -------------------------------------
William K. Betts
Director

/s/Edward Calderoni                                   August 5, 1996
- -------------------------------------
Edward Calderoni
Director

/s/Silvio F. D'Ignazio                                August 5, 1996
- -------------------------------------
Silvio F. D'Ignazio
Director

/s/Oliver J. Faulkner                                August 5, 1996
- -------------------------------------
Oliver J. Faulkner
Director

/s/Edmund Jones                                      August 5, 1996
- -------------------------------------
Edmund Jones
Director

/s/William F. Letts                                  August 5, 1996
- -------------------------------------
William F. Letts
Director

/s/Walter J. Lewicki                                 August 5, 1996
- -------------------------------------
Walter J. Lewicki
Director

/s/Joan G. Taylor                                    August 5, 1996
- -------------------------------------
Joan G. Taylor
Director

                                          9