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 issuer 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, N. Front & Market Streets,
P.O. Box 3660, Harrisburg, Pennsylvania                   17105-3660
(Address of Principal Executive Offices)                  (Zip Code)

                                   __________

                 FINANCIAL TRUST CORP STOCK OPTION PLAN OF 1992
                            (Full title of the plan)
                                   __________

                Ben G. Rooke, Esquire, Keystone Financial, Inc.
                 One Keystone Plaza, N. Front & Market Streets,
               P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
                                 (717) 231-5701
(Name, address and telephone number, including area code, of agent for service)
                                   __________
<TABLE>
<CAPTION>
                         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
---------------------------------------------------------------------------------------
<S>                           <C>             <C>         <C>              <C>    

Common Stock, $2.00 par value  10,012 shs.     $18.0303   $  180,519.36
                                3,414 shs.     $15.9758       54,541.38
                               10,467 shs.     $16.4606      172,293.10
                                1,117 shs.     $24.85         27,757.45
                               32,177 shs.     $25.00        804,425.00
                              -----------                 -------------
                               57,187 shs.                $1,239,536.29     $365.66
=======================================================================================
*  Pursuant  to Rule  457(h),  the  maximum  aggregate  offering  price  and the
registration  fee are  computed  on the basis of the actual  prices at which the
stock options covering the shares being registered may be exercised.
=======================================================================================
</TABLE>

<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(a) of the  Securities  Exchange  Act of 1934 (the
      "1934 Act");

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

            (c) The  description  of the  registrant's  Common Stock,  par value
      $2.00  per  share  (the  "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  subsequent  to the filing of the  annual  report on
Form 10-K  referred  to in  paragraph  (a)  above  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,  except  that the
information  included in any document in response to paragraphs  (i), (k) or (l)
of  Item  402 of  Regulation  S-K is  not  incorporated  by  reference  in  this
Registration Statement.

      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.

                                   II-1

<PAGE>

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 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 con-
      sisting 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.

                                   II-2

<PAGE>

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

      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   Bylaw.  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

                                   II-3

<PAGE>

Indemnification  Bylaw.  In  addition,  although  a  change  in law  restricting
indemnification  rights would automatically  restrict the indemnification rights
provided under the Indemnification  Bylaw, 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-8.

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.

      (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.

                                   II-4


<PAGE>

      (h)  Filing of Registration Statement on 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

      The  Registrant.  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 26th day of March, 1998.

                                                KEYSTONE FINANCIAL, INC.



                                          By  /s/ 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  Donald F. Holt,  and each of them,  the  undersigned's  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for and in the undersigned's  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 the undersigned  might or could do in person,  hereby  ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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


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

/s/ Carl L. Campbell          President, Chief Executive         March 26, 1998
----------------------------- Officer and Director

/s/ Mark L. Pulaski           Vice Chairman, Chief               March 26, 1998
----------------------------- Operating Officer, Principal 
                              Financial Officer and Director

/s/ Donald F. Holt            Senior Vice President,             March 26, 1998
----------------------------- Controller and Principal 
                              Accounting Officer

/s/ A. Joseph Antanavage, Jr. Director                           March 26, 1998
-----------------------------
 

                                   II-6


<PAGE>
          Signature                  Capacity                       Date
          ---------                  --------                       ----

/s/ June B. Barry             Director                           March 26, 1998
----------------------------       

/s/ J. Glenn Beall, Jr.       Director                           March 26, 1998
----------------------------

/s/ Paul I. Detwiler, Jr.     Director                           March 26, 1998
----------------------------    

/s/ Donald Devorris           Director                           March 26, 1998
----------------------------      

/s/ Gerald E. Field           Director                           March 26, 1998
----------------------------     

/s/ Walter W. Grant           Director                           March 26, 1998
----------------------------

/s/ Philip C. Herr, II        Director                           March 26, 1998
----------------------------

/s/ Allan W. Holman, Jr       Director                           March 26, 1998
----------------------------

/s/ Richard G. King           Director                           March 26, 1998
----------------------------

/s/ Uzal H. Martz, Jr.        Director                           March 26, 1998
----------------------------

/s/ Max A. Messenger          Director                           March 26, 1998
----------------------------
                   
/s/ William L. Miller         Director                           March 26, 1998
----------------------------

/s/ Don A. Rosini             Director                           March 26, 1998
----------------------------

/s/ F. Dale Schoeneman        Director                           March 26, 1998
----------------------------

/s/ Ronald C. Unterberger     Director                           March 26, 1998
----------------------------

/s/ G. William Ward           Director                           March 26, 1998
---------------------------- 

/s/ Ray L. Wolfe              Director                           March 26, 1998
---------------------------- 


                                   II-7


<PAGE>


                           KEYSTONE FINANCIAL, INC.

                Financial Trust Corp Stock Option Plan of 1992


                            REGISTRATION STATEMENT
                                 ON FORM S-8

                                Exhibit Index

                   (Pursuant to Item 601 of Regulation S-K)


 Exhibit
   No.                    Description and Method of Filing
--------------------------------------------------------------------------------
   4.1      Restated Articles of Incorporation of the registrant, as amended 
            through July 29, 1996 (incorporated herein by reference to Exhibit 
            4.1 to the registrant's Registration Statement on Form S-4 No. 333-
            02065).
   4.2      Bylaws  of  the   registrant,   as  amended  to  November  21,  1996
            (incorporated  herein by reference to Exhibit 3 to the  registrant's
            Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
            1997).
   4.3      Keystone  Financial,  Inc. Series A Junior  Participating  Preferred
            Stock  Rights  Agreement  dated  as of June 25,  1990  (incorporated
            herein  by  reference  to  Exhibit  1 to the  registrant's  Form 8-A
            Registration Statement dated January 25, 1990).
   4.4      Amendment No. 1 to Series A Junior Participating Preferred Stock 
            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).
   5.1      Opinion of Reed Smith Shaw & McClay LLP as to the legality of the 
            shares being registered (filed herewith).
   23.1     Consent of Reed Smith Shaw & McClay LLP (contained in their opinion 
            filed herewith as Exhibit 5.1).
   23.2     Consent of Ernst & Young LLP, independent auditors (filed herewith).
   23.3     Consent of Beard & Co., independent auditors (filed herewith).
   24.1     Power of Attorney, contained on the signature page of this Regis-
            tration Statement.


                                   II-8

<PAGE>
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{"company-data": {"conformed-name": "KEYSTONE FINANCIAL INC", "cik": "0000717809", "assigned-sic": "6021", "irs-number": "232289209", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49325", "film-number": "98586794"}, "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"}}
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 issuer 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, N. Front & Market Streets,
P.O. Box 3660, Harrisburg, Pennsylvania                   17105-3660
(Address of Principal Executive Offices)                  (Zip Code)

                                   __________

                 FINANCIAL TRUST CORP STOCK OPTION PLAN OF 1992
                            (Full title of the plan)
                                   __________

                Ben G. Rooke, Esquire, Keystone Financial, Inc.
                 One Keystone Plaza, N. Front & Market Streets,
               P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
                                 (717) 231-5701
(Name, address and telephone number, including area code, 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, $2.00 par value  10,012 shs.     $18.0303   $  180,519.36
                                3,414 shs.     $15.9758       54,541.38
                               10,467 shs.     $16.4606      172,293.10
                                1,117 shs.     $24.85         27,757.45
                               32,177 shs.     $25.00        804,425.00
                              -----------                 -------------
                               57,187 shs.                $1,239,536.29     $365.66
=======================================================================================
*  Pursuant  to Rule  457(h),  the  maximum  aggregate  offering  price  and the
registration  fee are  computed  on the basis of the actual  prices at which the
stock options covering the shares being registered may be exercised.
=======================================================================================
PART II

                             INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

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

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

            (c) The  description  of the  registrant's  Common Stock,  par value
      $2.00  per  share  (the  "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  subsequent  to the filing of the  annual  report on
Form 10-K  referred  to in  paragraph  (a)  above  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,  except  that the
information  included in any document in response to paragraphs  (i), (k) or (l)
of  Item  402 of  Regulation  S-K is  not  incorporated  by  reference  in  this
Registration Statement.

      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.

                                   II-1
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 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 con-
      sisting 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.

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

      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   Bylaw.  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

                                   II-3
Indemnification  Bylaw.  In  addition,  although  a  change  in law  restricting
indemnification  rights would automatically  restrict the indemnification rights
provided under the Indemnification  Bylaw, 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-8.

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.

      (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.

                                   II-4
(h)  Filing of Registration Statement on 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

      The  Registrant.  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 26th day of March, 1998.

                                                KEYSTONE FINANCIAL, INC.

                                          By  /s/ 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  Donald F. Holt,  and each of them,  the  undersigned's  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for and in the undersigned's  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 the undersigned  might or could do in person,  hereby  ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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

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

/s/ Carl L. Campbell          President, Chief Executive         March 26, 1998
----------------------------- Officer and Director

/s/ Mark L. Pulaski           Vice Chairman, Chief               March 26, 1998
----------------------------- Operating Officer, Principal 
                              Financial Officer and Director

/s/ Donald F. Holt            Senior Vice President,             March 26, 1998
----------------------------- Controller and Principal 
                              Accounting Officer

/s/ A. Joseph Antanavage, Jr. Director                           March 26, 1998
-----------------------------
 

                                   II-6
Signature                  Capacity                       Date
          ---------                  --------                       ----

/s/ June B. Barry             Director                           March 26, 1998
----------------------------       

/s/ J. Glenn Beall, Jr.       Director                           March 26, 1998
----------------------------

/s/ Paul I. Detwiler, Jr.     Director                           March 26, 1998
----------------------------    

/s/ Donald Devorris           Director                           March 26, 1998
----------------------------      

/s/ Gerald E. Field           Director                           March 26, 1998
----------------------------     

/s/ Walter W. Grant           Director                           March 26, 1998
----------------------------

/s/ Philip C. Herr, II        Director                           March 26, 1998
----------------------------

/s/ Allan W. Holman, Jr       Director                           March 26, 1998
----------------------------

/s/ Richard G. King           Director                           March 26, 1998
----------------------------

/s/ Uzal H. Martz, Jr.        Director                           March 26, 1998
----------------------------

/s/ Max A. Messenger          Director                           March 26, 1998
----------------------------
                   
/s/ William L. Miller         Director                           March 26, 1998
----------------------------

/s/ Don A. Rosini             Director                           March 26, 1998
----------------------------

/s/ F. Dale Schoeneman        Director                           March 26, 1998
----------------------------

/s/ Ronald C. Unterberger     Director                           March 26, 1998
----------------------------

/s/ G. William Ward           Director                           March 26, 1998
---------------------------- 

/s/ Ray L. Wolfe              Director                           March 26, 1998
---------------------------- 

                                   II-7
KEYSTONE FINANCIAL, INC.

                Financial Trust Corp Stock Option Plan of 1992

                            REGISTRATION STATEMENT
                                 ON FORM S-8

                                Exhibit Index

                   (Pursuant to Item 601 of Regulation S-K)

 Exhibit
   No.                    Description and Method of Filing
--------------------------------------------------------------------------------
   4.1      Restated Articles of Incorporation of the registrant, as amended 
            through July 29, 1996 (incorporated herein by reference to Exhibit 
            4.1 to the registrant's Registration Statement on Form S-4 No. 333-
            02065).
   4.2      Bylaws  of  the   registrant,   as  amended  to  November  21,  1996
            (incorporated  herein by reference to Exhibit 3 to the  registrant's
            Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
            1997).
   4.3      Keystone  Financial,  Inc. Series A Junior  Participating  Preferred
            Stock  Rights  Agreement  dated  as of June 25,  1990  (incorporated
            herein  by  reference  to  Exhibit  1 to the  registrant's  Form 8-A
            Registration Statement dated January 25, 1990).
   4.4      Amendment No. 1 to Series A Junior Participating Preferred Stock 
            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).
   5.1      Opinion of Reed Smith Shaw & McClay LLP as to the legality of the 
            shares being registered (filed herewith).
   23.1     Consent of Reed Smith Shaw & McClay LLP (contained in their opinion 
            filed herewith as Exhibit 5.1).
   23.2     Consent of Ernst & Young LLP, independent auditors (filed herewith).
   23.3     Consent of Beard & Co., independent auditors (filed herewith).
   24.1     Power of Attorney, contained on the signature page of this Regis-
            tration Statement.

                                   II-8