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)


                            1997 STOCK INCENTIVE PLAN
                            (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>                  <C>
Common Stock, $2.00 par value     145,000 shs.      $40.375       $  5,854,375.00
                                  259,500 shs.      $36.40625        9,447,421.88
                                  375,000 shs.      $36.3125        13,617,187.50
                                1,720,500 shs.      $33.125         56,991,562.50
                              ----------------                    ---------------
                                2,500,000 shs.                     $85,910,546.88       $29,624.33
=================================================================================================

* Pursuant to Rules 457(h) and 457(c), the offering price with respect to shares
covered by  outstanding  stock  options is based the actual  prices at which the
stock options may be exercised,  and the offering  price of the remainder of the
shares covered by the registration statement is estimated solely for purposes of
calculating the registration fee and is based on the average of the high and low
sale prices for the  registrant's  Common  Stock in the NASDAQ  National  Market
System on March 31, 1999, as reported in the Wall Street Journal.

===================================================================================================
</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 7, 1998, 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.


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

                                       2
<PAGE>

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
         consisting  of directors  who were not parties to the proceeding; or

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

                  (3)  by the shareholders.

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

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

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

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

         2. Indemnification  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

                                       3
<PAGE>

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 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.


                                       4
<PAGE>

Item 7.  Exemption From Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

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


Item 9.  Undertakings.

         (a)  Rule 415 offering.

         The undersigned registrant hereby undertakes:

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

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

                            (ii) To  reflect  in the  prospectus  any  facts  or
                  events  arising after the effective  date of the  registration
                  statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration statement;
                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

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

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

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

         (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.

                                       5
<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.



                                       6
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Harrisburg, Pennsylvania, on the 31st day of March, 1999.

                                      KEYSTONE FINANCIAL, INC.



                       By             /s/ Carl L. Campbell
                                      ------------------------------
                                      Carl L. Campbell, Chairman
                                      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          Chairman, Chief Executive Officer   March 31, 1999
----------------------------  And Director
Carl L. Campbell                     


/s/ Mark L. Pulaski           President, Chief Operating          March 31, 1999
----------------------------  Officer and Director
Mark L. Pulaski                     


/s/ Donald F. Holt            Executive Vice President, Chief     March 31, 1999
----------------------------  Financial Officer and Principal
Donald F. Holt                Accounting Officer


/s/ A. Joseph Antanavage, Jr. Director                            March 31, 1999
-----------------------------
A. Joseph Antanavage, Jr.


                                       7
<PAGE>

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

/s/ June B. Barry              Director                           March 31, 1999
-----------------------------
June B. Barry


/s/ George T. Brubaker         Director                           March 31, 1999
-----------------------------
George T. Brubaker


-----------------------------  Director                           March  ,  1999
Paul I. Detwiler, Jr.


/s/ Donald Devorris            Director                           March 31, 1999
-----------------------------
Donald Devorris


/s/ Gerald E. Field            Director                           March 31, 1999
-----------------------------
Gerald E. Field


/s/ Philip C. Herr, II         Director                           March 31, 1999
-----------------------------
Philip C. Herr, II


/s/ Allan W. Holman, Jr.       Director                           March 31, 1999
-----------------------------
Allan W. Holman, Jr.


/s/ Richard G. King            Director                           March 31, 1999
-----------------------------
Richard G. King

               
/s/ Uzal H. Martz, Jr.         Director                           March 31, 1999
-----------------------------
Uzal H. Martz, Jr.


-----------------------------  Director                           March   , 1999
Max A. Messenger


/s/ William L. Miller          Director                           March 31, 1999
-----------------------------
William L. Miller


                                       8
<PAGE>

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

/s/ Don A. Rosini              Director                           March 31, 1999
-----------------------------
Don A. Rosini

                                    
 /s/ James I. Scheiner         Director                           March 31, 1999
-----------------------------
James I. Scheiner


-----------------------------  Director                           March   , 1999
F. Dale Schoeneman


-----------------------------  Director                           March   , 1999
Molly Dickinson Shepard


/s/ Ronald C. Unterberger      Director                           March 31, 1999
-----------------------------
Ronald C. Unterberger


-----------------------------  Director                           March   , 1999
G. William Ward


-----------------------------  Director                           March   , 1999
Ray L. Wolfe


                                        9
<PAGE>


                            KEYSTONE FINANCIAL, INC.

                            1997 Stock Incentive Plan




                             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  19,  1998
                (incorporated   herein  by  reference  to  Exhibit  3.2  to  the
                registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1998).

     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.,Inc., independent auditors (filed 
                herewith).

     24.1       Power  of  Attorney,  contained  on  the  signature page to this
                Registration Statement.

                                       10
<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": "333-75593", "film-number": "99586591"}, "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)

                            1997 STOCK INCENTIVE PLAN
                            (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     145,000 shs.      $40.375       $  5,854,375.00
                                  259,500 shs.      $36.40625        9,447,421.88
                                  375,000 shs.      $36.3125        13,617,187.50
                                1,720,500 shs.      $33.125         56,991,562.50
                              ----------------                    ---------------
                                2,500,000 shs.                     $85,910,546.88       $29,624.33
=================================================================================================

* Pursuant to Rules 457(h) and 457(c), the offering price with respect to shares
covered by  outstanding  stock  options is based the actual  prices at which the
stock options may be exercised,  and the offering  price of the remainder of the
shares covered by the registration statement is estimated solely for purposes of
calculating the registration fee and is based on the average of the high and low
sale prices for the  registrant's  Common  Stock in the NASDAQ  National  Market
System on March 31, 1999, as reported in the Wall Street Journal.

===================================================================================================
PART II

                             INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

                   (a) The registrant's  latest annual report on Form 10-K filed
           pursuant to Section 13(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 7, 1998, 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.

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

                                       2
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
         consisting  of directors  who were not parties to the proceeding; or

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

                  (3)  by the shareholders.

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

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

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

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

         2. Indemnification  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

                                       3
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 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.

                                       4
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

         (a)  Rule 415 offering.

         The undersigned registrant hereby undertakes:

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

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

                            (ii) To  reflect  in the  prospectus  any  facts  or
                  events  arising after the effective  date of the  registration
                  statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration statement;
                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

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

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

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

         (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.

                                       5
(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.

                                       6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Harrisburg, Pennsylvania, on the 31st day of March, 1999.

                                      KEYSTONE FINANCIAL, INC.

                       By             /s/ Carl L. Campbell
                                      ------------------------------
                                      Carl L. Campbell, Chairman
                                      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          Chairman, Chief Executive Officer   March 31, 1999
----------------------------  And Director
Carl L. Campbell                     

/s/ Mark L. Pulaski           President, Chief Operating          March 31, 1999
----------------------------  Officer and Director
Mark L. Pulaski                     

/s/ Donald F. Holt            Executive Vice President, Chief     March 31, 1999
----------------------------  Financial Officer and Principal
Donald F. Holt                Accounting Officer

/s/ A. Joseph Antanavage, Jr. Director                            March 31, 1999
-----------------------------
A. Joseph Antanavage, Jr.

                                       7
Signature                 Capacity                             Date
-----------------------------  ---------------------------------  --------------

/s/ June B. Barry              Director                           March 31, 1999
-----------------------------
June B. Barry

/s/ George T. Brubaker         Director                           March 31, 1999
-----------------------------
George T. Brubaker

-----------------------------  Director                           March  ,  1999
Paul I. Detwiler, Jr.

/s/ Donald Devorris            Director                           March 31, 1999
-----------------------------
Donald Devorris

/s/ Gerald E. Field            Director                           March 31, 1999
-----------------------------
Gerald E. Field

/s/ Philip C. Herr, II         Director                           March 31, 1999
-----------------------------
Philip C. Herr, II

/s/ Allan W. Holman, Jr.       Director                           March 31, 1999
-----------------------------
Allan W. Holman, Jr.

/s/ Richard G. King            Director                           March 31, 1999
-----------------------------
Richard G. King

               
/s/ Uzal H. Martz, Jr.         Director                           March 31, 1999
-----------------------------
Uzal H. Martz, Jr.

-----------------------------  Director                           March   , 1999
Max A. Messenger

/s/ William L. Miller          Director                           March 31, 1999
-----------------------------
William L. Miller

                                       8
Signature                 Capacity                             Date
-----------------------------  ---------------------------------  --------------

/s/ Don A. Rosini              Director                           March 31, 1999
-----------------------------
Don A. Rosini

                                    
 /s/ James I. Scheiner         Director                           March 31, 1999
-----------------------------
James I. Scheiner

-----------------------------  Director                           March   , 1999
F. Dale Schoeneman

-----------------------------  Director                           March   , 1999
Molly Dickinson Shepard

/s/ Ronald C. Unterberger      Director                           March 31, 1999
-----------------------------
Ronald C. Unterberger

-----------------------------  Director                           March   , 1999
G. William Ward

-----------------------------  Director                           March   , 1999
Ray L. Wolfe

                                        9
KEYSTONE FINANCIAL, INC.

                            1997 Stock Incentive Plan

                             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  19,  1998
                (incorporated   herein  by  reference  to  Exhibit  3.2  to  the
                registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1998).

     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.,Inc., independent auditors (filed 
                herewith).

     24.1       Power  of  Attorney,  contained  on  the  signature page to this
                Registration Statement.

                                       10