UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington,  D.C.  20549

                               FORM 10Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 2010

                                  or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ________ to ________

                   Commission File Number: 2-88927

                      FIRST KEYSTONE CORPORATION
        (Exact name of registrant as specified in its charter)


                   PENNSYLVANIA                          23-2249083
           (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)             identification No.)


        111 WEST FRONT STREET, BERWICK, PA                 18603
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:  (570) 752-3671

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
                       Yes [X]     No   [ ]


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer," and "small reporting company" in Rule 12b-2 of
the Exchange Act.

Large accelerated filer      [ ]
Accelerated filer            [X]
Non-accelerated filer        [ ]
Smaller reporting company    [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).

                         Yes [ ]      No [X]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:

Common Stock, $2 Par Value, 5,440,608 shares as of May 7, 2010.


<PAGE>


                   PART I. - FINANCIAL INFORMATION


<TABLE>

Item. 1  Financial Statements

                 FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS

<CAPTION>

(Amounts in thousands)
                                                    March         December
                                                     2010          2009
                                                 (Unaudited)

                                           <c>             <c>

ASSETS
Cash and due from banks                            $  4,612        $  4,199
Interest-bearing deposits in
   other banks                                       29,756           7,227
Investment securities available-
   for-sale carried at estimated
   fair value                                       279,571         269,685
Investment securities, held-to-
   maturity securities estimated
   fair  value of $5,258 and $4,936                   5,279           4,974
Restricted securities at cost                         8,139           8,139
Loans, net of unearned income                       404,873         406,697
Allowance for loan losses                            (5,332)         (5,322)
                                                   ________        ________
    Net loans                                      $399,541        $401,375
Premises and equipment, net                          11,844          11,465
Accrued interest receivable                           4,472           4,213
Cash surrender value of bank
   owned life insurance                              17,810          17,622
Goodwill                                             19,133          19,133
Prepaid FDIC insurance                                2,594           2,780
Other assets                                          6,740           7,518
                                                   ________        ________
   TOTAL ASSETS                                    $789,491        $758,330
                                                   ========        ========
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Deposits
   Non-interest bearing                            $ 65,208        $ 61,779
   Interest bearing                                 539,520         518,790
                                                   ________        ________
TOTAL DEPOSITS                                     $604,728        $580,569

Short-term borrowings                                14,904          17,462
Long-term borrowings                                 89,952          82,976
Accrued interest and other expenses                   2,992           3,101
Other liabilities                                       137              55
                                                   ________        ________
      TOTAL LIABILITIES                            $712,713        $684,163
                                                   ________        ________
STOCKHOLDERS' EQUITY
Common stock, par value $2.00
   per share                                         11,375          11,375
Surplus                                              30,258          30,269
Retained earnings                                    42,282          41,346
Accumulated other comprehensive
   income (loss)                                       (913)         (2,583)
Less treasury stock, at cost,
   247,159 in 2010 and 247,641
   shares in 2009                                    (6,224)         (6,240)
                                                   ________        ________
      TOTAL STOCKHOLDERS' EQUITY                   $ 76,778        $ 74,167
                                                   ________        ________
      TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                      $789,491        $758,330
                                                   ========        ========

See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                1


<PAGE>


<TABLE>

                 FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE MONTHS ENDED March 31, 2010 AND 2009
                                (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                2010             2009

                                            <c>             <c>
INTEREST INCOME
Interest and fees on loans                           $5,999          $6,185
Interest and dividend income
   on securities                                      3,431           3,178
Deposits in banks                                         3               0
                                                     ______          ______
   TOTAL INTEREST INCOME                             $9,433          $9,363
                                                     ______          ______
INTEREST EXPENSE
Deposits                                             $2,464          $2,940
Short-term borrowings                                    51             122
Long-term borrowings                                    954             973
                                                     ______          ______
   TOTAL INTEREST EXPENSE                            $3,469          $4,035
                                                     ______          ______

   Net interest income                               $5,964          $5,328
Provision for loan losses                               200             275
                                                     ______          ______
   NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES                      $5,764          $5,053
                                                     ______          ______
NON-INTEREST INCOME
Trust department                                     $  172          $  123
Service charges and fees                                552             545
Bank owned life insurance income                        188             184
Gain on sale of loans                                    99               0
Investment securities gains
   (losses) - net                                       (36)            126
Other                                                   121              58
                                                     ______          ______
   TOTAL NON-INTEREST INCOME                         $1,096          $1,036
                                                     ______          ______
NON-INTEREST EXPENSE
Salaries and employee benefits                       $2,210          $1,892
Occupancy, net                                          342             285
Furniture and equipment                                 329             222
Professional services                                   184              85
State shares tax                                        177             172
FDIC insurance                                          202             182
Other                                                   677             678
                                                     ______          ______
   TOTAL NON-INTEREST EXPENSES                       $4,121          $3,516
                                                     ______          ______
Income before income taxes                           $2,739          $2,573
Income tax expense                                      552             471
                                                     ______          ______
Net Income                                           $2,187          $2,102
                                                     ======          ======
PER SHARE DATA
   Net Income Per Share:
      Basic                                          $  .40          $  .39
      Diluted                                           .40             .39
      Cash dividends per share                          .23             .23


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                2


<PAGE>


<TABLE>

                 FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED March 31, 2010 AND 2009
                                (Unaudited)

<CAPTION>

(Amounts in thousands)
                                                      2010         2009

                                          <c>             <c>
OPERATING ACTIVITIES
Net income                                        $  2,187        $  2,102
Adjustments to reconcile net
   income to net cash provided
   by  operating activities:
   Provision for loan losses                           200             275
   Provision for depreciation
      and amortization                                 240             229
   Core deposit amortization less
      accretion                                         69               0
   Premium amortization on
      investment securities                            146              52
   Discount accretion on investment
      securities                                      (334)           (232)
   Loss on sale of mortgage loans                      (98)              0
   Proceeds from sale of mortgage
      loans                                          3,529              30
   Originations of mortgage loans
      for resale                                    (1,824)         (4,521)
   (Gain) loss on sales of investment
      securities                                        36            (126)
   Deferred income tax (benefit)                        34             (15)
   (Increase) decrease in interest
      receivable and other assets                     (505)             55
   Decrease in prepaid FDIC insurance                  186               0
   Increase in cash surrender bank
      owned life insurance                            (188)           (184)
   Decrease in interest payable,
      accrued expenses and other
      liabilities                                      (27)           (125)
                                                  ________        ________
   NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                        $  3,651        $ (2,460)
                                                  ________        ________
INVESTING ACTIVITIES
   Purchases of investment
      securities held-to-maturity                 $ (1,028)       $      0
   Purchases of investment
      securities available-for-sale                (18,637)        (19,444)
   Proceeds from sales of investment
      securities available-for-sale                  4,966          23,669
   Proceeds from maturities and
      redemptions of investment
      securities available for sale                  6,485           5,658
   Proceeds from maturities and
      redemption of investment
      securities held-to-maturity                      724               4
   Net increase (decrease) in loans                     48           1,344
   Proceeds from sale of other
      real estate owned                                  0              27
   Purchase of premises and equipment                 (610)           (710)
                                                  ________        ________
   NET CASH PROVIDED BY (USED IN)
      BY INVESTING ACTIVITIES                     $ (8,052)       $ 10,548
                                                  ________        ________
FINANCING ACTIVITIES
   Net increase in deposits                       $ 24,161        $ 37,666
   Net decrease in short-term
      borrowings                                    (2,558)        (39,523)
   Proceeds from long-term
      borrowings                                     7,000               0
   Repayment of long-term
      borrowings                                       (14)            (12)
Proceeds from the exercise
   of stock options                                      5               0
   Cash dividends                                   (1,251)         (1,251)
                                                  ________        ________
   NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                        $ 27,343        $ (3,120)
                                                  ________        ________
INCREASE IN CASH AND CASH
   EQUIVALENTS                                    $ 22,942        $  4,968
CASH AND CASH EQUIVALENTS,
   BEGINNING                                        11,426           9,951
                                                  ________        ________
CASH AND CASH EQUIVALENTS, ENDING                 $ 34,368        $ 14,919
                                                  ========        ========


SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION
   Cash paid during period for
      Interest                                    $  3,572        $  4,164

See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                3


<PAGE>

              FIRST KEYSTONE CORPORATION AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2010
                             (Unaudited)

NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies of First Keystone Corporation and
Subsidiary (the "Corporation") are in accordance with accounting
principles generally accepted in the United States of America and
conform to common practices within the banking industry. The more
significant policies follow:

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of
First Keystone Corporation and its wholly owned Subsidiary, First
Keystone National Bank (the "Bank"). All significant inter company
balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

     The Corporation, headquartered in Berwick, Pennsylvania,
provides a full range of banking, trust and related services through
its wholly owned Bank subsidiary and is subject to competition from
other financial institutions in connection with these services. The
Bank serves a customer base which includes individuals, businesses,
public and institutional customers primarily located in the
Northeast Region of Pennsylvania. The Bank has 15 full service
offices and 17 ATMs located in Columbia, Luzerne, Montour and Monroe
Counties. The Corporation and its subsidiary must also adhere to
certain federal banking laws and regulations and are subject to
periodic examinations made by various federal agencies.

SEGMENT REPORTING

     The Corporation's banking subsidiary acts as an independent
community financial services provider, and offers traditional
banking and related financial services to individual, business and
government customers. Through its branch and automated teller
machine network, the Bank offers a full array of commercial and
retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage
loans; and the providing of other financial services. The Bank also
performs personal, corporate, pension and fiduciary services through
its Trust Department.

     Management does not separately allocate expenses, including the
cost of funding loan demand, between the commercial, retail, trust
and mortgage banking operations of the Corporation. Currently,
management measures the performance and allocates the resources of
First Keystone Corporation as a single segment.

USE OF ESTIMATES

     The preparation of these consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported
amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.

INVESTMENT SECURITIES

     The Corporation classifies its investment securities as either
"Held to Maturity" or "Available for Sale" at the time of purchase.
Debt securities are classified as Held to Maturity when the
Corporation has the ability and positive intent to hold the
securities to maturity. Investment securities Held to Maturity are
carried at cost adjusted for amortization of premium and accretion
of discount to maturity.



                                4


<PAGE>


     Debt securities not classified as Held to Maturity and equity
securities are included in the Available for Sale category and are
carried at fair value. The amount of any unrealized gain or loss,
net of the effect of deferred income taxes, is reported as other
comprehensive income (loss) in the Consolidated Statement of Changes
in Stockholders' Equity. Management's decision to sell Available for
Sale securities is based on changes in economic conditions
controlling the sources and applications of funds, terms,
availability of and yield of alternative investments, interest rate
risk and the need for liquidity.

     The cost of debt securities classified as Held to Maturity or
Available for Sale is adjusted for amortization of premiums and
accretion of discounts to expected maturity. Such amortization and
accretion, as well as interest and dividends is included in interest
income from investments. Realized gains and losses are included in
net investment securities gains and losses. The cost of investment
securities sold, redeemed or matured is based on the specific
identification method.

RESTRICTED SECURITIES

     Restricted equity securities consist of stock in Federal Home
Loan Bank of Pittsburgh ("FHLB - Pittsburgh"), Atlantic Central
Bankers Bank ("ACBB") and Federal Reserve Bank and do not have a
readily determinable fair value because their ownership is
restricted, and they can be sold back only to the FHLB - Pittsburgh,
ACBB, the Federal Reserve Bank or to another member institution.
Therefore, these securities are classified as restricted equity
investment securities, carried at cost, and evaluated for
impairment. At March 31, 2010 and December 31, 2009, the Corporation
held $6,661,000 in stock of FHLB - Pittsburgh, $35,000 in stock of
ACBB and $1,443,000 in stock of Federal Reserve Bank.

     The Corporation evaluated its holding of restricted stock for
impairment and deemed the stock to not be impaired due to the
expected recoverability of cost, which equals the value reflected
within the Corporation's consolidated financial statements. The
decision was based on several items ranging from the estimated true
economic losses embedded within FHLB's mortgage portfolio to the
FHLB's liquidity position and credit rating. The Corporation
utilizes the impairment framework outlined in GAAP to evaluate stock
for impairment. The following factors were evaluated to determine
the ultimate recoverability of the cost of the Corporation's
restricted stock holdings; (i) the significance of the decline in
net assets of the FHLB as compared to the capital stock amount for
the FHLB and the length of time this situation has persisted; (ii)
commitments by the FHLB to make payments required by law or
regulation and the level of such payments in relation to the
operating performance of the FHLB; (iii) the impact of legislative
and regulatory changes on the institutions and, accordingly, on the
customer base of the FHLB; (iv) the liquidity position of the FHLB;
and (v) whether a decline is temporary or whether it affects the
ultimate recoverability of the FHLB stock based on (a) the
materiality of the carrying amount to the member institution and (b)
whether an assessment of the institution's operational needs for the
foreseeable future allow management to dispose of the stock. Based
on the analysis of these factors, the Corporation determined that
its holdings of restricted stock were not impaired at March 31, 2010
and December 31, 2009.

LOANS

     Loans are stated at their outstanding unpaid principal
balances, net of deferred fees or costs, unearned income and the
allowance for loan losses. Interest on installment loans is
recognized as income over the term of each loan, generally, by the
actuarial method. Interest on all other loans is primarily
recognized based upon the principal amount outstanding on an actual
day basis. Loan origination fees and certain direct loan origination
costs have been deferred with the net amount amortized using the
interest method over the contractual life of the related loans as an
interest yield adjustment.

     Mortgage loans held for resale are carried at the lower of cost
or market on an aggregate basis. These loans are sold without
recourse to the Corporation.

     Past-Due Loans - Generally, a loan is considered to be past due
when scheduled loan payments are in arrears 15 days or more.
Delinquent notices are generated automatically when a loan is 15
days past due. Collection efforts continue on loans past due beyond
60 days that have not been satisfied, when it is believed that some
chance exists for improvement in the status of the loan. Past due
loans are continually evaluated with the determination for charge
off being made when no reasonable chance remains that the status of
the loan can be improved.



                                5


<PAGE>


     Non-Accrual Loans - Generally, a loan is classified as non
accrual and the accrual of interest on such a loan is discontinued
when the contractual payment of principal or interest has become 90
days past due or management has serious doubts about further
collectibility of principal or interest, even though the loan
currently is performing. A loan may remain on accrual status if it
is in the process of collection and is either guaranteed or well
secured. When a loan is placed on non accrual status, unpaid
interest credited to income in the current year is reversed and
unpaid interest accrued in prior years is charged against the
allowance for loan losses.

     Certain non accrual loans may continue to perform, that is,
payments are still being received. Generally, the payments are
applied to principal. These loans remain under constant scrutiny and
if performance continues, interest income may be recorded on a cash
basis based on management's judgement as to collectibility of
principal.

     Allowance for Loan Losses - The allowance for loan losses is
established through provisions for loan losses charged against
income. Loans deemed to be uncollectible are charged against the
allowance for loan losses and subsequent recoveries, if any, are
credited to the allowance.

     A principal factor in estimating the allowance for loan losses
is the measurement of impaired loans. A loan is considered impaired
when, based on current information and events, it is probable that
the Corporation will be unable to collect all amounts due according
to the contractual terms of the loan agreement. Under current
accounting standards, the allowance for loan losses related to
impaired loans is based on discounted cash flows using the effective
interest rate of the loan or the fair value of the collateral for
certain collateral dependent loans.

     The allowance for loan losses is maintained at a level
estimated by management to be adequate to absorb potential loan
losses. Management's periodic evaluation of the adequacy of the
allowance for loan losses is based on the Corporation's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of
any underlying collateral, composition of the loan portfolio,
current economic conditions, and other relevant factors. This
evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to
significant change.

PREMISES AND EQUIPMENT

     Premises, improvements, and equipment are stated at cost less
accumulated depreciation computed principally utilizing the
straight-line method over the estimated useful lives of the assets.
Long-lived assets are reviewed for impairment whenever events or
changes in business circumstances indicate that the carrying value
may not be recovered.  Maintenance and minor repairs are charged to
operations as incurred. The cost and accumulated depreciation of the
premises and equipment retired or sold are eliminated from the
property accounts at the time of retirement or sale, and the
resulting gain or loss is reflected in current operations.

MORTGAGE SERVICING RIGHTS

     The Corporation originates and sells real estate loans to
investors in the secondary mortgage market. After the sale, the
Corporation may retain the right to service these loans. When
originated mortgage loans are sold and servicing is retained, a
servicing asset is capitalized based on relative fair value at the
date of sale. Servicing assets are amortized as an offset to other
fees in proportion to, and over the period of, estimated net
servicing income. The unamortized cost is included in other assets
in the accompanying consolidated balance sheet. The servicing rights
are periodically evaluated for impairment based on their relative
fair value.

FORECLOSED REAL ESTATE

     Real estate properties acquired through, or in lieu of, loan
foreclosure are held for sale and are initially recorded at fair
value on the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell and is included in other
assets. Revenues derived from and costs to maintain the assets and
subsequent gains and losses on sales are included in other non
        interest income and expense.  The total of foreclosed real estate
properties included in other assets amounted to $330,000 at March
31, 2010 and December 31, 2009.



                                6


<PAGE>


BANK OWNED LIFE INSURANCE

     The Corporation invests in Bank Owned Life Insurance (BOLI)
with split dollar life provisions.  Purchase of BOLI provides life
insurance coverage on certain employees with the Corporation being
owner and beneficiary of the policies.

INVESTMENTS IN REAL ESTATE VENTURES

     The Bank is a limited partner in  real estate ventures that own
and operate affordable residential low income housing apartment
buildings for elderly residents. The investments are accounted for
under the effective yield method. Under the effective yield method,
the Bank recognizes tax credits as they are allocated and amortizes
the initial cost of the investment to provide a constant effective
yield over the period that the tax credits are allocated to the
Bank.  Under this method, the tax credits allocated, net of any
amortization of the investment in the limited partnerships, are
recognized in the consolidated statements of income as a component
of income tax expense.  The amount of tax credits allocated to the
Bank were $187,000 in 2010 and 2009.  The amortization of the
investments in the limited partnerships were $40,000 and $39,000 for
the 3 months ended March 31, 2010 and 2009.  The carrying value of
the investments as of March 31, 2010 and December 31, 2009 were
$650,000 and $690,000, respectively, and is included in other assets
in the accompanying consolidated balance sheets.  The Bank made an
investment of $1,084,000 in a limited partnership on April 28, 2010
for a local affordable residential low income housing apartment
building.


INCOME TAXES

     The provision for income taxes is based on the results of
operations, adjusted primarily for tax exempt income. Certain items
of income and expense are reported in different periods for
financial reporting and tax return purposes. Deferred tax assets and
liabilities are determined based on the differences between the
consolidated financial statement and income tax bases of assets and
liabilities measured by using the enacted tax rates and laws
expected to be in effect when the timing differences are expected to
reverse. Deferred tax expense or benefit is based on the difference
between deferred tax asset or liability from period to period.

GOODWILL, OTHER INTANGIBLE ASSETS, AND PREMIUM DISCOUNT

     Goodwill resulted from the acquisition of the Pocono Community
Bank in November 2007 and of certain fixed and operating assets
acquired and deposit liabilities assumed of the branch of another
financial institution in Danville, Pennsylvania, in January 2004.
Such goodwill represents the excess cost of the acquired assets
relative to the assets fair value at the dates of acquisition.
During the first quarter of 2008, $152,000 of liabilities were
recorded related to the Pocono acquisition as a purchase accounting
adjustment resulting in an increase in the excess purchase price.
The amount was comprised of the finalization of severance agreements
and contract terminations related to the acquisition. In accordance
with current accounting standards, goodwill is not amortized.
Management performs an annual evaluation for impairment. Any
impairment of goodwill results in a charge to income. The
Corporation periodically assesses whether events or changes in
circumstances indicate that the carrying amounts of goodwill and
other intangible assets may be impaired. Goodwill is tested for
impairment at the reporting unit level and an impairment loss is
recorded to the extent that the carrying amount of goodwill exceeds
its implied fair value. The Corporation has tested the goodwill
included in its consolidated balance sheet at December 31, 2009, and
has determined there was no impairment as of that date. No assurance
can be given that future impairment tests will not result in a
charge to earnings.

     Intangible assets are comprised of core deposit intangibles and
premium discount (negative premium) on certificates of deposit
acquired.  The core deposit intangible is being amortized over the
average life of the deposits acquired as determined by an
independent third party.  Premium discount (negative premium) on
acquired certificates of deposit resulted from the valuation of
certificate of deposit accounts by an independent third party.  The
book value of certificates of deposit acquired was greater than
their fair value at the date of acquisition which resulted in a
negative premium due to higher cost of the certificates of deposit
compared to the cost of similar term financing.

STOCK BASED COMPENSATION

     The Corporation sponsors a stock option plan. Compensation cost
is recognized for stock options to employees based on the fair value
of these awards at the date of grant. A Black Scholes model is
utilized to estimate the fair value of stock options. Compensation
expense is recognized over the requisite service period.



                                7


<PAGE>


PER SHARE DATA

     FASB ASC 260-10 Earnings Per Share  ((SFAS) No. 128, "Earnings
Per Share"), requires dual presentation of basic and fully diluted
earnings per share. Basic earnings per share is calculated by
dividing net income by the weighted average number of shares of
common stock outstanding at the end of each period. Diluted earnings
per share is calculated by increasing the denominator for the
assumed conversion of all potentially dilutive securities. The
Corporation's dilutive securities are limited to stock options.  The
most recent options issued were in December 2007.

CASH FLOW INFORMATION

     For purposes of reporting consolidated cash flows, cash and
cash equivalents include cash on hand and due from other banks and
interest bearing deposits in other banks. The Corporation considers
cash classified as interest bearing deposits with other banks as a
cash equivalent since they are represented by cash accounts
essentially on a demand basis.

TRUST ASSETS AND INCOME

     Property held by the Corporation in a fiduciary or agency
capacity for its customers is not included in the accompanying
consolidated financial statements since such items are not assets of
the Corporation. Trust Department income is generally  recognized on
a cash basis and is not materially different than if it were
reported on an accrual basis.

RECENT ACCOUNTING PRONOUNCEMENTS

     FASB ASC 820-10 - In February 2008, the FASB issued new
guidance impacting FASB ASC 820-10, Fair Value Measurements and
Disclosures (FASB Staff Position No. 157-2). The staff position
delays the effective date of FASB ASC 820-10 (SFAS No. 157) for
nonfinancial assets and nonfinancial liabilities, except for items
that are recognized or disclosed at fair value in the financial
statements on a recurring basis. The delay expired January 1, 2009,
and the expiration of the delay did not have a material impact on
the Corporation's consolidated financial positions or results of
operations.

     FASB ASC 805 - In December 2007, the FASB issued new guidance
impacting FASB ASC 805, Business Combinations (SFAS No 141(R) -
Business Combinations). The new guidance establishes principles and
requirements for how an acquiring company (1) recognizes and
measures in its financial statements the identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in
the acquiree, (2) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase, and (3)
determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of
the business combination. The new standard became effective for the
Corporation on January 1, 2009. The adoption of this standard did
not have a material impact on the Corporation's consolidated
financial position or results of operations.

     FASB ASC 810-10 - In December 2007, the FASB issued FASB ASC
810-10, Consolidation (Statement No. 160 - Noncontrolling Interests
in Consolidated Financial Statements - an amendment of ARB No. 51).
FASB ASC 810-10 requires the ownership interests in subsidiaries
held by parties other than the parent be clearly identified, labeled
and presented in the consolidated balance sheet within equity, but
separate from the parent's equity. It also requires the amount of
consolidated net income attributable to the parent and the
noncontrolling interest to be clearly identified and presented on
the face of the consolidated statement of income. The new standard
became effective for the Corporation on January 1, 2009. The
adoption of this standard did not have a material impact on the
Corporation's consolidated financial position or results of
operations.

     FASB ASC 815-10 - In March 2008, the FASB issued FASB ASC
        815-10, Derivatives and Hedging (Statement No. 161 - Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB
Statement No. 133). FASB ASC 815-10 requires enhanced disclosures
about how and why an entity uses derivative instruments, how
derivative instruments and related items are accounted for and how
derivative instruments and related hedged items affect an entity's
financial position, financial performance and cash flows. The new
standard became effective for the Corporation on January 1, 2009.
The adoption of this standard did not have a material impact on the
Corporation's consolidated financial position or results of
operations.



                                8


<PAGE>


     FASB ASC 855 - In May 2009, the FASB issued FASB ASC 855,
Subsequent Events (Statement No. 165 - Subsequent Events). FASB ASC
855 establishes the period after the balance sheet date during which
management shall evaluate events or transactions that may occur for
potential recognition or disclosure in financial statements and the
circumstances under which an entity shall recognize events or
transactions that occur after the balance sheet date. FASB ASC 855
also requires disclosure of the date through which subsequent events
have been evaluated. The Corporation adopted this standard for the
interim reporting period ending June 30, 2009. The adoption of this
standard did not have a material impact on the Corporation's
consolidated financial position or results of operations.

     FASB ASC 860 - In June 2009, the FASB issued new guidance
impacting FASB ASC 860, Transfers and Servicing (Statement No. 166 -
Accounting for Transfers of Financial Assets   an amendment of FASB
Statement No. 140). The new guidance removes the concept of a
qualifying special purpose entity and limits the circumstances in
which a financial asset, or portion of a financial asset, should be
derecognized when the transferor has not transferred the entire
financial asset to an entity that is not consolidated with the
transferor in the financial statements being presented and/or when
the transferor has continuing involvement with the transferred
financial asset. The new standard will become effective for the
Corporation on January 1, 2010. The Corporation is currently
evaluating the impact of adopting the new standard on the
consolidated financial statements.

     FASB ASC 810-10 - In June 2009, the FASB issued new guidance
impacting FASB ASC 810-10, Consolidation (Statement No. 167 -
Amendments to FASB Interpretation No. 46(R)). The new guidance
amends tests for variable interest entities to determine whether a
variable interest entity must be consolidated. FASB ASC 810-10
requires an entity to perform an analysis to determine whether an
entity's variable interest or interests give it a controlling
financial interest in a variable interest entity. This standard
requires ongoing reassessments of whether an entity is the primary
beneficiary of a variable interest entity and enhanced disclosures
that provide more transparent information about an entity's
involvement with a variable interest entity. The new guidance will
become effective for the Corporation on January 1, 2010 and the
Corporation is currently evaluating the impact of adopting the
standard on the consolidated financial statements.

     FASB ASC 105-10 - In June 2009, the FASB issued FASB ASC
        105-10, Generally Accepted Accounting Principles (Statement No. 168 -
The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles). The new guidance replaces
SFAS No. 162 and establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP"). Rules and interpretative
releases of the Securities and Exchange Commission under federal
securities laws are also sources of authoritative GAAP for SEC
registrants. The new standard became effective for financial
statements issued for interim and annual periods ending after
September 15, 2009. The adoption of this statement did not have a
material impact on the Corporation's consolidated financial position
or results of operations. Technical references to generally accepted
accounting principles included in the Notes to Consolidated
Financial Statements are provided under the new FASB ASC structure
with the prior terminology included parenthetically.

     FASB ASC 715-20-50 - In December 2008, the FASB issued new
guidance impacting FASB ASC 715-20-50, Compensation Retirement
Benefits - Defined Benefit Plans - General (FASB Staff Position No.
132(R)- 1, Employers' Disclosures about Postretirement Benefit Plan
Assets). This provides guidance on an employer's disclosures about
plan assets of a defined benefit pension or other postretirement
plan. The guidance requires disclosure of the fair value of each
major category of plan assets for pension plans and other
postretirement benefit plans. This standard becomes effective for
the Corporation on January 1, 2010. The Corporation is currently
evaluating the impact of adopting the new guidance on the
consolidated financial statements, but it is not expected to have a
material impact.

     FASB ASC 825-10-50 - In April 2009, the FASB issued new
guidance impacting FASB ASC 825-10-50, Financial Instruments (FASB
Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments). This guidance amends existing
GAAP to require disclosures about fair values of financial
instruments for interim reporting periods as well as in annual
financial statements. The guidance also amends existing GAAP to
require those disclosures in summarized financial information at
interim reporting periods. The Corporation adopted this standard for
the interim reporting period ending March 31, 2009.



                                9


<PAGE>


     FASB ASC 320-10 - In April 2009, the FASB issued new guidance
impacting FASB ASC 320-10, Investments - Debt and Equity Securities
(FASB Staff Position No. FAS 115-2, Recognition and Presentation of
Other Than Temporary Impairments). This guidance amends the other
than temporary impairment guidance in U.S. generally accepted
accounting principles for debt securities. If an entity determines
that it has an other-than-temporary impairment on a security, it
must recognize the credit loss on the security in the income
statement. The credit loss is defined as the difference between the
present value of the cash flows expected to be collected and the
amortized cost basis. FASB ASC 320-10 expands disclosures about
other than temporary impairment and requires that the annual
disclosures in existing generally accepted accounting principles be
made for interim reporting periods. The Corporation adopted this
guidance for the interim reporting period ending March 31, 2009.

     FASB ASC 820 - In April 2009, the FASB issued new guidance
impacting FASB ASC 820, Fair Value Measurements and Disclosures
(FASB Staff Position No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly). This provides additional guidance on determining fair
value when the volume and level of activity for the asset or
liability have significantly decreased when compared with normal
market activity for the asset or liability. A significant decrease
in the volume or level of activity for the asset or liability is an
indication that transactions or quoted prices may not be
determinative of fair value because transactions may not be orderly.
In that circumstance, further analysis of transactions or quoted
prices is needed, and an adjustment to the transactions or quoted
prices may be necessary to estimate fair value. The Corporation
adopted this guidance for the interim reporting period ending March
31, 2009 and it did not have a material impact on the Corporation's
consolidated financial position or results of operations.

     SAB 111 - In April 2009, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 111 ("SAB 111"). SAB 111 amends
Topic 5.M in the Staff Accounting Bulletin series entitled Other
Than Temporary Impairment of Certain Investments in Debt and Equity
Securities. On April 9, 2009, the FASB issued new guidance impacting
FASB ASC 320-10, Investments - Debt and Equity Securities (FASB
Staff Position No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other Than Temporary Impairments). SAB 111 maintains
the previous views related to equity securities and amends Topic 5.M
to exclude debt securities from its scope. SAB 111 was effective for
the Corporation as of March 31, 2009. There was no material impact
to the Corporation's consolidated financial position or results of
operations upon adoption.

     SAB 112 - In June 2009, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 112 ("SAB 112"). SAB 112
revises or rescinds portions of the interpretative guidance included
in the Staff Accounting Bulletin series in order to make the
interpretative guidance consistent with the recent pronouncements by
the FASB, specifically FASB ASC 805 and FASB ASC 810-10 (SFAS No.
141(R) and SFAS No. 160). SAB 112 was effective for the Corporation
as of June 30, 2009. There was no material impact to the
Corporation's consolidated financial position or results of
operations upon adoption.

     FASB ASC 323   In November 2008, the FASB Emerging Issues Task
Force reached a consensus on FASB ASC 323, Investments - Equity
Method and Joint Ventures (Issue No. 08-6, Equity Method Investment
Accounting Considerations). The new guidance clarifies the
accounting for certain transactions and impairment considerations
involving equity method investments. An equity investor shall not
separately test an investee's underlying assets for impairment but
will recognize its share of any impairment charge recorded by an
investee in earnings and consider the effect of the impairment on
its investment. An equity investor shall account for a share
issuance by an investee as if the investor had sold a proportionate
share of its investment, with any gain or loss recognized in
earnings. The new guidance became effective for the Corporation on
January 1, 2009 and did not have a material impact on the
Corporation's consolidated financial position or results of
operations.

     FASB ASC 350 - In November 2008, the FASB Emerging Issues Task
Force reached a consensus on FASB ASC 350, Intangibles - Goodwill
and Other (Issue No. 08-7, Accounting for Defensive Intangible
Assets). The new guidance clarifies how to account for defensive
intangible assets subsequent to initial measurement. The guidance
applies to acquired intangible assets in situations in which an
entity does not intend to actively use an asset but intends to hold
the asset to prevent others from obtaining access to the asset. A
defensive intangible asset should be accounted for as a separate
unit of accounting with an expected life that reflects the
consumption of the expected benefits related to the asset. The
benefit from holding a defensive intangible asset is the direct and
indirect cash flows resulting from the entity preventing others from
using the asset. The new guidance was effective for intangible
assets acquired on or after January 1, 2009 and did not have a
material impact on the Corporation's consolidated financial position
or results of operations.



                                10


<PAGE>


     FASB ASC 260-10 - In June 2008, the FASB issued new guidance
impacting FASB ASC 260-10, Earnings Per Share (FSP No. EITF 03-06-1,
Determining Whether Instruments Granted in Share Based Payment
Transactions are Participating Securities). This new guidance
concluded that all outstanding unvested share based payment awards
that contain rights to nonforfeitable dividends participate in
undistributed earnings with common shareholders and therefore are
considered participating securities for purposes of computing
earnings per share. Entities that have participating securities that
are not convertible into common stock are required to use the "two
class" method of computing earnings per share. The two class method
is an earnings allocation formula that determines earnings per share
for each class of common stock and participating security according
to dividends declared (or accumulated) and participation rights in
undistributed earnings. This new guidance was effective for fiscal
years beginning after December 15, 2008 and interim periods within
those fiscal years. This new guidance became effective for the
Corporation on January 1, 2009 and did not have a material impact on
the Corporation's consolidated financial position or results of
operations.

     FASB ASC 820-10 - In August 2009, the FASB issued an update
(ASC No. 2009-05, Measuring Liabilities at Fair Value) impacting
FASB ASC 820-10, Fair Value Measurements and Disclosures. The update
provides clarification about measuring liabilities at fair value in
circumstances where a quoted price in an active market for an
identical liability is not available and the valuation techniques
that should be used. The update also clarifies that when estimating
the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of the
liability. This update became effective for the Corporation for the
reporting period ending September 30, 2009 and did not have a
material impact on the Corporation's consolidated financial position
or results of operations.

     FASB ASC 820-10 - In September 2009, the FASB issued an update
(ASC No. 2009-12, Investments in Certain Entities That Calculate Net
Asset Value per Share (or its equivalent)) impacting FASB ASC 820-10,
          Fair Value Measurements and Disclosures. The amendments in this
update permit, as a practical expedient, a reporting entity to
measure the fair value of an investment that is within the scope of
the amendments in this update on the basis of the net asset value
per share of the investment (or its equivalent) if the net asset
value of the investment is calculated in a manner consistent with
the measurement principles of Topic 946, Financial Services
Investment Companies. The amendments in this update also require
disclosures by major category of investment about the attributes of
investments within the scope of the amendments in this update, such
as the nature of any restrictions on the ability to redeem an
investment on the measurement date. This update becomes effective
for the Corporation for interim and annual reporting periods ending
after December 15, 2009. The Corporation is currently evaluating the
impact of adopting the new guidance on the consolidated financial
statements, but it is not expected to have a material impact.

     FASB ASC 505-20 - In January 2010, the FASB issued an update
(ASC No. 2010-01, Accounting for Distributions to Shareholders with
Components of Stock and Cash) impacting FASB ASC 505-20, Equity -
Stock Dividends and Stock Splits. The amendments in this update
clarify that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can
elect to receive in the aggregate is considered a share issuance
that is reflected in earnings per share and is not a stock dividend.
This update became effective for the Corporation for interim and
annual periods ending after December 15, 2009 and did not have a
material impact on the Corporation's consolidated financial position
or results of operations.

     FASB ASC 810-10 - In January 2010, the FASB issued an update
(ASC No. 2010-02, Accounting and Reporting for Decreases in
Ownership of a Subsidiary - a Scope Clarification) impacting FASB
ASC 810-10, Consolidation. The amendments in this update address
implementation issues related to the changes of ownership provisions
originally issued as FASB Statement 160. It also improves the
disclosures related to retained investments in a deconsolidated
subsidiary or a preexisting interest held by an acquirer in a
business combination. This update became effective for the
Corporation for interim and annual periods ending after December 15,
2009 and did not have a material impact on the Corporation's
consolidated financial position or results of operations.



                                11


<PAGE>


     FASB ASC 820-10 - In January 2010, the FASB issued an update
(ASC No. 2010-06, Improving Disclosures about Fair Value
Measurements) impacting FASB ASC 820-10, Fair Value Measurements and
Disclosures. The amendments in this update require new disclosures
about significant transfers in and out of Level 1 and Level 2 fair
value measurements. The amendments also require a reporting entity
to provide information about activity for purchases, sales,
issuances and settlements in level 3 fair value measurements and
clarify disclosures about the Level of disaggregation and
disclosures about inputs and valuation techniques. This update
becomes effective for the Corporation for interim and annual
reporting periods beginning after December 15, 2009. The Corporation
is currently evaluating the impact of adopting the new guidance on
the consolidated financial statements.

ADVERTISING COSTS

     It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
years ended March 31, 2010 and 2009 was approximately $58,000 and
$52,000, respectively.

SUBSEQUENT EVENTS

     Management has evaluated subsequent events for reporting and
disclosure in these financial statements through March 12, 2010, the
date the financial statements were issued.  In April 2010, the bank
made an investment in a real estate venture, see above.

RECLASSIFICATIONS

     Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2010 consolidated financial statements. Such
reclassifications have no effect on the Corporation's consolidated
financial condition or net income.

NOTE 2.  ALLOWANCE FOR LOAN LOSSES

     Changes in the allowance for loan losses for the periods ended
March 31, 2010, and March 31, 2009, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)

                                        March 31,          March 31,
                                           2010               2009
                                           ____               ____

                                  <c>                <c>
Balance, January 1                           $5,322            $5,195
Provision charged to
   operations                                   200               275
Loans charged off                              (197)             (271)
Recoveries                                        7                 3
                                             ______            ______
Balance, March 31                            $5,332            $5,202
                                             ======            ======

</TABLE>


     At March 31, 2010, the recorded investment in loans that are
considered to be impaired as defined by FASB ASC No. 310-40-35, SFAS
No. 114 was $3,935,000. No additional charge to operations was
required to provide for the impaired loans since the total allowance
for loan losses is estimated by management to be adequate to provide
for the loan loss allowance required by SFAS No. 114 along with any
other potential losses.

     At March 31, 2010, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.

     Non accrual loans at March 31, 2010, and December 31, 2009,
were $3,935,000 and $2,948,000, respectively.

     Loans past due 90 days or more and still accruing interest
amounted to $95,000 and $140,000 on March 31, 2010 and December 31,
2009, respectively.



                                12


<PAGE>



NOTE 3.  SHORT-TERM BORROWINGS

     Federal funds purchased, securities sold under agreements to
repurchase and Federal Home Loan Bank advances generally represent
overnight or less than 30 day borrowings. U.S. Treasury tax and loan
notes for collections made by the Bank are payable on demand.

NOTE 4.  LONG-TERM BORROWINGS

     Long term borrowings are comprised of advances from the Federal
Home Loan Bank (FHLB). Under terms of a blanket agreement,
collateral for the loans are secured by certain qualifying assets of
the Corporation's banking subsidiary which consist principally of
first mortgage loans and certain investment securities.


NOTE 5.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
         AND CONCENTRATIONS OF CREDIT RISK

     The Corporation is a party to financial instruments with off
balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The contract or notional amounts of
those instruments reflect the extent of involvement the Corporation
has in particular classes of financial instruments. The Corporation
does not engage in trading activities with respect to any of its
financial instruments with off balance sheet risk.

     The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is
represented by the contractual notional amount of those instruments.

     The Corporation uses the same credit policies in making
commitments and conditional obligations as it does for on balance
sheet instruments.

     The Corporation may require collateral or other security to
support financial instruments with off balance sheet credit risk.
The contract or notional amounts at March 31, 2010, and December 31,
2009, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)                           March 31,      December 31,
                                                  2010             2009
                                                  ____             ____

                                           <c>              <c>
Financial instruments whose contract
   amounts represent credit risk:
   Commitments to extend credit                    $71,201          $63,247
   Financial standby letters of
      credit                                           843              843
   Performance standby letters
      of credit                                      5,434            5,806

</TABLE>


     Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses that may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Corporation
evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter party. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and income producing commercial properties.

     Standby letters of credit are conditional commitments issued by
the Corporation to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers. The Corporation may hold collateral to
support standby letters of credit for which collateral is deemed
necessary.



                                13


<PAGE>


     The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne, Montour and Monroe, Pennsylvania.  It is
management's opinion that the loan portfolio was well balanced and
diversified at March 31, 2010, to the extent necessary to avoid any
significant concentration of credit risk.  However, its debtors'
ability to honor their contracts may be influenced by the region's
economy.


NOTE 6.  STOCKHOLDERS' EQUITY

     Changes in Stockholders' Equity for the period ended March 31,
2010 were are follows:


<TABLE>
<CAPTION>

(Amounts in thousands, except common share data)

                                                                    Compre-
                                         Common                     hensive
                                          Stock        Surplus       Income
                                          _____        _______        _____

                                  <c>             <c>          <c>
Balance at January 1, 2010                  $11,375       $30,269

Comprehensive Income:
  Net Income                                                            $,2187
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax effects                                           1,670
                                                                        ______
Total Comprehensive
    income (loss)                                                       $3,857
                                                                        ======
Issuance of 482 of treasury
   stock upon exercise of
   employee stock options                                     (11)
Cash dividends -
    $.23 per share
                                            _______       _______

<PAGE>
Balance at March 31, 2010                   $11,375       $30,258
                                            =======       =======

<CAPTION>

(Amounts in thousands, except common share data)

                                                             Accumulated
                                                                Other
                                                Retained     Comprehensive
                                                Earnings     Income (Loss)
                                                ________     _____________

                                          <c>            <c>
Balance at January 1, 2010                        $41,346        $(2,583)

Comprehensive Income:
  Net Income                                        2,187
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax effects                                     1,670
Total Comprehensive
    income (loss)
Issuance of 482 of treasury
   stock upon exercise of
   employee stock options
Cash dividends -
    $.23 per share                                 (1,251)
                                                  _______         ______
Balance at March 31, 2010                         $42,282         $ (913)
                                                  =======         ======


<CAPTION>

(Amounts in thousands, except common share data)

                                                Treasury
                                                  Stock         Total
                                                  _____         _____

                                          <c>            <c>
Balance at January 1, 2010                        $(6,240)       $74,167

Comprehensive Income:
  Net Income                                                       2,187
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax effects                                     1,670
Total Comprehensive
    income (loss)
Issuance of 482 of treasury
   stock upon exercise of
   employee stock options                              16              5
Cash dividends -
    $.23 per share                                                (1,251)
                                                  _______        _______
Balance at March 31, 2010                         $(6,224)       $76,778
                                                  =======        =======

</TABLE>


NOTE 7.  MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED TO
         BE PROVIDED WITH FORM 10Q FILING

     In management's opinion, the consolidated interim financial
statements reflect fair presentation of the consolidated financial
position of First Keystone Corporation and Subsidiary, and the
results of their operations and their cash flows for the interim
periods presented.  Further, the consolidated interim financial
statements are unaudited; however they reflect all adjustments,
which are in the opinion of management, necessary to present fairly
the consolidated financial condition and consolidated results of
operations and cash flows for the interim periods presented and that
all such adjustments to the consolidated financial statements are of
a normal recurring nature.  The independent registered public
accounting firm, J. H. Williams & Co., LLP, reviewed these
consolidated financial statements as stated in their accompanying
review report.

     The results of operations for the three month period ended
March 31, 2010, are not necessarily indicative of the results to be
expected for the full year.

     These consolidated interim financial statements have been
prepared in accordance with requirements of Form 10Q and therefore
do not include all disclosures normally required by accounting
principles generally accepted in the United States of America
applicable to financial institutions as included with consolidated
financial statements included in the Corporation's annual Form 10K
filing.  The reader of these consolidated interim financial
statements may wish to refer to the Corporation's annual report or
Form 10K for the period ended December 31, 2009, filed with the
Securities and Exchange Commission.



                                14


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of First Keystone Corporation:


We have reviewed the accompanying consolidated balance sheet of
First Keystone Corporation and Subsidiary as of March 31, 2010, and
the related consolidated statements of income and cash flows for the
three month periods ended March 31, 2010, and 2009.  These
consolidated interim financial statements are the responsibility of
the management of First Keystone Corporation and Subsidiary.

We conducted our reviews in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  A review
of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in
scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated interim financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited, in accordance with the auditing
standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet of First Keystone
Corporation and Subsidiary as of December 31, 2009, and the related
consolidated statements of income, changes in stockholders' equity,
and cash flows for the year then ended (not presented herein); and
in our report dated March 12, 2010, we expressed an unqualified
opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying consolidated balance
sheet as of December 31, 2009, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which
it has been derived.






/s/ J. H. Williams & Co., LLP
J. H. Williams & Co., LLP



Kingston, Pennsylvania
May 10, 2010



                                15


<PAGE>


Item 2.   First Keystone Corporation Management's Discussion and
          Analysis of Financial Condition and Results of Operation
          as of March 31, 2009


     This quarterly report contains certain forward looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995), which reflect management's beliefs and expectations
based on information currently available. These forward looking
statements are inherently subject to significant risks and
uncertainties, including changes in general economic and financial
market conditions, the Corporation's ability to effectively carry
out its business plans and changes in regulatory or legislative
requirements. Other factors that could cause or contribute to such
differences are changes in competitive conditions, and pending or
threatened litigation. Although management believes the expectations
reflected in such forward looking statements are reasonable, actual
results may differ materially.


RESULTS OF OPERATIONS

     First Keystone Corporation realized earnings for the first
quarter of 2010 of $2,187,000, an increase of $85,000, or 4.0% from
the first quarter of 2009.  The increase in net income for 2010 was
primarily the result of an increased net interest margin and an
increase in net interest income of $636,000 from the first quarter
of 2009.  On a per share basis, net income per share was $.40 for
the first three months of 2010 up from $.39 for the first three
months of 2009, an increase of 2.6%.  Cash dividends amounted to
$.23 per share in the first quarter of 2010 and 2009.

     Year to date net income annualized as of March 31, 2010,
amounts to a return on average common equity of 11.59%, a return on
tangible equity of 15.15% and a return on assets of 1.13%.  For the
three months ended March 31, 2009, these measures were 12.00%,
16.50%, and 1.17%, respectively on an annualized basis.


NET INTEREST INCOME

     The major source of operating income for the Corporation is net
interest income, defined as interest income less interest expense.
In the first quarter of 2010, interest income amounted to
$9,433,000, an increase of $70,000 or 0.7% from the first quarter of
2009, while interest expense amounted to $3,469,000 in the first
quarter of 2010, a decrease of $566,000, or 14.0% from the first
quarter of 2009.  As a result, net interest income increased
$636,000 or 11.9% in the first quarter of 2010 to $5,764,000 from
$5,328,000 in first quarter of 2009.

     Our net interest margin for the quarter ended March 31, 2010
was 3.56% compared to 3.66% for the quarter ended March 31, 2009.


PROVISION FOR LOAN LOSSES

     The provision for loan losses for the quarter ended March 31,
2010, was $200,000, compared to $275,000 for the first quarter of
2009.  The decrease in the provision for loan losses was a result of
a decrease in net charge offs which amounted to $190,000 for the
quarter ending March 31, 2010. For the three months ended March 31,
2009, net charge offs amounted to $268,000.  The allowance for loan
losses as a percentage of loans, net of unearned interest, was 1.32%
as of March 31, 2010, as compared to 1.31% as of December 31, 2009
and 1.27% as of March 31, 2009.



                                16


<PAGE>


NON-INTEREST INCOME

     Total non interest income or other income was $1,096,000 for
the quarter ended March 31, 2010, as compared to $1,036,000 for the
quarter ended March 31, 2009, an increase of $60,000, or 5.8%.
Excluding investment securities gains and losses, non interest
income was $1,132,000 for the first quarter of 2010, an increase of
$222,000, or 24.4% from the first quarter of 2009.  Increases in
trust department income, increased service charges and fees, a
$99,000 gain on sale of loans and an increase in other non interest
income were the primary reasons for the higher non interest income
in 2010.


NON-INTEREST EXPENSES

     Total non interest expenses, or other expenses, was $4,121,000
for the quarter ended March 31, 2010, as compared to $3,516,000 for
the quarter ended March 31, 2009.  The increase of $605,000, or
17.2% is comprised of salary and benefits increasing $318,000,
occupancy and fixed asset expense increasing $164,000, and other non
interest expense, including FDIC insurance, professional services
and state shares tax increasing $123,000.  These increases reflect
additional employees and benefit costs along with a new office
opening and upgrading to a new core processing system.

     Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non interest
expenses.  Salaries and benefits amounted to $2,210,000, or 53.6% of
total non interest expense for the three months ended March 31,
2010, as compared to 53.8% for the first three months of 2009.  Net
occupancy and fixed asset expense amounted to $671,000 for the three
months ended March 31, 2010, an increase of $164,000, or 32.3%.
Other non interest expenses, including FDIC insurance, professional
services and state shares tax amounted to $1,240,000 for the three
months ended March 31, 2010, an increase of $123,000, or 11.0% from
the first three months of 2009.  Our non interest expense in the
first quarter of 2010 is approximately 2.1% of average assets on an
annualized basis, which places us among the leaders of our peer
financial institutions at controlling total non interest expense.


INCOME TAXES

     Effective tax planning has helped produce favorable net income.
Income tax amounted to $552,000 for the three months ended March 31,
2010, as compared to $471,000 for 2009, an increase of $81,000.  The
effective total income tax rate was 20.2% for the first quarter of
2010 as compared to 18.3% for the first quarter of 2009.


ANALYSIS OF FINANCIAL CONDITION

ASSETS

     Total assets increased to $789,491,000 as of March 31, 2010, an
increase of $31,161,000 from year end 2009.  Total deposits
increased to $604,728,000 as of March 31, 2010, an increase of
$24,159,000, or 4.2% over year end 2009.  The increase in deposits
funded an increase in investment securities and an increase in
interest bearing deposits in other banks since loan demand was weak.


     During the first quarter of 2010 the Corporation decreased
short term borrowings to $14,904,000 as of March 31, 2010, as
compared to $17,462,000 as of December 31, 2009.  Long term
borrowings were $89,952,000 as of March 31, 2010, an increase of
$6,976,000 from the $82,976,000 reported December 31, 2009.



                                17


<PAGE>


EARNING ASSETS

     Our primary earning asset, loans, net of unearned income
decreased to $404,873,000 as of March 31, 2010, down $1,824,000, or
0.4% since year end 2009.  The loan portfolio continues to be
diversified.  Overall asset quality has declined with non performing
assets increasing since year end 2009.  Total non performing assets
were $4,360,000 as of March 31, 2010, an increase of $942,000, or
27.6% from the $3,418,000 reported in non performing assets as of
December 31, 2009.  Total allowance for loan losses to total non
performing assets was 122.3% as of March 31, 2010, down from 155.7%
at year end 2009.

     Besides loans, another primary earning asset is our overall
investment portfolio, which increased in size from December 31,
2009, to March 31, 2010.  Held to maturity securities amounted to
$5,279,000 as of March 31, 2010, an increase of $305,000 from
December 31, 2009.  Available for sale securities amounted to
$279,571,000 as of March 31, 2010, an increase of $9,886,000 from
year end 2009.  Interest bearing deposits with banks increased as of
March 31, 2010, to $29,756,000 from $7,227,000 at year end 2009.


ALLOWANCE FOR LOAN LOSSES

     Management performs a quarterly analysis to determine the
adequacy of the allowance for loan losses.  The methodology in
determining adequacy incorporates specific and general allocations
together with a risk/loss analysis on various segments of the
portfolio according to an internal loan review process.  Management
maintains its loan review and loan classification standards
consistent with those of its regulatory supervisory authority.
Management feels, considering the conservative portfolio
composition, which is largely composed of small retail loans
(mortgages and installments) with minimal classified assets, low
delinquencies, and favorable loss history, that the allowance for
loan loss is adequate to cover foreseeable future losses.

     Any loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been disclosed under
Industry Guide 3 do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially
impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which management is aware of
any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment
terms.

     The Corporation was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 2 above for details.


NON-PERFORMING ASSETS

     Non performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with loans
past due 90 days or more and still accruing.  As of March 31, 2010,
total non performing assets were $4,360,000 as compared to
$3,418,000 on December 31, 2009.  Non performing assets to total
loans and foreclosed assets was 1.1% as of March 31, 2010, and 0.84%
as of December 31, 2009.

     Interest income received on non performing loans as of March
31, 2010, was $5,000 compared to $61,000 for the year ending of
December 31, 2009.  Interest income, which would have been recorded
on these loans under the original terms as of March 31, 2010, and
December 31, 2009, were $263,000 and $242,000, respectively.  As of
March 31, 2010 and December 31, 2009, there were no outstanding
commitments to advance additional funds with respect to these non
performing loans.


DEPOSITS AND OTHER BORROWED FUNDS

     As indicated previously, total deposits increased $24,159,000
to $604,728,000 as of March 31, 2010 as non interest bearing
deposits increased by $3,429,000 and interest bearing deposits
increased by $20,730,000 as of March 31, 2010, from year end 2009.
Total short term and long term borrowings increased to $104,856,000
as of March 31, 2010, from $100,438,000 at year end 2009, an
increase of $4,418,000, or 4.4%.



                                18


<PAGE>


CAPITAL STRENGTH

     Normal increases in capital are generated by net income, less
cash dividends paid out.  Also, accumulated other comprehensive
income derived from unrealized losses on investment securities
available for sale decreased shareholders' equity, or capital net of
taxes, by $913,000 as of March 31, 2010, and reduced equity by
$2,583,000 as of December 31, 2009. Another factor which reduced
total equity capital as of March 31, 2010, and year end 2009 relates
to stock repurchase.  The Corporation had 247,159 shares of common
stock on March 31, 2010 and 247,641 on December 31, 2009, as
treasury stock.  This had an effect of our reducing our total
stockholders' equity by $6,224,000 on  March 31, 2010, and
$6,240,000 on December 31, 2009.

     Total stockholders' equity was $76,778,000 as of March 31,
2010, and $74,167,000 as of December 31, 2009.  Leverage ratio and
risk based capital ratios remain very strong.  As of March 31, 2010,
our leverage ratio was 7.39% compared to 7.44% as of December 31,
2009.  In addition, Tier I risk based capital and total risk based
capital ratio as of March 31, 2010, were 10.84% and 11.85%,
respectively.  The same ratios as of December 31, 2009 were 10.86%
and 11.90%, respectively.


LIQUIDITY

     The liquidity position of the Corporation remains adequate to
meet customer loan demand and deposit fluctuation.  Managing
liquidity remains an important segment of asset liability
management.  Our overall liquidity position is maintained by an
active asset liability management committee.

     Management feels its current liquidity position is
satisfactorily given a very stable core deposit base which has
increased annually.  Secondly, our loan payments and principal
paydowns on our mortgage backed securities provide a steady source
of funds.  Also, short term investments and maturing investment
securities represent additional sources of liquidity.  Finally,
short term borrowings are readily accessible at the Federal Reserve
Bank, Atlantic Central Bankers Bank, or the Federal Home Loan Bank.


Item 3.   Quantitative and Qualitative Disclosures about
          Market Risk

     There have been no material changes in the Company's
quantitative and qualitative market risks since December 31, 2009.
The composition of rate sensitive assets and rate sensitive
liabilities as of March 31, 2010 is very similar to December 31,
2009.


Item 4.   Controls and Procedures

          a)   Evaluation of disclosure controls and procedures.
The company maintains disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) designed to ensure that information required to be
disclosed in the reports that the company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.  Based upon their
evaluation of those disclosure controls and procedures performed as
of the end of the period covered by this report, the chief executive
and chief financial officer of the company concluded that the
company's disclosure controls and procedures were adequate.  The
company believes that a control system, no matter how well designed
and operated, cannot provide absolute assurance that the objectives
of the control system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected.

          b)      Changes in internal control over financial
reporting.  The company made no changes in its internal control over
financial reporting or in other factors that has materially
affected, or is reasonably likely to materially affect, the
company's internal control over financial reporting during the last
fiscal quarter.



                                19


<PAGE>


                     PART II - OTHER INFORMATION

     Item 1.     Legal Proceedings

                 None.


     Item 1A.    There have been no material changes to the risk
                 factors disclosed in Item 1A "Risk Factors" in our
                 Annual Report on Form 10-K for the year ended
                 December 31, 2008.


     Item 2.     Changes in Securities, Use of Proceeds and Issuer
                 Purchases of Equity Securities

<TABLE>
<CAPTION>

                                                     Total
                                                    Number          Maximum
                                                   of Shares       Number of
                                                   Purchased      Shares That
                                                  as Part of      May Yet Be
                     Total                         Publicly       Purchased
                      Number        Average       Announced       Under the
                   of Shares      Price Paid       Plans or         Plans or
     Period        Purchased       per Share       Programs         Programs
     ______        _________       _________       ________         ________

                <c>            <c>             <c>            <c>
January 1 -
January 31,
2010               ----           ----            ----           112,098

February 1 -
February 28,
2010               ----           ----            ----           112,098

March 1 -
March 31,
2010               ----           ----            ----           112,098

Total              ----           ----            ----           112,098

</TABLE>


     Item 3.     Defaults Upon Senior Securities

                 None.


     Item 4.     Removed and Reserved


     Item 5.     Other Information

                 The Company made no material changes to the
                 procedures by which shareholders may recommend
                 nominees to the Company's Board of Directors.



                                20


<PAGE>


     Item 6.     Exhibits and Reports on Form 8-K

                 (a)  Exhibits required by Item 601 Regulation S-K


Exhibit Number         Description of Exhibit
______________         ______________________

3i                     Articles of Incorporation, as amended
                       (Incorporated by reference to Exhibit 3(i) to
                       the Registrant's Report on Form 10Q for the
                       quarter ended March 31, 2006).

3ii                    By-Laws, as amended (Incorporated by
                       reference to Exhibit 3(ii) to the
                       Registrant's Report on Form 10Q for the
                       quarter ended March 31, 2006).

10.1                   Supplemental Employee Retirement Plan
                       (Incorporated by reference to Exhibit 10 to
                       the Registrant's Report on Form 10Q for the
                       quarter ended September 30, 2005).

10.2                   Management Incentive Compensation Plan

10.3                   Profit Sharing Plan (Incorporated by
                       reference to Exhibit 10 to the Registrant's
                       Report on Form 10Q for the quarter ended
                       September 30, 2006).

10.4                   First Keystone Corporation 1998 Stock
                       Incentive Plan (Incorporated by reference to
                       Exhibit 10 to the Registrant's Report on Form
                       10Q for the quarter ended September 30,
                       2006).

14                     Code of Ethics (Incorporated by reference to
                       Exhibit 14 to the Registrant's Report on Form
                       8K dated January 9, 2007).

31.1                   Rule 13a-15(e) and 15d-15(e) Certification of
                       Chief Executive Officer.

31.2                   Rule 13a-15(e) and 15d-15(e) Certification of
                       Chief Financial Officer.

32.1                   Section 1350 Certification of Chief Executive
                       Officer.

32.2                   Section 1350 Certification of Principal
                       Financial Officer.



                                21


<PAGE>


                      FIRST KEYSTONE CORPORATION

                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                             FIRST KEYSTONE CORPORATION
                             Registrant


May 10, 2010                 /s/ J. Gerald Bazewicz
                             J. Gerald Bazewicz
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)



May 10, 2010                 /s/ Diane C.A. Rosler
                             Diane C.A. Rosler
                             Senior Vice President and
                             Chief Financial Officer
                             (Principal Accounting Officer)



                                22


<PAGE>


                          INDEX TO EXHIBITS

Exhibit            Description
_______            ___________

3i                 Articles of Incorporation, as amended
                   (Incorporated by reference to Exhibit 3(i) to
                   the Registrant's Report on Form 10Q for the
                   quarter ended March 31, 2006).

3ii                By-Laws, as amended (Incorporated by reference
                   to Exhibit 3(ii) to the Registrant's Report on
                   Form 10Q for the quarter ended March 31, 2006).

10.1               Supplemental Employee Retirement Plan
                   (Incorporated by reference to Exhibit 10 to the
                   Registrant's Report on Form 10Q for the quarter
                   ended September 30, 2005).

10.2               Management Incentive Compensation Plan

10.3               Profit Sharing Plan (Incorporated by reference
                   to Exhibit 10 to the Registrant's Report on Form
                   10Q for the quarter ended September 30, 2006).

10.4               First Keystone Corporation 1998 Stock Incentive
                   Plan (Incorporated by reference to Exhibit 10 to
                   the Registrant's Report on Form 10Q for the
                   quarter ended September 30, 2006).

14                 Code of Ethics (Incorporated by reference to
                   Exhibit 14 to the Registrant's Report on Form 8K
                   dated January 9, 2007).

31.1               Rule 13a-15(e) and 15d-15(e) Certification of
                   Chief Executive Officer.

31.2               Rule 13a-15(e) and 15d-15(e) Certification of
                   Chief Financial Officer.

32.1               Section 1350 Certification of Chief Executive
                   Officer.

32.2               Section 1350 Certification of Principal
                   Financial Officer.



                                23