UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington,  D.C.  20549

                               FORM 10Q

Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended September 30, 2003

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 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, 2,923,245 shares as of September 30,
2003.


<PAGE>

                   PART I. - FINANCIAL INFORMATION

<TABLE>

Item. 1  Financial Statements

                        FIRST KEYSTONE CORPORATION
                       CONSOLIDATED BALANCE SHEETS

<CAPTION>

(Amounts in thousands, except per share data)

                                                  September     December
                                                    2003          2002
                                                 (Unaudited)

                                           <c>            <c>
ASSETS
Cash and due from banks                             $  4,403       $  7,396
Interest bearing deposits with banks                     968             60
Available-for-sale securities
  carried at estimated fair value                    234,564        209,823
Investment securities, held to
  maturity securities, estimated
  fair value of $4,375 and $5,925                      4,381          5,932
Loans, net of unearned income                        219,089        201,517
Allowance for loan losses                             (3,402)        (3,174)
                                                    ________       ________
Net loans                                           $215,687       $198,343
Bank premises and equipment                            3,763          3,430
Accrued interest receivable                            2,939          3,069
Cash surrender value of bank
  owned life insurance                                10,474         10,102
Other assets                                           1,365          1,371
                                                    ________       ________
  Total Assets                                      $478,544       $439,526
                                                    ========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
  Non-interest bearing                              $ 32,078       $ 30,057
  Interest bearing                                   320,393        300,689
                                                    ________       ________
  Total deposits                                    $352,471       $330,746
Short-term borrowings                                  6,461          9,067
Long-term borrowings                                  65,250         45,750
Accrued interest and other expenses                    2,140          1,648
Other liabilities                                      2,262          3,219
                                                    ________       ________

  Total Liabilities                                 $428,584       $390,430

STOCKHOLDERS' EQUITY
Common stock, par value $2 per share                $  6,154       $  6,150
Surplus                                               12,506         12,584
Retained earnings                                     30,741         27,395
Accumulated other comprehensive
  income (loss)                                        5,264          6,544
Treasury stock at cost 153,962
  shares in 2003 and 119,181 in 2002                  (4,705)        (3,577)
                                                    ________       ________
  Total Stockholders' Equity                        $ 49,960       $ 49,096

  Total Liabilities and
    Stockholders' Equity                            $478,544       $439,526
                                                    ========       ========

See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  1
<PAGE>

<TABLE>

                        FIRST KEYSTONE CORPORATION
                    CONSOLIDATED STATEMENTS OF INCOME
          FOR THE THREE MONTHS ENDED September 30, 2003 AND 2002
                               (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                   2003           2002

                                          <c>             <c>
INTEREST INCOME
Interest and fees on loans                           $3,617          $3,788
Interest and dividend income
  on securities                                       2,609           2,743
Interest on deposits in banks                             5              52
                                                     ______          ______
  Total Interest Income                              $6,231          $6,583

INTEREST EXPENSE
Interest on deposits                                 $1,857          $2,049
Interest on short-term borrowings                        35              33
Interest on long-term borrowings                        683             987
                                                     ______          ______
  Total Interest Expense                             $2,575          $3,069

Net interest income                                  $3,656          $3,514
Provision for loan losses                                75             125
                                                     ______          ______
Net Interest Income After
  Provision for Loan Losses                          $3,581          $3,389

OTHER INCOME
Service charges on deposit accounts                  $  452          $  339
Other non-interest income                               303             191
Investment securities gains
  (losses) net                                           89              18
                                                     ______          ______
  Total Other Income                                 $  844          $  548

OTHER EXPENSES
Salaries and employee benefits                       $1,133          $1,052
Net occupancy and fixed asset
  expense                                               311             302
Other non-interest expense                              656             638
                                                     ______          ______
  Total Other Expenses                               $2,100          $1,992

Income before income taxes                           $2,325          $1,945
Applicable income tax (benefit)                         491             397
                                                     ______          ______
Net Income                                           $1,834          $1,548
                                                     ======          ======
Net Income Per Share
  Basic                                              $  .62          $  .52
  Diluted                                               .62             .52
  Cash dividends                                        .24             .21


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  2
<PAGE>

<TABLE>

                        FIRST KEYSTONE CORPORATION
                    CONSOLIDATED STATEMENTS OF INCOME
          FOR THE NINE MONTHS ENDED September 30, 2003 AND 2002
                               (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                   2003           2002

                                          <c>            <c>
INTEREST INCOME
Interest and fees on loans                         $10,698        $11,274
Interest and dividend income
  on securities                                      7,943          8,105
Interest on deposits in banks                           32             61
                                                   _______        _______
  Total Interest Income                            $18,673        $19,440

INTEREST EXPENSE
Interest on deposits                               $ 5,787        $ 6,060
Interest on short-term borrowings                       86            117
Interest on long-term borrowings                     1,869          2,247
                                                   _______        _______
  Total Interest Expense                           $ 7,742        $ 8,424

Net interest income                                $10,931        $11,016
Provision for loan losses                              350            425
                                                   _______        _______
Net Interest Income After
  Provision for Loan Losses                        $10,581        $10,591

OTHER INCOME
Service charges on deposit accounts                $ 1,230         $  922
Other non-interest income                            1,003            580
Investment securities gains
  (losses) net                                         265             26
                                                   _______        _______
  Total Other Income                               $ 2,498        $ 1,528

OTHER EXPENSES
Salaries and employee benefits                     $ 3,315        $ 3,076
Net occupancy and fixed asset
  expense                                              904            812
Other non-interest expense                           1,930          1,825
                                                   _______        _______
  Total Other Expenses                             $ 6,149        $ 5,713

Income before income taxes                         $ 6,930        $ 6,406
Applicable income tax (benefit)                      1,461          1,467
                                                   _______        _______
Net Income                                         $ 5,469        $ 4,939
                                                   =======        =======
Net Income Per Share
  Basic                                            $  1.85        $  1.66
  Diluted                                             1.85           1.66
  Cash Dividends                                       .72            .61



See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  3
<PAGE>

<TABLE>

                        FIRST KEYSTONE CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTHS ENDED September 30, 2003 AND 2002
                               (Unaudited)

<CAPTION>

(Amounts in thousands)
                                                   2003           2002

                                          <c>            <c>
OPERATING ACTIVITIES
Net income                                          $  5,469       $  4,939
Adjustments to reconcile net
  income to net cash provided
  by operating activities:
  Provision for loan losses                              350            425
  Provision for depreciation and
    amortization                                         378            292
  Premium amortization on investment
    securities                                           902            369
  Discount accretion on investment
    securities                                          (338)          (486)
  Gain on sale of mortgage loans                        (241)          (184)
  Proceeds from sale of mortgage loans                12,338          6,712
  Originations of mortgage loans
    for resale                                       (15,264)        (6,930)
  (Gain) loss on sales of investment
    securities                                          (266)           (26)
  (Gain) loss on sales of other real
    estate owned                                          18              0
  Deferred income tax (benefit)                          (81)          (109)
  (Increase) decrease in interest
    receivable and other assets                          130           (244)
  Increase in cash surrender value of
    bank owned life insurance                           (372)             0
  Increase (decrease) in interest
    payable, accrued expenses and
    other liabilities                                    237           (203)
                                                    ________       ________
  Net Cash Provided by Operating
    Activities                                      $  3,260       $  4,555

INVESTING ACTIVITIES
  Purchases of investment securities
    available-for-sale                              $(89,925)      $(77,489)
  Purchase of investment securities
    held-to-maturity 0                                  (983)
  Proceeds from sales of investment
   securities available for sale                      24,228         41,922
  Proceeds from maturities and
    redemptions of investment
    securities available for sale                     39,449         14,600
  Proceeds from maturities and
    redemption of investment
    securities held to maturity                          859            832
  Partial investment in Benton
    Elderly Housing Ltd Partnership                       (2)             0
  Net (increase) decrease in loans                   (14,654)        (2,316)
  Purchase of premises and equipment                    (667)          (497)
  Proceeds from sale of other real
    estate owned                                          73             75
                                                    ________       ________
  Net Cash Used by Investing
    Activities                                      $(40,639)      $(23,856)

FINANCING ACTIVITIES
  Net increase (decrease) in deposits               $ 21,725       $ 32,273
  Net increase (decrease) in
    short term borrowings                             (2,606)        (3,876)
  Net increase (decrease) in
    long term borrowings                              19,500          1,500
  Acquisition of treasury stock                       (1,374)          (240)
  Proceeds from sale of treasury stock                   120             18
  Proceeds from issuance of
    common stock                                          52              0
  Cash dividends                                      (2,123)        (1,820)
                                                    ________       ________
  Net Cash Provided by Financing
    Activities                                      $ 35,294       $ 27,855
  Increase (Decrease) in Cash and
    Cash Equivalent                                   (2,085)         8,554
Cash and Cash Equivalents, Beginning                   7,456          6,550
                                                    ________       ________
Cash and Cash Equivalents, Ending                   $  5,371       $ 15,104
                                                    ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION
  Cash paid during period for
    Interest                                        $  7,768       $  8,540
    Income Taxes                                       1,316          1,808


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  4

<PAGE>

                      FIRST KEYSTONE CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          September 30, 2003
                             (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, The
First National Bank of Berwick (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 ten full service
offices and 14 ATMs located in Columbia, Luzerne and Montour
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.


                                5

<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
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. The cost of investment securities
sold, redeemed or matured is based on the specific identification
method.

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,
depending on the type of loan. 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.

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


                                6

<PAGE>

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.

DERIVATIVES
     The Bank has outstanding loan commitments that relate to the
origination of mortgage loans that will be held for resale.
Pursuant to Statement of Financial Accounting Standards (SFAS) No.
133 "Accounting for Derivative Instruments and Hedging Activities"
as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" and the guidance
contained within the Derivatives Implementation Group Statement 133
Implementation Issue No. C 13, the Bank has accounted for such loan
commitments as derivative instruments.  The effective date of the
implementation guidance is the first day of the first fiscal quarter
beginning after April 10, 2002.  The outstanding loan commitments in
this category did not give rise to any losses for the period ending
after the implementation date, as the fair market value of each
outstanding loan commitment exceeded the Bank's cost basis in each
outstanding loan commitment.

PREMISES AND EQUIPMENT
     Premises, improvements and equipment are stated at cost less
accumulated depreciation computed principally on 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 retains 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.

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.

INVESTMENT IN REAL ESTATE VENTURE
     In October of 2000, the Bank became a limited partner in a real
estate venture that owns and operates an affordable residential low
income housing apartment building for elderly residents. The
investment is accounted for under the effective yield method under
the Emerging Issues Task Force (EITF) 94-1 "Accounting for Tax
Benefits Resulting from Investments in Affordable Housing Projects".
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
credit allocated, net of any amortization of the investment in the
limited partnership, is recognized in the consolidated statements of
income as a component of income tax expense.  The annual amount of
tax credits allocated to the Bank were $80,866 for each of the years
2003 and 2002, and the annual amortization of the limited
partnership investment was $57,820 and $55,263 in 2003 and 2002,
respectively.  The annual amounts are prorated for interim periods.
The carrying value of the investment as of September 30, 2003 and
December 31, 2002, was $518,656 and $562,021, respectively, and is
carried in Other Assets in the accompanying consolidated balance
sheet.


                                7

<PAGE>

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.

STOCK BASED COMPENSATION
     The Corporation accounted for stock options and shares issued
under the Stock Option Incentive Plan through December 31, 2002 in
accordance with Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees".  Under this method no
compensation expense is recognized for stock options when the
exercise price equals the fair value of the options at the grant
date. Under provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
the fair value of a stock option is required to be recognized as
compensation expense over the service period (generally the vesting
period). As permitted under SFAS No. 123 the Corporation had elected
to continue to account for its stock option plan in accordance with
APB No. 25.

     As of the first quarter 2003, the Corporation adopted Statement
of Financial Accounting Standards (SFAS) No. 148, "Accounting for
Stock Based Compensation  Transition and Disclosures" (See recent
accounting pronouncements).  The Corporation elected to use the
"prospective method" of accounting for stock options as allowed by
the Standard.  Since no stock options were granted during 2003,
application of the newly required standard had no impact on the
Corporation's Consolidated Financial Condition or Results of
Operations for the period ended September 30, 2003.

PER SHARE DATA
     Statement of Financial Accounting Standards (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.

     Per share data has been adjusted retroactively for stock splits
and stock dividends.

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.

     The Corporation transferred loans to foreclosed assets held for
sale in the amounts of $128,258 and $30,000 for the periods ended
September 30, 2003 and 2002, respectively.

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
     Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets" is generally effective for
fiscal years beginning after December 31, 2001, and addresses the
financial accounting and reporting for acquired goodwill and other
intangible assets and replaces APB Opinion No. 17, "Intangible
Assets". The statement addresses how intangible assets that are
acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in
financial statements upon their acquisition. Goodwill and other
intangible assets with an indefinite useful life should not be
amortized but should be tested for impairment at least annually.
Intangibles that are separable from goodwill and that have a
determinable useful life should be amortized over the determinable
useful life. The standard does not have any impact on the
Corporation's consolidated financial condition or results of
operations.


                                8

<PAGE>

     Statement of Financial Accounting Standards (SFAS) No. 143,
"Accounting for Asset Retirement Obligations" is generally effective
for financial statements for fiscal years beginning after June 15,
2002. The statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long lived
assets and the associated asset retirement costs.  It applies to
legal obligations associated with the retirement of long lived
assets that result from the acquisition, construction development
and (or) the normal operation of a long lived asset. The Statement
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of
the long lived asset. This standard does not have any impact on the
Corporation's consolidated financial condition or results of
operations.

     Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" is
generally effective for financial statements issued for fiscal years
beginning after December 15, 2001, and for interim periods within
those fiscal years. The statement addresses financial accounting and
reporting for the impairment or disposal of long lived assets. The
statement replaces FASB Statement No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long Lived Assets to be
Disposed Of", and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions", for the
disposal of a "segment of a business" (as previously defined in that
Opinion). The statement also amends ARB No. 51, "Consolidated
Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. This
standard does not have any impact on the Corporation's consolidated
financial conditions or results of operations.

     Statement of Financial Accounting Standards (SFAS) No. 145,
"Recession of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections" is generally effective
for financial statements issued on or after May 15, 2002. The
statement rescinds FASB Statement No. 4, "Reporting Gains and Losses
from Extinguishment of Debt", and an amendment of that statement,
FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements".  The statement amends FASB Statement No.
13, "Accounting for Leases", to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have
economic effects that are similar to sale leaseback transactions.
The statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions.
This standard does not have any impact on the Corporation's
consolidated financial condition or results of operations.

     Statement of Financial Accounting Standards (SFAS) No. 148,
"Accounting for Stock Based Compensation - Transition and
Disclosure" is generally effective for financial statements for
fiscal years and interim periods beginning after December 31, 2002.
The statement amends SFAS No. 123, "Accounting for Stock Based
Compensation", to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation.  The statement also amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about
the method of accounting for stock-based compensation and the effect
of the method used on reported results.  The Corporation has elected
to adopt SFAS 148 for the first quarter 2003 using the "prospective
method" of accounting for stock options as allowed for in the
Standard.

     Statement of Financial Accounting Standards (SFAS) No. 149,
"Amendments to SFAS 133 on Derivative Instruments and Hedging
Activities" is generally effective for contracts entered into after
June 30, 2003.  This Statement amends and clarifies financial
accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities
under SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities".  The changes in this Statement improve
financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly.  The changes will result
in more consistent reporting of contracts as either derivatives or
hybrid instruments.  This standard does not have any impact on the
Corporation's consolidated financial position or results of
operations.

     Statement of Financial Accounting Standards (SFAS) No. 150
"Accounting for Certain Financial Instruments with characteristics
of Both Liabilities and Equity" is generally effective for financial
instruments entered into or modified after May 31, 2003 and for
contracts in existence at the start of the first interim period
beginning after June 15, 2003.  This Statement establishes new
standards for classification, measurement and disclosure of certain
types of financial instruments having characteristics of both
liabilities and equity, including instruments that are mandatorily
redeemable and that embody obligations requiring or permitting
settlement by transferring assets or by issuing an entity's own
shares.  This standard does not have any impact on the Corporation's
consolidated financial position or results of operations.


                                9

<PAGE>

ADVERTISING COSTS
     It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
periods ended September 30, 2003 and 2002, was approximately
$175,090 and $159,850, respectively.

REPORTING FORMAT
     Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2003 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
September 30, 2003, and September 30, 2002, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
                                                2003         2002
                                                ____         ____

                                       <c>           <c>
Balance, January 1                               $3,174        $2,922
Provision charged to operations                     350           425
Loans charged off                                  (158)         (287)
Recoveries                                           36            92
                                                               ______   ______
Balance, September 30                            $3,402        $3,152
                                                               ======   ======

</TABLE>

     At September 30, 2003, the recorded investment in loans that
are considered to be impaired as defined by SFAS No. 114 was
$37,202. 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 September 30, 2003, there were no significant commitments to
lend additional funds with respect to non-accrual and restructured
loans.

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. 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.


                                10

<PAGE>

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 September 30, 2003, and December
31, 2002, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
                                         September 30,   December 31,
                                              2003           2002
                                              ____           ____

                                     <c>            <c>
Financial instruments whose
  contract amounts represent
  credit risk:
  Commitments to extend credit                 $22,025         $24,742
  Standby letters of credit                      3,686           3,630

</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.

     The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne, and Montour, Pennsylvania. It is management's
opinion that the loan portfolio was well balanced and diversified at
September 30, 2003, 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.


                                11

<PAGE>

Note 6.  STOCKHOLDERS' EQUITY

    Changes in Stockholders' Equity for the period ended September
30, 2003, were are follows:

<TABLE>
<CAPTION>

(Amounts in thousands, except common share data)

                                         Common          Common
                                         Shares         Stock        Surplus
                                         ______          ______      _______

                                  <c>              <c>         <c>
Balance at January 1, 2003                3,075,180        6,150       12,584

Comprehensive Income:
Net Income
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects
Total Comprehensive
  income (loss)
Purchase of 41,987 shares
  treasury stock
Sale of 7,206 shares
  treasury stock                                                         (126)
Sale of 2,027 shares
  of common stock                             2,027            4           48
Cash dividends -
  $.72 per share
                                          _________        _____       ______
Balance at September 30, 2003             3,077,207        6,154       12,506


<CAPTION>

(Amounts in thousands, except common share data)

                                                               Accumulated
                                     Compre-                       Other
                                     hensive       Retained   Comprehensive
                                     Income         Earnings   Income (Loss)
                                     ______          ______      _______


                               <c>           <c>            <c>
Balance at January 1, 2003                           27,395         6,544

Comprehensive Income:
Net Income                             5,469          5,469
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects                             (1,280)                      (1,280)
                                      ______
Total Comprehensive
  income (loss)                        4,189
                                       =====
Purchase of 41,987 shares
  treasury stock
Sale of 7,206 shares
  treasury stock
Sale of 2,027 shares
  of common stock
Cash dividends -
   $.72 per share                                    (2,123)
                                                     ______         _____
Balance at September 30, 2003                        30,741         5,264


<CAPTION>

(Amounts in thousands, except common share data)

                                                Treasury
                                                  Stock         Total
                                                  _____         _____

                                          <c>            <c>
Balance at January 1, 2003                        (3,577)        49,096

Comprehensive Income:
Net Income                                                        5,469
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects                                                        (1,280)
Total Comprehensive
  income (loss)
Purchase of 41,987 shares
  treasury stock                                  (1,374)        (1,374)
Sale of 7,206 shares
  treasury stock                                     246            120
Sale of 2,027 shares
  of common stock                                                    52
Cash dividends -
  $.72 per share                                                 (2,123)
                                                  ______         ______
Balance at September 30, 2003                     (4,705)        49,960

</TABLE>


     On June 23, 2003 the Board of Directors authorized a plan to
purchase, in the open market and privately negotiated transactions, up
to 100,000 shares of its outstanding common stock.  Any repurchased
shares will be added to existing treasury stock acquired and 15,344
shares of treasury stock remaining to be acquired under the repurchase
plan previously authorized in March 2001.  The treasury stock acquired
will be used for general corporate purposes.


NOTE 7.  COMMITMENTS

     The Corporation has entered into agreements to build a new branch
office building on Corporation owned land and will replace its
existing leased facility in Bloomsburg, Pennsylvania.  The estimated
costs of the project are expected to total $1,325,000 and is expected
to be completed in the second quarter of 2004.

     The Corporation has entered into an agreement to acquire a 49.99%
limited partnership interest in The Benton Elderly Housing Limited
Partnership, a real estate venture, that will operate an affordable
residential low income housing facility for elderly residents in
Benton, Pennsylvania.  The required investment by the Corporation will
be approximately $385,000 and the project is expected to be completed
by the end of 2003.

     The Corporation entered into an agreement on October 8, 2003 with
First Federal Bank, Hazleton, Pennsylvania, to purchase certain fixed
and related operating assets for approximately $900,000 and assume
certain deposit liabilities of approximately $12,000,000, subject to a
deposit premium of First Federal's Danville Office.  The purchase is
subject to regulatory approval.


                                 12

<PAGE>

NOTE 8.  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 accountants, J. H. Williams & Co., LLP,
reviewed these consolidated financial statements as stated in their
accompanying review report.

     The results of operations for the nine month period ended
September 30, 2003, 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 generally accepted
accounting principles 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, 2002, filed with
the Securities and Exchange Commission.


                                 13

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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 September 30, 2003, and the
related consolidated statements of income and cash flows for the three
and nine month periods ended September 30, 2003 and 2002.  These
consolidated financial statements are the responsibility of the
management of First Keystone Corporation and Subsidiary.

We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America,
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 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 auditing standards
generally accepted in the United States of America, the consolidated
balance sheet of First Keystone Corporation and Subsidiary as of
December 31, 2002, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated January 13, 2003, 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, 2002, 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
October 8, 2003


                                 14

<PAGE>

Item 2.   First Keystone Corporation Management's Discussion
          and Analysis of Financial Condition and
          Results of Operation as of September 30, 2003


     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 third
quarter of 2003 of $1,834,000, an increase of $286,000 or 18.5% from
the third quarter of 2002.  Nine months net income for the period
ended September 30, 2003, amounted to $5,469,000, an increase of 10.7%
from the $4,939,000 net income reported September 30, 2002.  The
increase in year-to-date net income for 2003 was primarily the result
of improved non interest or fee income including security gains.  On a
per share basis, net income per share increased to $1.85 for the nine
months of 2003, compared to $1.66 for the first nine months of 2002,
while dividends increased to $.72 per share up from $.61 in 2002, or
an increase of 18.0%.  Per share data has been adjusted to reflect a
5% dividend paid August 6, 2002.

     Year to date net income annualized amounts to a return on average
common equity of 14.16% and a return on assets of 1.58%.  For the nine
months ended September 30, 2002, these measures were 15.33% and 1.62%,
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 third quarter of 2003, interest income amounted to $6,231,000, a
decrease of $352,000 or 5.3% from the third quarter of 2002.  Interest
expense amounted to $2,575,000 in the third quarter of 2003, a
decrease of $494,000, or 16.1% from the third quarter of 2002.
Accordingly, net interest income amounted to $3,656,000 in the third
quarter of 2003, an increase of $142,000, or 4.0% over the third
quarter of 2002.  Year to date for the nine months ended September 30,
2003, total interest income decreased $767,000, or 3.9% from the first
nine months of 2002.  Total interest expense decreased $682,000, or
8.1% for the first nine months of 2003 from 2002.  This resulted in
net interest income decreasing $85,000 to $10,931,000 as of September
30, 2003.  The decreased net interest income reflects the tightening
of our net interest margin for the nine months ending September 30,
2003.

     Our net interest margin for the quarter ended September 30, 2003,
was 3.53% compared to 3.74% for the quarter ended September 30, 2002.
For the nine months ended September 30, 2003, our net interest margin
was 3.65% compared to 4.04% for the first nine months of 2002.


                                 15

<PAGE>

PROVISION FOR LOAN LOSSES

     The provision for loan losses for the quarter ended September 30,
2003, was $75,000 compared to $125,000 for the third quarter of 2002.
Year to date, the provision for loan losses amounts to $350,000 in
2003 as compared to the $425,000 provision for the period ended
September 30, 2002, reflecting reduced charge offs.  Net charge offs
amounted to $122,000 for the nine months ended September 30, 2003, as
compared to $195,000 for the first nine months of 2002.

     The allowance for loan losses as a percentage of loans, net of
unearned interest was 1.55% as of September 30, 2003, and 1.58% as of
December 31, 2002.


NON INTEREST INCOME

     Total non interest or other income was $844,000 for the quarter
ended September 30, 2003, as compared to $548,000 for the quarter
ended September 30, 2002.  Excluding investment security gains and
losses, non interest income was $755,000 for the third quarter of
2003, as compared to $530,000 in the third quarter of 2002, an
increase of 42.5%.  For the nine months ended September 30, 2003,
total non interest income was $2,498,000, an increase of $970,000, or
63.5% from the first nine months of 2002.  In both the third quarter
of 2003 and for the nine months ended September 30, 2003, the increase
in non interest income was the result of an increase in service
charges on deposit accounts, an increase in other non interest income,
and an increase in investment security gains.  The increase in cash
surrender value of bank owned life insurance purchased in the fourth
quarter of 2002 was the principal reason for the increase in other non
interest income.


NON INTEREST EXPENSES

 Total non interest, or other expenses, was $2,100,000 for the
quarter ended September 30, 2003, as compared to $1,992,000 for the
quarter ended September 30, 2002.  The increase of $108,000, or 5.4%,
is comprised of salary and benefits increasing $81,000, occupancy
expense increasing $9,000, and other non interest expense increasing
$18,000.

 For the nine months ended September 30, 2003, total non interest
expense was $6,149,000, an increase of $436,000, or 7.6% over the
first nine months of 2002.  Expenses associated with employees
(salaries and employee benefits) continue to be the largest category
of non-interest expenses.  Salaries and benefits amount to 53.9% of
total non interest expense for the nine months ended September 30,
2003, as compared to 53.8% for the first nine months of 2002.
Salaries and benefits amounted to $3,315,000 for the nine months ended
September 30, 2003, an increase of $239,000, or 7.8% over the first
nine months of 2002.  Net occupancy expense amounted to $904,000 for
the nine months ended September 30, 2003, an increase of $92,000, or
11.3% from 2002.  Other non-interest expenses amounted to $1,930,000
for the nine months ended September 30, 2003, an increase of $105,000,
or 5.8% over the first nine months of 2002.  Even with the increase in
non interest expenses in 2003, our overall non interest expense
continues at less than 2% of average assets on an annualized basis.
This places us among the leaders of our peer financial institutions at
controlling non interest expense.


INCOME TAXES

     Effective tax planning has helped produce favorable net income.
The effective total income tax rate was 21.1% for the third quarter of
2003 as compared to 20.4% for the third quarter of 2002.  For the nine
months ended September 30, 2003, our tax liability amounted to
$1,461,000 for an effective tax rate of 21.1% as compared to an
effective tax rate of 22.9% for the first nine months of 2002.  The
decrease in our effective tax rate was due primarily to the tax
savings derived from our investment in bank owned life insurance in
the fourth quarter of 2002.


                                 16

<PAGE>

ANALYSIS OF FINANCIAL CONDITION

ASSETS

     Total assets increased to $478,544,000 as of September 30, 2003,
an increase of $39,018,000, or 8.9% over year end 2002.  Total
deposits increased to $352,471,000 as of September 30, 2003, an
increase of $21,725,000, or 6.6% over year end 2002.

     The Corporation used the increase in total deposits to fund
primarily an increase in earnings assets, in particular, total loans
and investment securities.  Borrowings increased $16,894,000 from
December 31, 2002.  Short term borrowings decreased to $6,461,000 as
of September 30, 2003, down $2,606,000 from year end 2002.  Long term
borrowings increased to $65,250,000 as of September 30, 2003, up
$19,500,000 from year end 2002.


EARNING ASSETS

     Our primary earning asset, loans, net of unearned income
increased to $219,089,000 as of September 30, 2003, up $17,572,000, or
8.7% since year end 2002.  The loan portfolio is well diversified and
increases in the portfolio have been primarily from increased
originations of real estate loans and commercial loans secured by real
estate.  Asset quality remains relatively strong with past due loans
and non performing loans being relatively stable.

     In addition to loans, another primary earning asset is our
investment portfolio which also increased in size from December 31,
2002, to September 30, 2003.  Held to maturity securities amounted to
$4,381,000 as of September 30, 2003, a decrease of $1,551,000, or
26.1% since year end 2002.  However, available for sale securities
increased to $234,564,000 as of September 30, 2003, an increase of
$24,741,000, or 11.8% from year-end 2002.  Interest bearing deposits
with banks increased to $968,000 on September 30, 2003, as compared to
$60,000 as of December 31, 2002.


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 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 company was required to adopt Financial Accounting Standards
Board Statement No. 114, "Accounting by Creditors for Impairment of a
Loan" - Refer to Note 5 above for details.


                                 17

<PAGE>

ON-PERFORMING ASSETS

     Non performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with the
loans past due 90 days or more and still accruing.  As of September
30, 2003, total non performing assets were $466,000 as compared to
$458,000 on December 31, 2002.  Non-performing assets to total loans
and foreclosed assets was .21% as of September 30, 2003, and .23% as
of December 31, 2002.

     Interest income received on non performing loans as of September
30, 2003, was $14,511 compared to $19,179 as of December 31, 2002.
Interest income, which would have been recorded on these loans under
the original terms as of September 30, 2003, and December 31, 2002,
was $28,048 and $38,956, respectively.  As of September 30, 2003 and
December 31, 2002, there was 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 by $21,725,000
as non interest bearing deposits increased by $2,021,000 and interest
bearing deposits increased by $19,704,000 as of September 30, 2003,
from year end 2002.  Total short term and long term borrowings which
increased by $16,894,000 from year-end 2002 also helped fund the
growth in loans and investment securities.


CAPITAL STRENGTH

     Normal increases in capital are generated by net income, less
cash dividends paid out.  Also, accumulated other comprehensive income
derived from unrealized gains on investment securities available for
sale increased shareholders' equity, or capital net of taxes, by
$5,264,000 as of September 30, 2003, and $6,544,000 as of December 31,
2002.  Our stock repurchase plan repurchased 153,962 shares as
treasury stock as of September 30, 2003 and 119,181 shares as treasury
stock as of December 31, 2002.  This had an effect of our reducing our
total stockholders' equity by $4,705,000 on September 30, 2003, and
$3,577,000 as of December 31, 2002.

     Total stockholders' equity was $49,960,000 as of September 30,
2003, and $49,096,000 as of December 31, 2002.  Leverage ratio and
risk based capital ratios remain very strong.  As of September 30,
2003, our leverage ratio was 9.38% compared to 9.78% as of December
31, 2002.  In addition, Tier I risk based capital and total risk based
capital ratio as of September 30, 2003, were 15.71% and 17.04%,
respectively.  The same ratios as of December 31, 2002, were 15.80%
and 17.11%, 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 discount window, Atlantic
Central Bankers Bank, or the Federal Home Loan Bank.


                                 18

<PAGE>

Item 3.   Controls and Procedures

     a)      Evaluation of disclosure controls and procedures.  The
company maintains controls and procedures 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 controls and
procedures performed within 90 days of the filing date of this report,
the chief executive and chief financial officers of the company
concluded that the company's disclosure controls and procedures were
adequate.

     b)      Changes in internal controls.  The Company made no
significant changes in its internal controls or in other factors that
could significantly affect these controls subsequent to the date of
the evaluation of the controls by the Chief Executive and Chief
Financial officers.


                                 19

<PAGE>

                      PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings

                None.


     Item 2.    Changes in Securities

                None.


     Item 3.    Defaults Upon Senior Securities

                None.


     Item 4.    Submission of Matters to a Vote of Security Holders

                Annual Meeting of Shareholders of First Keystone
                Corporation held on Tuesday, April 15, 2003, at 10:00
                a.m.

<TABLE>
<CAPTION>

                                                     Votes       Votes
Directors Elected                   Votes For       Against      Withheld
_________________                   _________        ______      _______

                             <c>              <c>             <c>
Budd L. Beyer                   2,239,286        29,476          0
Frederick E. Crispin, Jr.       2,240,680        28,082          0
Jerome F. Fabian                2,241,104        27,658          0
Robert J. Wise                  2,240,042        28,720          0


<CAPTION>

                                                 Broker
Directors Elected               Abstentions      Non-Votes
_________________               _________        ______

                             <c>              <c>
Budd L. Beyer                   0                0
Frederick E. Crispin, Jr.       0                0
Jerome F. Fabian                0                0
Robert J. Wise                  0                0

</TABLE>


Directors Continuing:
____________________

John Arndt, term expires in 2004
J. Gerald Bazewicz, term expires in 2004
Robert E. Bull, term expires in 2004
Don E. Bower, term expires in 2005
John L. Coates, term expires in 2005
Dudley P. Cooley, term expires in 2005


Matters Voted Upon:

Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.

Votes For - 2,251,664
Votes Against - 469
Votes Withheld -  0
Abstentions - 16,629
Broker Non-Votes -  0


     Item 5.   Other Information

               None.


                                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, 2001)

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, 2001)

10.1               Supplemental Employee Retirement Plan
                       (Incorporated by reference to Exhibit 10 to
                        Registrant's Annual Report on Form 10K for
                        the year ended December 31, 2000)

10.2                Management Incentive Compensation Plan
                        (Incorporated by reference to Exhibit 10 to
                        Registrant's Report on Form 10Q for the
                        quarter ended September 30, 2001)

10.3                Profit Sharing Plan (Incorporated by
                        reference to Exhibit 10 to Registrant's
                        Report on Form 10Q for the quarter ended
                        September 30, 2001)

10.4                First Keystone Corporation 1998 Stock
                        Incentive Plan (Incorporated by reference to
                        Exhibit 10 to Registrant's Report on Form 10Q
                        for the quarter ended September 30, 2001)

 11                   Statement RE:  Computation of Earnings Per
                         Share.

 99.1                 Certification of Principal Executive Officer
                      Pursuant to 18 U.S.C. Section 1350

 99.2                 Certification of Principal Financial Officer
                      Pursuant to 18 U.S.C. Section 1350


        (b)  During the quarter ended September 30, 2002, the
registrant filed the following reports on Form 8K:

Date of Report     Item     Description
______________     ____     ___________

July 28, 2003       5       Press release announcing 8% increase in
                            second quarter earnings


                                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


November 12, 2003            /s/ J. Gerald Bazewicz
                             J. Gerald Bazewicz
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)



November 12, 2003            /s/ David R. Saracino
                             David R. Saracino
                             Treasurer/Chief Financial Officer
                             (Principal Accounting Officer)


                                22

<PAGE>

                            CERTIFICATION


I, J. Gerald Bazewicz, President and Chief Executive Officer,
certify, that:

  1.     I have reviewed this quarterly report on Form 10Q for
the period ended September 30, 2003, of First Keystone Corporation.

    2.     Based on my knowledge, the quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report.

    3.     Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.

    4.     The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:

       a)   designed such disclosure controls and procedures to
    ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us
    by others within those entities, particularly during the
    period in which this quarterly report is being prepared;

       b)   evaluated the effectiveness of the registrant's
    disclosure controls and procedures as of a date within 90 days
    prior to the filing date of this quarterly report (the
    "Evaluation Date"); and

       c)   presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date.

    5.     The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

       a)   all significant deficiencies in the design or
    operation of the internal controls which could adversely
    affect the registrant's ability to record, process, summarize
    and report financial data and have identified for the
    registrant's auditors any material weaknesses in internal
    controls; and

       b)   any fraud, whether or not material, that involves
    management or other employees who have a significant role in
    the registrant's internal controls.

    6.     The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect the internal controls subsequent to the
date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.




                           /s/ J. Gerald Bazewicz
                           J. Gerald Bazewicz
                           President and Chief Executive Officer


Date:  November 12, 2003


                                23

<PAGE>

                            CERTIFICATION


I, David R. Saracino, Treasurer and Chief Financial Officer,
certify, that:

     1.     I have reviewed this quarterly report on Form 10Q for
the period ended September 30, 2003, of First Keystone Corporation.

    2.     Based on my knowledge, the quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report.

    3.     Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.

    4.     The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:

       a)   designed such disclosure controls and procedures to
    ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us
    by others within those entities, particularly during the
    period in which this quarterly report is being prepared;

       b)   evaluated the effectiveness of the registrant's
    disclosure controls and procedures as of a date within 90 days
    prior to the filing date of this quarterly report (the
    "Evaluation Date"); and

       c)   presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date.

    5.     The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

       a)   all significant deficiencies in the design or
    operation of the internal controls which could adversely
    affect the registrant's ability to record, process, summarize
    and report financial data and have identified for the
    registrant's auditors any material weaknesses in internal
    controls; and

       b)   any fraud, whether or not material, that involves
    management or other employees who have a significant role in
    the registrant's internal controls.

    6.     The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect the internal controls subsequent to the
date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.




                          /s/ David R. Saracino
                          David R. Saracino
                          Treasurer and Chief Financial Officer


Date:  November 12, 2003


                                24

<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, 2001)

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, 2001)

9                  None.

10.1               Supplemental Employee Retirement Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Annual Report on Form 10K for the
                   year ended December 31, 2000)

10.2               Management Incentive Compensation Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10Q for the quarter
                   ended September 30, 2001)

10.3               Profit Sharing Plan (Incorporated by reference
                   to Exhibit 10 to Registrant's Report on Form 10Q
                             for the quarter ended September 30, 2001)

10.4               First Keystone Corporation 1998 Stock Incentive
                   Plan (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10Q for the quarter
                   ended September 30, 2001)

 11                Compensation of Earning Per Share

 99.1              Certification of Principal Executive Officer
                   Pursuant to 18 U.S.C. Section 1350

 99.2              Certification of Principal Financial Officer
                   Pursuant to 18 U.S.C. Section 1350


                                25