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 March 31, 2006

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                 (Zip Code)
              executive offices)


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, 4,365,621 shares as of May 2, 2006.


<PAGE>


                   PART I. - FINANCIAL INFORMATION

Item. 1  Financial Statements

<TABLE>
                 FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS

<CAPTION>

(Amounts in thousands)
                                                    March          December
                                                     2006           2005
                                                 (Unaudited)

                                                <c>              <c>
ASSETS
Cash and due from banks                            $  7,574         $  7,098
Interest-bearing deposits in other
   banks                                                 68               58
Investment securities available for
   sale carried at estimated fair
   value                                            240,496          247,288
Investment securities, held to
   maturity securities, estimated
   fair value of $5,181 and $4,217                    5,234            4,248
Loans, net of unearned income                       239,713          234,593
Allowance for loan losses                            (3,688)          (3,676)
                                                   ________         ________
   Net loans                                       $236,025         $230,917
Premises and equipment - Net                          5,029            5,091
Accrued interest receivable                           2,720            2,604
Cash surrender value of bank owned
   life insurance                                    11,582           11,470
Goodwill                                              1,224            1,224
Other assets                                          3,483            2,401
                                                   ________         ________
   TOTAL ASSETS                                    $513,435         $512,399
                                                   ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
   Non-interest bearing                            $ 41,204         $ 39,664
   Interest bearing                                 328,357          323,132
                                                   ________         ________
      TOTAL DEPOSITS                               $369,561         $362,796

Short-term borrowings                                20,323           28,151
Long-term borrowings                                 63,535           65,535
Accrued interest and other expenses                   2,696            2,372
Other liabilities                                     4,846              102
                                                   ________         ________
   TOTAL LIABILITIES                               $460,961         $458,956
                                                   ________         ________
STOCKHOLDERS' EQUITY
Common stock, par value $2 per share               $  9,079         $  9,079
Surplus                                              12,377           12,387
Retained earnings                                    36,315           35,714
Accumulated other comprehensive
   income (loss)                                       (366)             807
Less treasury stock at cost 174,002
   shares in 2006 and 153,624
   shares in 2005                                    (4,931)          (4,544)
                                                   ________         ________
   TOTAL STOCKHOLDERS' EQUITY                      $ 52,474         $ 53,443
                                                   ________         ________
   TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                         $513,435         $512,399
                                                   ========         ========

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, 2006 AND 2005
                                (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                      2006            2005

                                                  <c>             <c>
INTEREST INCOME
Interest and fees on loans                           $3,875          $3,621
Interest and dividend income
   on securities                                      2,979           2,799
Deposits in banks                                         4              21
                                                     ______          ______
   Total interest income                             $6,858          $6,441
                                                     ______          ______
INTEREST EXPENSE
Deposits                                             $2,396          $1,801
Short-term borrowings                                   213              72
Long-term borrowings                                    734             757
                                                     ______          ______
   Total interest expense                            $3,343          $2,630
                                                     ______          ______
   Net interest income                               $3,515          $3,811
Provision for loan losses                               100             150
                                                     ______          ______
   Net interest income after
      provision for loan losses                      $3,415          $3,661
                                                     ______          ______
NON-INTEREST INCOME
Trust department                                     $  131          $  124
Service charges and fees                                484             486
Bank owned life insurance income                        112             107
Gain on sale of loans                                     2              19
Investment securities gains
   (losses) - net                                        97              56
Other                                                    41              11
                                                     ______          ______
   Total non-interest income                         $  867          $  803
                                                     ______          ______
NON-INTEREST EXPENSE
Salaries and employee benefits                       $1,370          $1,268
Occupancy, net                                          147             145
Furniture and equipment                                 185             175
Professional services                                    85             116
State shares tax                                        128             119
Other                                                   517             508
                                                     ______          ______
   Total non-interest expenses                       $2,432          $2,331
                                                     ______          ______
Income before income taxes                           $1,850          $2,133
                                                     ______          ______
Income tax expense                                      284             378
                                                     ______          ______
Net Income                                           $1,566          $1,755
                                                     ======          ======
PER SHARE DATA
   Net Income Per Share:
      Basic                                          $  .36          $  .40
      Diluted                                           .36             .40
      Cash dividends per share                          .22             .20


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, 2006 AND 2005
                                (Unaudited)

<CAPTION>

(Amounts in thousands)
                                                    2006             2005

                                               <c>              <c>
OPERATING ACTIVITIES
Net income                                        $  1,566         $  1,755
Adjustments to reconcile net income
   to net cash provided by
   operating activities:
   Provision for loan losses                           100              150
   Provision for depreciation and
      amortization                                     106              137
   Stock option expense                                  8                0
   Premium amortization on
      investment securities                             55              119
   Discount accretion on investment
      securities                                      (140)            (163)
   Core deposit discount accretion
      net of amortization                                0              (19)
   Gain on sale of mortgage loans                       (2)             (19)
   Proceeds from sale of mortgage loans              2,614              952
   Originations of mortgage loans for
      resale                                        (1,312)          (1,658)
   Gain on sales of investment
      securities                                       (97)             (56)
   Deferred income tax (benefit)                       (85)             (14)
   (Increase) decrease in interest
      receivable and other assets                     (517)             287
   Increase in cash surrender bank
      owned life insurance                            (112)            (107)
   Increase (decrease) in interest
      payable, accrued expenses and
      other liabilities                                237              (28)
                                                  ________         ________
   NET CASH PROVIDED BY OPERATING
      ACTIVITIES                                  $  2,421         $  1,336
                                                  ________         ________
INVESTING ACTIVITIES
   Purchases of investment
      securities available-for-sale               $(13,634)        $(43,128)
   Purchases of investment
      securities held-to-maturity                   (1,004)               0
   Proceeds from sales of investment
      securities available-for-sale                 16,147           28,909
   Proceeds from maturities and
      redemptions of investment
      securities available for sale                  7,425           10,473
   Proceeds from maturities and
      redemption of investment
      securities held-to-maturity                       16               44
   Net (increase) decrease in loans                 (6,508)           2,138
   Purchase of premises and equipment                  (44)             (55)
                                                  ________         ________
   NET CASH PROVIDED BY (USED IN)
      BY INVESTING ACTIVITIES                     $  2,398         $ (1,619)
                                                  ________         ________
FINANCING ACTIVITIES
   Net increase in deposits                       $  6,865         $  5,138
   Net (decrease) in short-term
      borrowings                                    (7,828)          (1,276)
   Repayment of long-term borrowings                (2,000)               0
   Acquisition of treasury stock                      (423)               0
   Proceeds from sale of treasury
      stock                                             18               26
   Cash dividends                                     (965)            (879)
                                                  ________         ________
   NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                        $ (4,333)        $  3,009

INCREASE IN CASH AND CASH
   EQUIVALENTS                                    $    486         $  2,726
CASH AND CASH EQUIVALENTS, BEGINNING                 7,156            6,186
                                                  ________         ________
CASH AND CASH EQUIVALENTS, ENDING                 $  7,642         $  8,912
                                                  ========         ========
SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION
   Cash paid during period for
      Interest                                    $  3,489         $  2,625
      Income Taxes                                      96                0


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  3

<PAGE>


              FIRST KEYSTONE CORPORATION AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2006
                             (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 10 full service
offices and 12 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.


                                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) (See Note 6).  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.

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


                                5


<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 outstanding loan
commitments in this category did not give rise to any losses for the
three month period ended March 31, 2006 and the year ended December
31, 2005, 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 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.

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 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 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


                                6


<PAGE>


of tax credits allocated to the Bank were $128,000, in 2005 and
2004.  The amortization of the investments in the limited
partnerships were $25,000 and  $24,000 for the three months ended
March 31, 2006 and 2005, respectively.  The carrying value of the
investments as of March 31, 2006 and December 31, 2005, was $670,000
and $695,000, respectively, and is carried in other assets in the
accompanying consolidated balance sheets.

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 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 date of
acquisition.  The Corporation accounts for goodwill pursuant to the
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Intangible Assets ".  SFAS No. 142 includes
requirements to test goodwill for impairments rather than to
amortize goodwill.  The Corporation has tested the goodwill included
in its consolidated balance sheet at December 31, 2005, and has
determined there was no impairment as of that date.

     Intangible assets are comprised of core deposit intangibles and
premium discount (negative premium) on acquired certificates of
deposit acquired in January 2004 when the Bank assumed deposit
accounts of the branch of another financial institution.  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 which were part of the
deposit accounts assumed of the branch by another financial
institution.  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 had 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, "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 - an amendment
of FASB Statement No. 123". The Corporation elected to use the
"prospective method" of accounting for stock options as allowed by
the Standard. Accordingly, compensation expense for the three month
period ended March 31, 2006 in the amount of $8,000 is attributed to
the vested portion of stock options granted in 2005.  No stock
options were granted in 2004.



                                7


<PAGE>


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.

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

     In November 2005, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position (FSP) 115 - "The Meaning of Other
Than Temporary Impairment and Its Application to Certain
Investments". This FSP provides additional guidance on when an
investment in a debt or equity security should be considered
impaired and when that impairment should be considered other than
temporary and recognized as a loss in the consolidated statement of
income. Specifically, this guidance clarifies that an investor
should recognize an impairment loss no later than when an impairment
is deemed other than temporary, even if the decision to sell has not
been made. The FSP also requires certain disclosures about
unrealized losses that have not been recognized as other than
temporary impairments. The Corporation has followed the guidance of
this FSP in 2005.

     In May 2005, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 154, "Accounting Charges and Error
Corrections", which modifies the accounting for and reporting of a
change in an accounting principle. This statement applies to all
voluntary changes in accounting principles and changes required by
an accounting pronouncement in the unusual instance that the
pronouncement does not include specified transition provisions. This
statement also requires retrospective application to prior period
financial statements of changes in accounting principles, unless it
is impractical to determine either the period specific or cumulative
effects of the accounting change. SFAS No. 154 is effective for
accounting changes made in fiscal years beginning after December 15,
2005. The adoption of SFAS No. 154 is not expected to have a
material impact on the Corporation's consolidated financial
condition or results of operations.

     In December 2004, the FASB issued Statement of Financial
Accounting Standards ("SFAS") No. 153, "Exchanges of Nonmonetary
Assets", which amends APB Opinion No. 29, "Accounting for
Nonmonetary Transactions".  SFAS No. 153 eliminates the exception
from fair value measurement for nonmonetary exchanges of similar
productive assets in Opinion No. 29 and replaces it with an
exception for exchanges that do not have commercial substance.  SFAS
No. 153 specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange.  SFAS No. 153 is
effective for nonmenetary exchanges occurring in fiscal periods
beginning after June 15, 2005.  The adoption of SFAS No. 153 is not
expected to have a material impact on the Corporation's consolidated
financial condition or results of operations.

      In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share Based Payment".  This Statement is a revision of SFAS No.
123, "Accounting for Stock Based Compensation", and supercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and its
related guidance.  SFAS No. 123 (revised 2004) established standards
for the accounting for transactions in which an entity exchanges its
equity instruments for goods and services.  This Statement requires
that the cost resulting from all share based payment transactions be
recognized in the financial statements.  This Statement establishes
fair value as the measurement objective in accounting for share
based payment arrangements and requires all entities to apply a fair
value based measurement method in accounting for share based payment
transactions with employees, except for equity instruments held by
employee share ownership plans.


                                8


<PAGE>


     In addition, this statement amends SFAS No. 95 "Statement of
Cash Flows" to require that excess tax benefits be reported as
financing cash inflow rather than as a reduction of taxes paid. The
Corporation will be required to adopt these statements as of January
1, 2006.

     In January 2003, the Corporation adopted the provisions of SFAS
No. 123 and began recognizing the compensation expense ratably in
the consolidated statement of income, based on the estimated fair
value of all awards granted after that date. SFAS No. 123R will
require the Corporation to change its method of accounting for share
based awards to include estimated forfeitures in the initial
estimate of compensation expense and to accelerate the recognition
of compensation expense for retiree eligible employees. The adoption
of these standards is not expected to have a material effect on the
Corporation's consolidated financial condition or results of
operations.

ADVERTISING COSTS

     It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
three month period ended March 31, 2006 and 2005 was approximately
$54,000 and $50,000, respectively.

RECLASSIFICATIONS

     Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2006 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, 2006, and March 31, 2005, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
                                                  2006          2005
                                                 ______        ______

                                              <c>           <c>
Balance, January 1                               $3,676        $3,828
Provision charged to operations                     100           150
Loans charged off                                   (98)         (159)
Recoveries                                           10             7
                                                 ______        ______
Balance, March 31                                $3,688        $3,826
                                                 ======        ======

</TABLE>


     At March 31, 2006, the recorded investment in loans that are
considered to be impaired as defined by SFAS No. 114 was $1,742,000.
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, 2006, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.

     Non accrual loans at March 31, 2006, and December 31, 2005,
were $1,742,000 and $2,069,000, respectively.

     Loans past due 90 days or more and still accruing interest
amounted to $1,150,000 and $64,000 on March 31, 2006 and December
31, 2005, respectively.


                                9


<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, 2006, and December 31,
2005, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
                                               March 31,       December 31,
                                                 2006              2005
                                               _______          __________

                                             <c>              <c>
Financial instruments whose
   contract amounts represent
   credit risk:
   Commitments to extend credit                 $33,050          $29,228
   Financial standby letters of
      credit                                      1,195            1,151
   Performance standby letters
      of credit                                   1,650            1,170

</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.


                                10


<PAGE>


     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
March 31, 2006, 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,
2006 were are follows:

<TABLE>
<CAPTION>

(Amounts in thousands, except common share data)

                                           Common         Common
                                           Shares         Stock       Surplus
                                           ______         _____       _______

                                       <c>             <c>          <c>
Balance at January 1, 2006                4,539,573       $9,079       $12,387

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 21,428
    shares of treasury
    stock
Sale of 1,050 shares
   of treasury stock                                                       (18)
Recognition of stock option
   expense in excess of
   forfeitures                                                               8
Cash dividends -
   $.22 per share
                                          _________       ______       _______

Balance at March 31, 2006                 4,539,573       $9,079       $12,377
                                          =========       ======       =======


<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, 2006                           $35,714        $  807

Comprehensive Income:
  Net Income                           $1,566          1,566
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax
    effects                            (1,173)                      (1,173)
                                       ______
Total Comprehensive
  income (loss)                        $  393
                                       ======
Purchase of 21,428
  shares of treasury stock
Sale of 1,050 shares
  of treasury stock
Recognition of stock
  option expense in
  excess of forfeitures
Cash dividends -
  $.22 per share                                        (965)
                                                     _______        ______
Balance at March 31, 2006                            $36,315        $ (366)
                                                     =======        ======


<CAPTION>

(Amounts in thousands, except common share data)

                                                  Treasury
                                                   Stock         Total
                                                   _____         _____

                                               <c>            <c>
Balance at January 1, 2006                        $(4,544)       $53,443

Comprehensive Income:
  Net Income                                                       1,566
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax
    effects                                        (1,173)
Total Comprehensive
  income (loss)
Purchase of 21,428
  shares of treasury stock                           (423)          (423)
Sale of 1,050 shares
  of treasury stock                                    36             18
Recognition of stock
  option expense in
  excess of forfeitures                                                8
Cash dividends -
  $.22 per share                                                    (965)

                                                  _______        _______
Balance at March 31, 2006                         $(4,931)       $52,474
                                                  =======        =======

</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, 2006, are not necessarily indicative of the results to be
expected for the full year.


                                11


<PAGE>


     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, 2005, filed with the
Securities and Exchange Commission.


                                12


<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, 2006, and
the related consolidated statements of income and cash flows for the
three month periods ended March 31, 2006, and 2005.  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, 2005, 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 January 20, 2006, 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, 2005, 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
April 20, 2006


                                13


<PAGE>


Item 2.  First Keystone Corporation Management's Discussion and
         Analysis of Financial Condition and Results of Operation as
         of March 31, 2006



     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 2006 of $1,566,000, a decrease of $189,000, or 10.8% from
the first quarter of 2005.  The decrease in net income for 2006 was
primarily the result of a flat yield curve and a decline in net
interest income of $296,000 from the first quarter of 2005.  On a
per share basis, net income per share was $.36 for the first three
months of 2006 compared to $.40 for the first three months of 2005.
Cash dividends increased to $.22 per share up from $.20 in 2005, an
increase of 10%.

     Year to date net income annualized amounts to a return on
average common equity of 11.60% and a return on assets of 1.22%.
For the three months ended March 31, 2005, these measures were
12.98% and 1.40%, 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 2006, interest income amounted to
$6,858,000, an increase of $417,000 or 6.5% from the first quarter
of 2005, while interest expense amounted to $3,343,000 in the first
quarter of 2006, an increase of $713,000, or 27.1% from the first
quarter of 2005.  As a result, net interest income decreased
$296,000, or 7.8% in the first quarter of 2006 to $3,515,000 from
$3,811,000 in first quarter of 2005.

     Our net interest margin for the quarter ended March 31, 2006,
was 3.27% compared to 3.20% for the quarter ended March 31, 2005.


PROVISION FOR LOAN LOSSES

     The provision for loan losses for the quarter ended March 31,
2006, was $100,000, down from the $150,000 provision for the first
quarter of 2005.  Net charge offs totaled $88,000 for the three
months ended March 31, 2006, as compared to $152,000 for the first
three months of 2005.  The allowance for loan losses as a percentage
of loans, net of unearned interest, was 1.54% as of March 31, 2006,
as compared to 1.57% as of December 31, 2005.


                                14


<PAGE>


NON-INTEREST INCOME

     Total non interest income or other income was $867,000 for the
quarter ended March 31, 2006, as compared to $803,000 for the
quarter ended March 31, 2005, an increase of $64,000, or 8.0%.
Excluding investment securities gains and losses, non interest
income was $770,000 for the first quarter of 2006, an increase of
$23,000, or 3.1% from the first quarter of 2005.  Besides increased
securities gains, increases in trust department income, bank owned
life insurance, and other non interest income were the primary
reasons for the higher non interest income in 2006.


NON-INTEREST EXPENSES

     Total non interest expenses, or other expenses, was $2,432,000
for the quarter ended March 31, 2006, as compared to $2,331,000 for
the quarter ended March 31, 2005.  The increase of $101,000, or 4.3%
is comprised of salary and benefits increasing $102,000, occupancy
and fixed asset expense increasing $12,000, and other non interest
expense, including professional services and state shares tax
decreasing $13,000.

     Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non interest
expenses.  Salaries and benefits amounted to $1,370,000, or 56.3% of
total non interest expense for the three months ended March 31,
2006, as compared to 54.4% for the first three months of 2005.  Net
occupancy and fixed asset expense amounted to $332,000 for the three
months ended March 31, 2006, an increase of $12,000, or 3.8%.  Other
non-interest expenses, including professional services and state
shares tax amounted to $730,000 for the three months ended March 31,
2006, a decrease of $13,000, or 1.7% from the first three months of
2005.  Our non interest expense in the first quarter of 2006
continues to be less than 2.0% 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 $284,000 for the three months ended March 31,
2006, as compared to $378,000 for 2005, a decrease of $94,000.  The
effective total income tax rate was 15.4% for the first quarter of
2006 as compared to 17.7% for the first quarter of 2005.


ANALYSIS OF FINANCIAL CONDITION

ASSETS

     Total assets increased slightly to $513,435,000 as of March 31,
2006, an increase of $1,036,000 over year end 2005.  Total deposits
increased to $369,561,000 as of March 31, 2006, an increase of
$6,765,000, or 1.9% over year end 2005.

     During the first quarter of 2006 the Corporation did reduce
borrowed funds.  Short term borrowings decreased to $20,323,000 as
of March 31, 2006, as compared to $28,151,000 as of December 31,
2005.  Long term borrowings were reduced by $2,000,000 to
$63,535,000 from year end 2005.


EARNING ASSETS

     Our primary earning asset, loans, net of unearned income
increased to $239,713,000 as of March 31, 2006, up $5,120,000, or
2.2% since year end 2005.  The loan portfolio continues to be
diversified.  Overall asset quality has declined with non performing
assets increasing since year end 2005.  The increase relates to one
commercial loan being over 90 days past due as of March 31, 2006.
Total allowance for loan losses to total non performing assets was
115.6% as of March 31, 2006, down from 145.3% at year end 2005.


                                15


<PAGE>


     Besides loans, another primary earning asset is our overall
investment portfolio, which decreased in size from December 31,
2005, to March 31, 2006.  Held to maturity securities amounted to
$5,234,000 as of March 31, 2006, an increase of $986,000 from
December 31, 2005.  Available for sale securities amounted to
$240,496,0000 as of March 31, 2006, a decrease of $6,792,000 from
year end 2005.  Interest bearing deposits with banks increased
slightly as of March 31, 2006, to $68,000 from $58,000 at year end
2005.


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, 2006,
total non performing assets were $3,190,000 as compared to
$2,530,000 on December 31, 2005.  Non performing assets to total
loans and foreclosed assets was 1.33% as of March 31, 2006, and
1.08% as of December 31, 2005.

     Interest income received on non performing loans as of March
31, 2006, was $0 compared to $57,000 for the year ending of December
31, 2005.  Interest income, which would have been recorded on these
loans under the original terms as of March 31, 2006, and December
31, 2005, were $36,000 and $149,000, respectively.  As of March 31,
2006 and December 31, 2005, 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 $6,765,000 as
non interest bearing deposits increased by $1,540,000 and interest
bearing deposits increased by $5,225,000 as of March 31, 2006, from
year end 2005.  Total short term and long term borrowings decreased
to $83,858,000 as of March 31, 2006, from $93,686,000 at year end
2005, a decrease of $9,828,000 , or 10.5%.


                                16


<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 gains or losses on investment
securities available for sale decreased shareholders' equity, or
capital net of taxes, by $366,000 as of March 31, 2006, and
increased equity by $807,000 as of December 31, 2005. One factor
which reduced total equity capital as of March 31, 2006, and year
end 2005 relates to stock repurchase.  The Corporation had 174,002
shares of common stock on March 31, 2006, and 153,624 shares on
December 31, 2005, as treasury stock.  This had an effect of our
reducing our total stockholders' equity by $4,931,000 on March 31,
2006, and $4,544,000 as of December 31, 2005.

     Total stockholders' equity was $52,474,000 as of March 31,
2006, and $53,443,000 as of December 31, 2005.  Leverage ratio and
risk based capital ratios remain very strong.  As of March 31, 2006,
our leverage ratio was 10.09% compared to 10.04% as of December 31,
2005.  In addition, Tier I risk based capital and total risk based
capital ratio as of March 31, 2006, were 17.50% and 18.91%,
respectively.  The same ratios as of December 31, 20045 were 17.74%
and 19.16%, 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, 2005.
The composition of rate sensitive assets and rate sensitive
liabilities as of March 31, 2006 is very similar to December 31,
2005.


Item 4.  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.


                                17


<PAGE>


                     PART II - OTHER INFORMATION

     Item 1.     Legal Proceedings

                 None.


     Item 1A.    There have been no material changes in our "Risk
                 Factors" as previously disclosed in our Annual
                 Report on Form 10K for the year ended December 31,
                 2005.


     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,
2006               ----           ----            ----           88,429
                                                                 <F1>

February 1 -
February 28,
2006               ----           ----            ----           88,429

March 1 -
March 31,
2006               21,428         19.725          21,428         67,001

Total              21,428         19.725          21,428         67,001


<FN>
<F1>
This chart has not been adjusted to reflect the 50% stock dividend declared
April 13, 2004, to shareholders of record as of April 27, 2004, payable May
11, 2004.

</FN>
</TABLE>


     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 18, 2006, at
                 10:00 a.m.

<TABLE>
<CAPTION>
                                                     Votes        Votes
Directors Elected                   Votes For       Against      Withheld
_________________                   _________        ______      _______

                             <c>              <c>             <c>
Budd L. Beyer                   3,086,287        42,145          0
Frederick E. Crispin, Jr.       3,087,349        41,073          0
Jerome F. Fabian                3,088,009        40,413          0
Robert J. Wise                  3,011,164        117,258         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>


                                18


<PAGE>


Directors Continuing:
____________________

John E. Arndt, term expires in 2007
J. Gerald Bazewicz, term expires in 2007
Robert E. Bull, term expires in 2007
Don E. Bower, term expires in 2008
John L. Coates, term expires in 2008
Dudley P. Cooley, term expires in 2008


Matters Voted Upon:

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

Votes For - 3,126,328
Votes Against - 2,034
Votes Withheld -  0
Abstentions - 60
Broker Non-Votes -  0


     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.


                                19


<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.

3ii                By-Laws, as amended.

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

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).

 14                Code of Ethics (Incorporated by reference to
                   Exhibit 14 to the Registrant's Annual Report on
                   10K for the year ended December 31, 2003).

 31.1              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Executive Officer.

 31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Financial Officer.

 32.1              Section 1350 Certification of Chief Executive
                   Officer.

 32.2              Section 1350 Certification of Chief Financial
                   Officer.


          (b)  During the quarter ended March 30, 2006, the
registrant filed the following reports on Form 8K:

Date of Report        Item     Description
______________        ____     ___________

February 2, 2006      2.02     On January 31, 2006, First Keystone
                               Corporation announced its earnings
                               for the quarter and year ended
                               December 31, 2005.

March 1, 2006         8.01     On February 28, 2006, First Keystone
                               Corporation issued a press release
                               reporting the declaration of it's
                               first quarter dividend.

March 31, 2006        5.02     On March 31, 2006, First Keystone
                               Corporation announced the retirement
                               of David R. Saracino as Treasurer and
                               Chief Financial Officer from First
                               Keystone Corporation, parent company
                               of The First National Bank of
                               Berwick.  Matthew P. Prosseda, 44,
                               was named Treasurer and Diane C. A.
                               Rosler, 41, was named Principal
                               Financial Officer of First Keystone
                               Corporation, effective April 1, 2006.


                                20


<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 11, 2006                 /s/ J. Gerald Bazewicz
                             J. Gerald Bazewicz
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)



May 11, 2006                 /s/ Diane C.A. Rosler
                             Diane C.A. Rosler
                             Principal Financial Officer
                             (Principal Accounting Officer)


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<PAGE>


                          INDEX TO EXHIBITS

Exhibit            Description
_______            ___________

3i                 Articles of Incorporation, as amended.

3ii                By-Laws, as amended.

9                  None.

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

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).

 14                Code of Ethics (Incorporated by reference to
                   Exhibit 14 to the Registrant's Annual Report on
                   10K for the year ended December 31, 2003).

 31.1              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Executive Officer.

 31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Financial Officer.

 32.1              Section 1350 Certification of Chief Executive
                   Officer.

 32.2              Section 1350 Certification of Chief Financial
                   Officer.


                                22