UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-K/A

[x]  ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

Or

[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file Number:  2-88927

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

PENNSYLVANIA                                    23-2249083
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)             Identification Number)

111 West Front Street,                            18603
Berwick, Pennsylvania                           (Zip Code)
(Address of principal
executive offices)

Registrant's telephone number, including area code:  (717) 752-3671

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, par value $2.00 per share

     Indicate by check mark whether the Registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes  X   No______

     Indicate by check mark if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-K contained in this
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting stock held by non-affiliates on
the Registrant based on the closing price as of March 17, 2000, was
approximately $44,636,280.

     The number of shares outstanding of the issuer's Common Stock, as
of March 17, 2000, was 2,833,727 shares of Common Stock, par value
$2.00 per share.


                  DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to stockholders of the Registrant
for the year ended December 31, 1999, are incorporated by reference in
Part II of this Annual Report.


<PAGE>


                      FIRST KEYSTONE CORPORATION
                              FORM 10-K/A

                           Table of Contents

Part II                                               Page

Item 8.   Financial Statements and
          Supplementary Data                            1


Part IV

Item 14.  Exhibits, Financial Statement
          Schedules, and Reports on Form 8-K            1
          Signatures                                    3
          Exhibit 13                                    4


<PAGE>


                                Part II


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Corporation's Consolidated Financial Statements and notes
thereto appearing on pages 4 through 25 of the Corporation's Annual
Report to Shareholders for the year ended December 31, 1999, which
pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 8.



                                PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

     (a)     1.    The Registrant's consolidated financial statements
and notes thereto as well as the applicable reports of the independent
certified public accountants are filed at Exhibit 13 hereto and are
incorporated in their entirety by reference under this Item 14(a)1.

          2.    All schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.

          3.    The exhibits required by Item 601 of the Regulation S-K are
included under Item 14(c) hereto.

     (b)  The Corporation filed no reports on Form 8-K during the last
quarter of the year ended December 31, 1999.

     (c)  Exhibits required by Item 601 of Regulation S:


                                  1


<PAGE>


Exhibit Number Referred to
Item 601 of Regulation S-K         Description of Exhibit

2                                  None.

3i                                 Articles of Incorporation, as
                                   amended (Incorporated by reference
                                   to Exhibit 3(i) to the
                                   Registrant's Annual Report on Form
                                   10-KSB for the year ended December
                                   31, 1996).

3ii                                By-Laws, as amended (Incorporated
                                   by reference to Exhibit 3(ii) to
                                   the Registrant's Annual Report on
                                   Form 10-KSB for the year ended
                                   December 31, 1996).

4                                  Articles of Incorporation, as
                                   amended, and By-Laws, as amended
                                   (Incorporated by reference to
                                   Exhibit 3(i) to the Registrant's
                                   Annual Report on Form 10-KSB for
                                   the year ended December 31, 1996).

9                                  None.


Exhibit Number Referred to
Item 601 of Regulation S-K         Description of Exhibit

11                                 Computation of Earnings Per Share
                                   incorporated by reference to
                                   Exhibit 11 to the Registrant's
                                   Annual Report on Form 10-K for the
                                   year ended December 31, 1999.

12                                 Statement of Computation of Ratios
                                   (See the information appearing on
                                   page 2 of Registrant's Summary of
                                   Selected Financial Data, which
                                   page is included in Exhibit 11 and
                                   pages 27 and 37 of Registrant's
                                   1999 Annual Report, which pages
                                   are included in Exhibit 13.)

13                                 Excerpt from Annual Report to
                                   Shareholders for Fiscal Year Ended
                                   December 31, 1999.

21                                 List of Subsidiaries of the
                                   Corporation (Incorporated by
                                   reference to Exhibit 22 to the
                                   Registrant's Annual Report on Form
                                   10-K for the year ended December
                                   31, 1999.

23                                 Consent of Independent Auditors.

27                                 Financial Data Schedule.

99                                 Definitive Proxy Statement, Notice
                                   of Annual Meeting and Form of
                                   Proxy for the Annual Meeting of
                                   Shareholders to be held April 18,
                                   2000.


                                  2


<PAGE>


                              SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


FIRST KEYSTONE CORPORATION
   (Registrant)


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

Date:   June 9, 2000



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