EXHIBIT 3ii


                                BY-LAWS
                              AS AMENDED
                     OF FIRST KEYSTONE CORPORATION

                                  23

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                                BY-LAWS

                                  of

                      FIRST KEYSTONE CORPORATION


                               Article 1

                          CORPORATION OFFICE


     Section 1.1   The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need not,
be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.

     Section 1.2   The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate or
the business of the Corporation may require.


                               Article 2

                         SHAREHOLDERS MEETINGS


     Section 2.1   All meetings of the shareholders shall be held at
such time and place as may be fixed from time to time by the Board of
Directors.

     Section 2.2   The annual meeting of the shareholders shall be
held on the third Tuesday in March in each year if not a legal
holiday, and if a legal holiday, then on the next full business day,
when they shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

     Section 2.3   Special meetings of the shareholders may be called
at any time by the Chairman of the Board, the President, the Executive
Vice President, if any, a majority of the Board of Directors or of its
Executive Committee or by shareholders entitled to cast at least one-fourth 
of the votes which all shareholders are entitled to cast at the
particular meeting.  If such request is addressed to the Secretary, it
shall be signed by the persons making the same and shall state the
purpose or purposes of the proposed meeting.  Upon receipt of any such
request, the person or persons making the request may issue the call.

     Section 2.4   Written notice of all meetings other than adjourned
meetings of shareholders, stating the place, data and hour, and, in
case of special meetings of shareholders, the purpose thereof, shall
be served upon, or mailed, postage prepaid, or telegraphed, charges
prepaid, at least ten days before such meeting, unless a greater
period of notice is required by statute or by these By-laws, to each
shareholder entitled to vote thereat at such address as appears on the
transfer books of the Company.

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                               Article 3

                        QUORUM OF SHAREHOLDERS


     Section 3.1   The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on the particular matter shall
constitute a quorum for purposes of considering such matter, and
unless otherwise provided by statute the acts of such shareholders at
a duly organized meeting shall be the acts of the shareholders.  If,
however, any meeting of shareholders cannot be organized because of
lack of a quorum, those present, in person or by proxy, shall have the
power, except as otherwise provided by statute, to adjourn the meeting
to such time and place as they may determine, without notice other
than an announcement at the meeting, until the requisite number of
shareholders for a quorum shall be present, in person or by proxy,
except that in the case of any meeting called for the election of
directors such meeting may be adjourned only for periods not exceeding
15 days as the holders of a majority of the shares present, in person
or by proxy, shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors.  At any
adjourned meeting at which a quorum shall be present or so
represented, any business may be transacted which might have been
transacted at the original meeting if a quorum had been present.  The
shareholders present, in person or by proxy, at a duly organized
meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.


                               Article 4

                             VOTING RIGHTS


     Section 4.1   Except as may be otherwise provided by statute or
by the Articles of Incorporation, at every shareholders meeting, every
shareholder entitled to vote thereat shall have the right to one vote
for every share having voting power standing in his name on the books
of the Corporation on the record date fixed for the meeting.  No share
shall be voted at any meeting if any installment is due and unpaid
thereon.

     Section 4.2   When a quorum is present at any meeting the voice
vote of the holders of a majority of the stock having voting power,
present, in person or by proxy, shall decide any question brought
before such meeting except as provided differently by statute or by
the Articles of Incorporation.

     Section 4.3   Upon demand made by a shareholder entitled to vote
at any election for directors before the voting begins, the election
shall be by ballot.


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                               Article 5

                                PROXIES


     Section 5.1   Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to
act for him by proxy.  Every proxy shall be executed in writing by the
shareholder or his duly authorized attorney in fact an filed with the
Secretary of the Corporation.  A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but the
revocation of a proxy shall not be effective until notice thereof has
been given to the Secretary of the Corporation.  No unrevoked proxy
shall be valid after 11 months from the date of its execution, unless
a longer time is expressly provided therein, but in no event shall a
proxy, unless coupled with an interest, be voted after three years
from the date of its execution.  A proxy shall not be revoked by the
death or incapacity of the maker, unless before the vote is counted or
the authority is exercised, written notice of such death or incapacity
is given to the Secretary of the Corporation.


                               Article 6

                              RECORD DATE


     Section 6.1   The Board of Directors may fix a time, not more
than 45 days prior to the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares.  In such case, only such
shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of, or to vote at, such meeting or to
receive payment of such dividend or to receive such allotment of
rights or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares of the books of the Corporation after any
record date fixed as aforesaid.  The Board of Directors may close the
books of the Corporation against transfers of shares during the whole
or any part of such period, and in such case written or printed notice
thereof shall be mailed at least ten days before the closing thereof
to each shareholder of record at the address appearing on the records
of the Corporation or supplied by him to the Corporation for the
purpose of notice.  While the stock transfer books of the Corporation
are closed, no transfer of shares shall be made thereon.  If no record
date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a
shareholders meeting, transferees of shares which are transferred on
the books of the Corporation within ten days 

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next preceding the date of such meeting shall not be entitled to
notice of or to vote at such meeting.


                               Article 7

                             VOTING LISTS


     Section 7.1   The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least five days
before each meeting of shareholders, a complete alphabetical list of
the shareholders entitled to vote at the meeting, with their addresses
and the number of shares held by each, which list shall be kept on
file at the registered offices or principal place of business of the
Corporation and shall be subject to inspection by any shareholder
during the entire meeting.  The original transfer books for shares of
the Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders entitled
to exercise the rights of a shareholder.


                               Article 8

                          JUDGES OF ELECTION 


     Section 8.1   In advance of any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof.  If
judges of election are not so appointed, the Chairman of any such
meeting may, and on the request of any shareholder or his proxy shall,
make such appointment at the meeting.  The number of judges shall be
one or three.  If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled
to vote shall determine whether one or three judges are to be
appointed.  No person who is a candidate for office shall act as a
judge.  The judges of election shall do all such acts as may be proper
to conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or his
proxy, shall make a written report of any matter determined by them
and execute a certificate of any fact found by them.  If there are
three judges of election, the decision, act or certificate of a
majority shall be the decision, act or certificate of all.


                               Article 9

              CONSENT OF SHAREHOLDERS IN LIEU OF MEETING


     Section 9.1   Any action required to be taken at a meeting of the
shareholders, or of a class of shareholders, may be taken without a
meeting, if a consent or consents in writing setting forth the action
so taken shall be signed by all of the shareholders who would be 

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entitled to vote at a meeting for such purpose and shall be filed with
the Secretary of the Corporation.


                              Article 10


                               DIRECTORS


     Section 10.1   Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board of
Directors (other than any candidate proposed by the Corporation's then
existing Board of Directors) shall so notify the Secretary of the
Corporation in writing not less than 45 days prior to the date of any
meeting of shareholders called for the election of directors.  Such
notification shall contain the following information to the extent
known by the notifying shareholder:

   (a)  The name and address of each proposed nominee;

   (b)  the age of each proposed nominee;

   (c)  the principal occupation of each proposed nominee;

   (d)  the number of shares of the Corporation owned by each
        proposed nominee;

   (e)  the total number of shares that to the knowledge of the
        notifying shareholder will be voted for each proposed
        nominee;

   (f)  the name and residence address of the notifying
        shareholder; and

   (g)  the number of shares of the Corporation owned by the
        notifying shareholder.

     Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and votes
cast for each such nominee shall be disregarded by the judges of
election.  In the event that the same person is nominated by more than
one shareholder, if at least one nomination for such person complies
with this Section, the nomination shall be honored and all votes cast
for such nominee shall be counted.

     Section 10.2   The number of directors that shall constitute the
whole Board of Directors shall be not less than seven nor more than
twenty-five.  The Board of Directors shall be classified into three
classes, each class to be elected for a term of three years.  The
terms of the respective classes shall expire in successive years as
provided in Section 10.3 hereof.  Within the foregoing limits, the
Board of Directors may from time to time fix the number of directors
and their respective classifications.  The Directors shall be natural
persons of full age and need not be residents of Pennsylvania or
shareholders of the Corporation.  

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No person who is 70 years of age or older (except for the eleven
interim directors of the Corporation) shall be elected a director.

     Section 10.3   At the 1984 annual meeting of shareholders of the
Corporation, the shareholders shall elect eleven directors as follows: 
four Class A directors to serve until the 1985 annual meeting of
shareholders, four Class B directors to serve until the 1986 annual
meeting of shareholders, and three Class C directors to serve until
the 1987 annual meeting of shareholders.  Each class shall be elected
in a separate election.  At each annual meeting of shareholders
thereafter, successors to the class of directors whose term shall then
expire shall be elected to hold office for a term of three years, so
that the term of office of one class of directors shall expire in each
year.

     Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an order of
court or convicted of felony or for any other proper cause or if,
within thirty days after notice of election, he does not accept such
office either in writing or by attending a meeting of the Board of
Directors.
*Amended February 4, 1986.


                              Article 11

                    VACANCIES ON BOARD OF DIRECTORS


     Article 11.1   Vacancies on the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall
be filled by a majority of the remaining members of the Board of
Directors, though less than a quorum, each person so appointed shall
be a director until the expiration of the term of office of the class
of directors to which he was appointed.


                              Article 12

                     POWERS OF BOARD OF DIRECTORS


     Section 12.1   The business and affairs of the Corporation shall
be managed by its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Articles of Incorporation or by these By-laws 
directed or required to be exercised and done by the
shareholders.

     Section 12.2   The Board of Directors shall have the power and
authority to appoint an Executive Committee and such other committees
as may be deemed necessary by the Board of Directors for the efficient
operation of the Corporation.  The Executive Committee shall consist
of the Chairman of the Board, if any, the President and not less than
two nor more than three other directors (which other directors shall
not be employees of the Corporation or any of its subsidiaries).  The
Executive Committee shall meet at such time as may be fixed by the
Board of Directors, or upon call of the Chairman of the Board or the

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President.  A majority of members of the Executive Committee shall
constitute a quorum.  The Executive Committee shall have and exercise
the authority of the Board of Directors in the intervals between the
meetings of the Board of Directors as far as may be permitted by law.


                              Article 13

                  MEETINGS OF THE BOARD OF DIRECTORS


     Section 13.1   An organization meeting may be held immediately
following the annual shareholders meeting without the necessity of
notice to the directors to constitute a legally convened meeting, or
the directors may meet at such time and place as may be fixed by
either a notice or waiver of notice or consent signed by all of such
directors.

     Section 13.2   Regular meetings of the Board of Directors shall
be held not less often than semi-annually at a time and place
determined by the Board of Directors at the preceding meeting.  One or
more directors may participate in any meeting of the Board of
Directors, or of any committee thereof, by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another.

     Section 13.3   Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on one day's
notice to each director, either personally or by mail, telegram or
telephone; special meetings shall be called by the Chairman of the
Board or the President in like manner and on like notice upon the
written request of three directors.

     Section 13.4   At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the directors
present at a meeting in person or by conference telephone or similar
communications equipment at which a quorum is present in person or by
such communications equipment shall be the acts of the Board of
Directors, except as may be otherwise specifically provided by statute
or by the Articles of Incorporation or by these By-laws.  If a quorum
shall not be present in person or by communications equipment at any
meeting of the directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or as permitted herein.


                              Article 14

               INFORMAL ACTION BY THE BOARD OF DIRECTORS


      Section 14.1   If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action 

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shall be as valid a corporation action as though it had been
authorized at a meeting of the Board of Directors.


                              Article 15

                       COMPENSATION OF DIRECTORS


     Section 15.1   Directors, as such, may receive a stated salary
for their services or a fixed sum and expenses for attendance at
regular and special meetings, or any combination of the foregoing as
may be determined from time to time by resolution of the Board of
Directors, and nothing contained herein shall be construed to preclude
any director from serving the Corporation in any other capacity and
receiving compensation therefor.


                              Article 16

                               OFFICERS


     Section 16.1   The officers of the Corporation shall be elected
by the Board of Directors at its organization meeting and shall be a
President, a Secretary and a Treasurer.  At its option, the Board of
Directors may elect a Chairman of the Board.  The Board of Directors
may also elect one or more Vice Presidents and such other officers and
appoint such agents as it shall deem necessary, who shall hold their
offices for such terms, have such authority and perform such duties as
may from time to time be prescribed by the Board of Directors.  Any
two or more offices may be held by the same person.

     Section 16.2   The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

     Section 16.3   The Board of Directors may remove any officer or
agent elected or appointed, at any time and within the period, if any,
for which such person was elected or employed whenever in the Board of
Directors' judgment it is in the best interests of the Corporation,
and all persons shall be elected and employed subject to the
provisions hereof.  If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.


                              Article 17

                       THE CHAIRMAN OF THE BOARD


     Section 17.1   The Chairman of the Board shall preside at all
meetings of the shareholders and directors.  He shall supervise the
carrying out of the policies adopted or approved by the Board of
Directors.  He shall have general executive powers, as well as the
specific powers conferred by these By-laws.  He shall also have and
may 

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exercise such further powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors.


                              Article 18

                             THE PRESIDENT


     Section 18.1   The President shall be the chief executive officer
of the Corporation; shall have general and active management of the
business of the Corporation; shall see that all orders and resolutions
of the Board of Directors are put into effect, subject, however, to
the right of the Board of Directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the Corporation; shall
execute bonds, mortgages and other contracts requiring a seal under
the seal of the Corporation, except where required or permitted by law
to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.  In the
absence or incapacity of the Chairman of the Board, the President
shall preside at meetings of the shareholders and the directors.  If
there is no Chairman of the Board, the President shall have and
exercise all powers conferred by these By-laws or otherwise on the
Chairman of the Board.


                              Article 19

                          THE VICE PRESIDENT


     Section 19.1   The Vice President or, if more than one, the Vice
Presidents in the order established by the Board of Directors shall,
in the absence or incapacity of the President, exercise all the powers
and perform the duties of the President.  The Vice Presidents,
respectively, shall also have such other authority and perform such
other duties as may be provided in these By-laws or as shall be
determined by the Board of Directors or the President.  Any Vice
President may, in the discretion of the Board of Directors, be
designated as "executive", "senior", or by departmental or functional
classification.


                              Article 20

                             THE SECRETARY


     Section 20.1   The Secretary shall attend all meetings of the
Board of Directors and of the shareholders and keep accurate records
thereof in one or more minute books kept for that purpose and shall
perform the duties customarily performed by the secretary of a
corporation and such other duties as may be assigned to him by the
Board of Directors or the President.

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                              Article 21

                             THE TREASURER


     Section 21.1   The Treasurer shall have the custody, of the
corporate funds and securities; shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation
and shall perform such other duties as may be assigned to him by the
Board of Directors or the President.  He shall give bond in such sum
and with such surety as the Board of Directors may from time to time
direct.


                              Article 22

                          ASSISTANT OFFICERS


     Section 22.1   Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant and
shall perform such duties in the absence of the officer.  He shall
perform such additional duties as the Board of Directors, the
President or the officer to whom he is assistant may from time to time
assign him.  Such officers may be given such functional titles as the
Board of Directors shall from time to time determine.


                              Article 23

               INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 23.1   The Corporation shall indemnify any director,
officer and/or employee, or any former director, officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called to be a witness in connection with, any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that such
person is or was a director, officer and/or employee of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action
or 

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proceeding, had reasonable cause to believe that his conduct was
unlawful.

     Section 23.2   The Corporation shall indemnify any director,
officer and/or employee, who was or is a party to, or is threatened to
be made a party to, or who is called as a witness in connection with,
any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of, or serving as a witness
in, such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such person
shall have been adjudged to be liable for misconduct in the
performance of his duty to the Corporation.

     Section 23.3   Except as may be otherwise ordered by a court,
there shall be a presumption that any director, officer and/or
employee is entitled to indemnification as provided in Sections 23.1
and 23.2 of this Article unless either a majority of the directors who
are not involved in such proceedings ("disinterested directors") or,
if there are less than three disinterested directors, then the holders
of one-third of the outstanding shares of the Corporation determine
that the person is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation.  In such
event the disinterested director(s) or, in the event of certification
by shareholders, the Secretary of the Corporation shall request of
independent counsel, who may be the outside general counsel of the
Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under Sections 23.1 and 23.2
of this Article.

     Section 23.4   Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as
authorized in the manner provided under Section 23.3 of this Article
upon receipt of an undertaking by or on behalf of the director,
officer and/or employee to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

     Section 23.5   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his official capacity while serving as a director, officer
and/or employee and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer and/or employee and shall inure to the benefit of
the heirs and personal representatives of such a person.

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                              Article 24

                          SHARE CERTIFICATES


     Section 24.1   The share certificates of the Corporation shall be
numbered and registered in a share register as they are issued; shall
bear the name of the registered holder, the number and class of shares
represented thereby, the par value of each share or a statement that
such shares are without par value, as the case may be; shall be signed
by the President or a Vice President and the Secretary or the
Treasurer or any other person properly authorized by the Board of
Directors, and shall bear the corporate seal, which seal may be a
facsimile engraved or printed.  Where the certificate is signed by a
transfer agent or a registrar, the signature of any corporate officer
on such certificate may be a facsimile engraved or printed.  In case
any officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with the
same effect as if the officer had not ceased to be such at the date of
its issue.


                              Article 25

                          TRANSFER OF SHARES


     Section 25.1   Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate or by
attorney duly appointed in writing and accompanied where necessary by
proper evidence of succession, assignment or authority to transfer, a
new certificate shall be issued to the person entitled thereto and the
old certificate cancelled and the transfer recorded upon the share
register of the Corporation.  No transfer shall be made if it would be
inconsistent with the provisions of Article 8 of the Pennsylvania
Uniform Commercial Code.


                              Article 26

                           LOST CERTIFICATES


     26.1  Where a shareholder of the Corporation alleges the loss,
theft or destruction of one or more certificates for shares of the
Corporation and requests the issuance of a substitute certificate
therefor, the Board of Directors may direct a new certificate of the
same tenor and for the same number of shares to be issued to such
person upon such person's making of an affidavit in form satisfactory
to the Board of Directors setting forth the facts in connection
therewith, provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been acquired
by a bona fide purchaser.  When authorizing such issue of a new 

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certificate the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his heirs or legal
representatives, as the case may be, to advertise the same in such
manner as it shall require and/or give the Corporation a bond in such
form and with surety or sureties, with fixed or open penalty, as shall
be satisfactory to the Board of Directors, as indemnity for any
liability or expense which it may incur by reason of the original
certificate remaining outstanding.


                              Article 27

                               DIVIDENDS


     Section 27.1   The Board of Directors may, from time to time, at
any duly convened regular or special meeting or by unanimous consent
in writing, declare and pay dividends upon the outstanding shares of
capital stock of the Corporation in cash, property or shares of the
Corporation, as long as any dividend shall not be in violation of law
or the Articles of Incorporation.

     Section 27.2   Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall believe to be for the best
interests of the Corporation, and the Board of Directors may reduce or
abolish any such reserve in the manner in which it was created.


                              Article 28

                   FINANCIAL REPORT TO SHAREHOLDERS


     Section 28.1   The President and the Board of Directors shall
present at each annual meeting of the shareholders a full and complete
statement of the business and affairs of the corporation for the
preceding year.


                              Article 29

                              INSTRUMENTS


     Section 29.1   All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the President or the Board of Directors may from
time to time designate.

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     Section 29.2   All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments and documents may be signed, executed, acknowledged,
verified, delivered or accepted, including those in connection with
the fiduciary powers of the Corporation, on behalf of the Corporation
by the President or other persons as may be designated by him.


                              Article 30

                              FISCAL YEAR


     Section 30.1   The fiscal year of the Corporation shall be the
calendar year.


                              Article 31

                                 SEAL


     Section 31.1   The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal, Pennsylvania".  Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed in any
manner reproduced.


                              Article 32

                      NOTICES AND WAIVERS THEREOF


     Section 32.1   Whenever, under the provisions of applicable law
or of the Articles of Incorporation or of these By-laws, written
notice is required to be given to any person, it may be given to such
person either personally or by sending a copy thereof through the mail
or by telegram, charges prepaid, to his address appearing on the books
of the Corporation or supplied by him to the Corporation for the
purpose of notice.  If the notice is sent by mail or telegraph, it
shall be deemed to have been given to the person entitled thereto when
deposited in the United States mail or with a telegraph office for
transmission to such person.  Such notice shall specify the place, day
and hour of the meeting and, in the case of a special meeting of
shareholders, the general nature of the business to be transacted.

     Section 32.2   Any written notice required to be given to any
person may be waived in writing signed by the person entitled to such
notice whether before or after the time stated therein.  Attendance of
any person entitled to notice, whether in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except
where any person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was
not lawfully 

                                 -14-

<PAGE>


called or convened.  Where written notice is required of any meeting,
the waiver thereof must specify the purpose only if it is for a
special meeting of shareholders.


                              Article 33

                              AMENDMENTS


     Section 33.1   These By-laws may be altered, amended or repealed
by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock at any regular or special meeting
duly convened after notice to the shareholders of that purpose, or by
a majority vote of the members of the Board of Directors at any
regular or special meeting thereof duly convened after notice to the
directors of that purpose, subject always to the power of the
shareholders to change such action of the Board of Directors by the
affirmative vote of the holders of a majority  of the outstanding
shares of Common Stock.


Amendment to Section 10.4, approved February 4, 1986:

     Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an order of
court or convicted of felony or for any other proper cause or if,
within thirty days after notice of election, he does not accept such
office either in writing or by attending a meeting of the Board of
Directors.  In addition, whenever a director of this Corporation who
is also an officer, director, or employee of this Corporation or of
any subsidiary of this Corporation is terminated or resigns,
voluntarily or involuntarily, from such position or positions, then
the office of director that such person holds in this Corporation
shall be deemed to be vacant as of the date of such termination or
resignation; provided, however, that the office of director that such
person holds shall not be deemed vacant in the case of the normal
retirement of such person from one or more of the aforesaid positions
with this Corporation or any subsidiaries of this Corporation.


                                 -15-

<PAGE>

                      FIRST KEYSTONE CORPORATION

               Amendment to By-laws re Director Emeritus


     Section 10.6   The Board of Directors may appoint a former member
of the Board of Directors of the Corporation as a director emeritus. 
A person appointed as a director emeritus shall serve for a three-year
term.  A director emeritus may be appointed by the Board of Directors
to serve for successive terms.  A director emeritus shall not be a
member of any standing or special committee of the Corporation.  A
director emeritus shall not have the right to vote on any matter that
is presented to the Board of Directors.  A director emeritus may
attend all regular and special meetings of the Board of Directors and
shall be paid a fee for such attendance equal to one-half the current
fee paid to a director for attendance at such meetings.  There is no
age limit as a disqualification to serve as a director emeritus.



Adopted March 17, 1987

<PAGE>

                      FIRST KEYSTONE CORPORATION

                      Secretary's  Certification


     (1)  I hereby certify that I am Secretary of First Keystone
Corporation, a Pennsylvania business corporation located in Berwick,
Commonwealth of Pennsylvania, and that I am presently serving in this
position in accordance with By-laws of said corporation.

     (2)  I hereby further certify that at the Annual Meeting of
Shareholders held on March 17, 1987, the attached Articles #23 and #24
were approved by 76% of the issued and outstanding shares entitled to
vote thereon.

     These Articles #23 and #24 are presently in full force and effect
and have not been modified or rescinded as of this date.

     IN WITNESS WHEREOF, I have hereunto set my hand and Seal of the
Corporation on this 26th day of March, 1987.



                               /s/ Arthur E. Arndt, Jr.
                               Arthur E. Arndt, Jr. 
                               Secretary

Seal of Corporation

<PAGE>

                      FIRST KEYSTONE CORPORATION


                       Resolution adopted by the
                          Board of Directors
                          on February 3, 1987



     RESOLVED, that the Board of Directors of this Corporation takes
notice of and concludes:  (1) that it is becoming more difficult and
costly to purchase adequate insurance coverage under a directors' and
officers' liability policy, (2) that lawsuits are proliferating
against Boards of Directors and members thereof by individuals,
groups, associations and other corporations that perceive Boards of
Directors and their members as easy targets to recover monies, and (3)
that, as a result thereof, it is difficult to retain and to have
qualified persons accept seats on the Boards of Directors of
corporations due to this exposure to liability for actions while
members of Boards of Directors; and

     BE IT FURTHER RESOLVED, that the Board of Directors takes further
notice of the Directors' Liability Act that was recently enacted by
the General Assembly of the Commonwealth of Pennsylvania to ameliorate
the aforesaid difficulties to corporations and personal liability
exposure to members of Boards of Directors; and

     BE IT FURTHER RESOLVED, that, in accordance with the Directors'
Liability Act, the Board of Directors of this corporation hereby
adopts, ratifies and approves amendments to the By-laws of the
corporation to read as follows:


                              Article 23

               INDEMNIFICATION OF OFFICERS AND EMPLOYEES

     Section 23.1   The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a party
to, or is threatened to be made a party to, or who is called to be a
witness in connection with, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was an
officer and/or employee of the Corporation, or is or was serving at
the request of Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and acted in good faith and in a manner he reasonably believed 

<PAGE>


to be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall
not of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 23.2   The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action or Suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, and/or employee
or agent of another Corporation, partnership, joint venture, trust or
other enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of, or serving as a witness
in, such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such person
shall have been adjudged to be liable for misconduct in the
performance of his duty to the Corporation.

     Section 23.3   Except as may be otherwise ordered by a court,
there shall be a presumption that any officer and/or employee is
entitled to indemnification as provided in Sections 23.1 and 23.2 of
this Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if there
are less than three disinterested directors, then the holders of one-third of 
the outstanding shares of the Corporation determine that the
person is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation.  In such
event the disinterested director(s) or, in the event of certification
by shareholders, the Secretary of the Corporation shall request of
independent counsel, who may be the outside general counsel of the
Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under Sections 23.1 and 23.2
of this Article.

     Section 23.4   Expenses incurred by an officer and/or employee in
defending a civil or criminal action, Suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under Section 

                                  (2)

<PAGE>


23.3 of this Article upon receipt of an undertaking by or on behalf of
the officer and/or employee to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation.

     Section 23.5   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his official capacity while serving as an officer and/or
employee and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be an
officer and/or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 23.6  The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.

     Section 23.7   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was an
officer and/or employee of the Corporation, or is or was serving at
the request of the Corporation as an officer and/or employee of
another Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.

     Section 23.8   Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 23.9   No amounts shall be payable by the Corporation (or
any of its subsidiaries that have a provision in their by-laws similar
to this Section 23.9) to any person under this Article 23 (or under
such similar provision) unless prior to any such payment the
Corporation and its applicable subsidiary shall have received a
written opinion from its counsel that the payment of any such amount
will not constitute an unsafe or unsound banking practice. Counsel for
the Corporation and its applicable subsidiary may consult and seek
advise from the appropriate banking supervisory agency before issuing
such opinion.

                                  (3)

<PAGE>


                              Article 24

                     INDEMNIFICATION OF DIRECTORS

     Section 24.1   A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his duties as
a director, including his duties as a member of any committee of the
board upon which he may serve, in good faith, in a manner he
reasonably believed to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, skill and diligence,
as a person of ordinary prudence would use under similar
circumstances.  In performing his duties, a director shall be entitled
to rely in good faith on information, opinions, reports or statements,
including financial statements and other financial data, in each case
prepared or presented by any of the following:

     (a)  One or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the
matters presented.

     (b)  Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional
or expert competence of such person.

     (c)  A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.

     A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.

     Section 24.2   In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of the
Corporation, consider the effects of any action upon employees, upon
suppliers and customers of the Corporation and upon communities in
which offices or other establishments of the Corporation are located,
and all other pertinent factors.  The consideration of those factors
shall not constitute a violation of Section 24.1.

     Section 24.3  Absent a breach of fiduciary duty, lack of good
faith or self-dealing, actions taken as a director or any failure to
take any action shall be presumed to be in the best interests of the
Corporation.

                                  (4)

<PAGE>


     Section 24.4  A director of this Corporation shall not be
personally liable for monetary damages as such for any action taken or
for any failure to take any action, unless:

     (a)  the director has breached or failed to perform the duties of
his office under the provisions of Sections 24.1 and 24.2, and

     (b)  the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

     Section 24.5  The provisions of Section 24.4 shall not apply to:

     (a)  the responsibility or liability of a director pursuant to a
criminal statute, or

     (b)  the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Section 24.6   The Corporation shall indemnify any director, or
any former director who was or is a party to, or is threatened to be
made a party to, or who is called to be a witness in connection with,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact
that such person is or was a director of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys,
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo  contendere or its
equivalent, shall not of itself create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.

     Section 24.7   The Corporation shall indemnify any director who
was or is a party to, or is threatened to be made a party to, or who
is called as a witness in connection with, any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person
is or was a director, officer and/or employee or agent of another 

                                  (5)

<PAGE>


Corporation, partnership, joint venture, trust or other enterprise
against amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of, or serving as a witness in, such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and
except that no indemnification shall be made in respect of any such
claim, issue or matter as to which such person shall have been
adjudged  to be liable for misconduct in the performance of his duty
to the Corporation.

     Section 24.8   Except as may be otherwise ordered by a court,
there shall be a presumption that any director is entitled to
indemnification as provided in Sections 24.6 and 24.7 of this Article
unless either a majority of the directors who are not involved in such
proceedings ("disinterested directors") or, if there are less than
three disinterested directors, then the holders of one-third of the
outstanding shares of the Corporation determine that the person is not
entitled to such presumption by certifying such determination in
writing to the Secretary of the Corporation.  In such event the
disinterested director(s) or, in the event of certification by
shareholders, the Secretary of the Corporation shall request of
independent counsel, who may be the outside general counsel of the
Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under Sections 24.6 and 24.7
of this Article.

     Section 24.9   Expenses incurred by a director in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided under Section 24.8
of this Article upon receipt of an undertaking by or on behalf of the
director, officer and/or employee to repay such amount if it shall
ultimately be determined that he is not entitled  to be indemnified by
the Corporation as authorized in this Article.

     Section 24.10   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his official capacity while serving as a director and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

                                  (6)

<PAGE>


     Section 24.11  The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.

     Section 24.12   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Article.

     Section 24.13   Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 24.14   No amounts shall be payable by the Corporation
(or any of its subsidiaries that have a provision in their by-laws
similar to this Section 24.14) to any person under this Article 24 (or
under such similar provision) unless prior to any such payment the
Corporation and its applicable subsidiary shall have received a
written opinion from its counsel that the payment of any such amount
will not constitute an unsafe or unsound banking practice. Counsel for
the Corporation and its applicable subsidiary may consult and seek
advice from the appropriate banking supervisory agency before issuing
such opinion.

and,

     BE IT FURTHER RESOLVED that present Articles 24 through 33 be
renumbered Articles 25 through 34 respectively after the approval and
adoption of the aforesaid Articles 23 and 24 by the shareholders; and

     NOW, THEREFORE, BE IT RESOLVED, that the aforesaid Articles 23
and 24 are to be submitted to the shareholders of this Corporation for
their approval at the Annual Meeting of Shareholders to be held on
March 17, 1987, and that the appropriate officers of the Corporation
be and are hereby authorized, empowered and directed, in the name and
on behalf of this Corporation, to take such action as may be necessary
or desirable to carry out the intents and purpose of the foregoing
resolutions.

                                  (7)

<PAGE>


     IN TESTIMONY WHEREOF, hereunder are set our hands and seals this
3rd day of February, 1987.


                                FIRST KEYSTONE CORPORATION


                                By: /s/ J. Gerald Bazewicz
                                J. Gerald Bazewicz
Attest:                         President

/s/ Arthur E. Arndt Jr.
    Arthur E. Arndt Jr.
    Secretary

                                  (8)

<PAGE>


                      FIRST KEYSTONE CORPORATION

               Amendment to By-Laws re:  Annual Meeting


     Section 2.2   The annual meeting of the shareholders shall be
held on the third Tuesday in April in each year if not a legal
holiday, and if a legal holiday, then on the next full business day,
when they shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.


Adopted November 21, 1989

<PAGE>