EXHIBIT 3i


                       ARTICLES OF INCORPORATION
                              AS AMENDED
                     OF FIRST KEYSTONE CORPORATION

                                  22

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                       ARTICLES OF INCORPORATION

                     DOMESTIC BUSINESS CORPORATION

                      FIRST KEYSTONE CORPORATION
                         111 WEST FRONT STREET
                     BERWICK, PENNSYLVANIA  18603
                            COLUMBIA COUNTY


     Purpose of the Corporation - To have unlimited power to engage in
and do any lawful act concerning any or all lawful business for which
corporations may be incorporated under the provisions of the Business
Corporation Law of the Commonwealth of Pennsylvania.

     Number and Class of Shares - 1,000,000 shares, Common Stock

     Stated Par Value Per Share if Any - $10.00

     Total Authorized Capital - $10,000,000

     Term of Existence - Perpetual

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     1.  The following provisions shall regulate the status of the
corporation as a close corporation:

         (a) (Strike out (i) or (ii) below, whichever is not
             applicable.)

             (i)  All of the issued shares of the corporation of all
classes, exclusive of treasury shares, shall be held of record by not
more than ________ (number not to exceed 30) persons.

             (ii)  All of the issued shares of the corporation of all
classes, exclusive of treasury shares, shall be held of record by not
more than the smaller of twenty-five "shareholder" within the meaning
of Subchapter S of the Internal Revenue Code of 1954, as amended, or
30 persons.

         (b)  All of the issued shares of all classes of the
corporation shall be subject to one or more of the restrictions on
transfer permitted by section 613.1 of the Business Corporation Law
(15 P.S. Section 1613.1).

         (c)  The corporation shall make no offering of any of its
shares of any class which would constitute a "public offering" within
the meaning of the Securities Act of 1933, as amended.

     2.  (Optional: BCL Section 372B) A person (other than an estate)
who is not an "individual" or who is a "non-resident alien," in either
case within the meaning of the Internal Revenue Code of 1954, as
amended ("Code"), shall not be entitled to be a holder of record of
shares of the corporation.  Only a person whose consent is currently
in effect to the election of the corporation to be treated as an
electing small business corporation under Subchapter S of the Code and
a shareholder who has not affirmatively refused to consent to the
election within sixty days after he acquires his stock, shall be
entitled to be a holder of record of shares of the corporation.

     3.  (Optional: BCL Section 382) The business and affairs of the
corporation shall be managed by the shareholders of the corporation
rather than by a board of directors.

     4.  (Optional: Section 376B) The status of the corporation as a
"close corporation" within the meaning of the Business Corporation Law
shall not be terminated without the affirmative vote or written
consent of (all holders of) (shareholder holding _________________
(fraction at least two-thirds) of the) shares of all classes of the
corporation.

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     5.  (Optional: BCL Section 384B) (Any shareholder) (shareholders
holding _________ (fraction) of the shares) of the corporation may
apply for the appointment of a provisional director of the corporation
in the manner and upon the circumstances provided by statute.

     6.  (Optional: BCL Section 386) (Any shareholder) (shareholders
holding ________ (fraction) of the shares) of the corporation shall
have the right at will to cause the corporation to be dissolved by
proceeding in the manner provided by statute.

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                      FIRST KEYSTONE CORPORATION

                       ARTICLES OF INCORPORATION
                          ADDITIONAL ARTICLES


     7.  No merger, consolidation, liquidation or dissolution of this
corporation nor any action that would result in the sale or other
disposition of all or substantially all of the assets of this
corporation shall be valid unless first approved by the affirmative
vote of the holders of at least sixty-six and two-thirds (66 2/3%)
percent of the outstanding shares of Common Stock of this corporation. 
This Article 7 may not be amended unless first approved by the
affirmative vote of the holders of at least sixty-six and two-thirds
(66 2/3%) percent of the outstanding shares of Common Stock of this
corporation.

     8.  Cumulative voting rights shall not exist with respect to the
election of directors.

     9.  (a)  The Board of Directors may, if it deems it advisable,
oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a corporation or
otherwise.  When considering whether to oppose an offer, the Board of
Directors may, but is not legally obligated to, consider any relevant,
germane or pertinent issue; by way of illustration, but not to be
considered any limitation on the power of the Board of Directors to
oppose a tender or other offer for this corporation's securities, the
Board of Directors may, but shall not be legally obligated to,
consider any or all of the following:

         (i)  Whether the offer price is acceptable based on
historical and present operating results or financial condition of the
corporation;

         (ii)  Whether a more favorable price could be obtained for
the corporation's securities in the future;

         (iii)  The impact which an acquisition of the corporation
would have on the employees, depositors and customers of the
corporation and its subsidiaries and the communities which they serve;

         (iv)  The reputation and business practices of the offeror
and its management and affiliates as they would affect the employees,
depositors and customers of the corporation and its subsidiaries and
the future value of the corporation's stock;

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         (v)  The value of the securities (if any) which the offeror
is offering in exchange for the corporation's securities, based on an
analysis of the worth of the corporation as compared to the
corporation or other entity who securities are being offered; and

         (vi)  Any antitrust or other legal and regulatory issues that
are raised by the offer.

         (b)  If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish its
purpose, including, but not limited to, any or all of the following: 
advising shareholders not to accept the offer; litigation against the
offeror; filing complaints with all governmental and regulatory
authorities; acquiring the corporation's securities; selling or
otherwise issuing authorized but unissued securities or treasury stock
or granting options with respect thereto; acquiring a company to
create an antitrust or other regulatory problem for the offeror; and
obtaining a more favorable offer from another individual or entity.

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                      FIRST KEYSTONE CORPORATION

                       ARTICLES OF INCORPORATION
                     INCORPORATORS AND SIGNATURES


<TABLE>

<CAPTION>

                                                              Number and
                          Address  (Street, City, State,      Class of
Name                                  Zip Code)               Shares
                                                                        
<S>                       <C>                                 <C>
Arthur E. Arndt, Jr.      910 E. 3rd St., Berwick, PA         1 share
                             18603                            Common Stock

Budd L. Beyer             R.R. #2, Berwick, PA 18603          1 share
                                                              Common Stock

Robert E. Bull            323 W. 4th St., Nescopeck, PA       1 share
                             18635                            Common Stock

Bernard A. Ciampi         302 Martzville Rd., Berwick,        1 share
                             PA  18603                        Common Stock

Frank C. Elmes            113 W. Front St., Berwick, PA       1 share
                             18603                            Common Stock

Russell M. Henne          521 E. 5th St., Berwick, PA         1 share
                             18603                            Common Stock

Doyle W. Hortman          328 Mulberry St., Berwick,          1 share
                             PA  18603                        Common Stock

John K. Jacoby            312 E. 4th St., Berwick,            1 share
                             PA  18603                        Common Stock

F. Stuart Straub          1001 E. Front St., Berwick,         1 share
                             PA  18603                        Common Stock

Robert J. Wise            R.R. #3, Berwick, PA 18603          1 share
                                                              Common Stock

</TABLE>

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     IN TESTIMONY WHEREOF, The Incorporator(s) Has (Have) Signed
And Sealed The Articles Of Incorporation This 5th Day of July,
1983.


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

/s/ Budd L. Beyer
Budd L. Beyer


/s/ Robert E. Bull
Robert E. Bull


/s/ Bernard A. Ciampi
Bernard A. Ciampi


/s/ Frank C. Elmes
Frank C. Elmes


/s/ Russell M. Henne
Russell M. Henne


/s/ Doyle W. Hortman
Doyle W. Hortman


/s/ John K. Jacoby
John K. Jacoby


/s/ F. Stuart Straub
F. Stuart Straub


/s/ Robert J. Wise
Robert J. Wise

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                    FIRST KEYSTONE CORPORATION
              DIRECTORS' CONSENT TO CORPORATE ACTION


     The undersigned, being all the directors of the above-named
corporation, entitled to vote at a meeting thereof, do hereby
consent to the adoption of the following resolutions and to the
taking of the corporate action hereinafter specified as though
same had been adopted at a meeting the directors duly called and
convened, this consent being given pursuant to Section 402 of the
Business Corporation Law, as amended:

BE IT RESOLVED, that, in accordance with Section 1802 of the
Business Corporation Law, the Board of Directors approves,
adopts, ratifies and consents to an amendment to Article 5 of
this corporation's Articles of Incorporation to read as follows:

     5.  The aggregate number of shares which the corporation
     shall have authority to issue is:  Three Million
     (3,000,000) shares of Common Stock of the par value of Two
     Dollars ($2.00) per share (the "Common Stock") and Five
     Hundred Thousand (500,000) shares of Preferred Stock of the
     par value of Ten Dollars ($10.00) per share (the "Preferred
     Stock") with a total authorized capital of Eleven Million
     Dollars ($11,000,000).

         The Preferred Stock of the corporation may, from time
     to time, be divided into and issued in one or more series
     of shares, each of which series shall be so designated as
     to distinguish the shares thereof from the shares of all
     other series.  All shares within any series of Preferred
     Stock shall be identical.  There may be variations between
     different series of Preferred Stock, namely, the rate of 
     dividend, the right of redemption, and the price at, and
     the terms and conditions on, which shares may be redeemed,
     the amounts payable upon shares in event of voluntary or 
     involuntary liquidation, sinking fund provisions for the
     redemption or purchase of shares, the right of conversion,
     and the terms and conditions on which shares may be
     converted in the event the shares of any series of
     Preferred Stock are issued with the privilege of
     conversion.  Different series of Preferred Stock shall not
     be construed to constitute different classes of shares for
     the purpose of voting by classes under the applicable laws
     of the Commonwealth of Pennsylvania.

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         The Board of Directors of the corporation is hereby
     expressly vested with the authority, by resolution, from
     time to time to divide the Preferred Stock of the
     corporation into one or more  series as aforesaid, to fix
     and determine the variable relative rights and preferences
     of any series so established,  and to change redeemed or
     reacquired shares of any one series thereof into shares of
     another series.

and,

BE IT FURTHER RESOLVED, that the Board of Directors approves,
adopts, ratifies and consents to a new additional Article 10 of
the corporation's Articles of Incorporation to read as follows:

         10.  No holder of shares of any class or of any series
     of any class shall have any preemptive right to subscribe
     for, purchase or receive any shares of the corporation,
     whether now or hereafter authorized, or any obligations or
     other securities convertible into or carrying options or
     warrants to purchase any such shares of the corporation, or
     any options or rights to purchase any such shares or
     securities, issued or sold by the corporation for cash or
     any other form of consideration, and any such shares,
     securities, options, warrants or rights may be issued or
     disposed of by the Board of Directors to such persons and
     on such terms as the Board of Directors, in its discretion,
     shall deem advisable.

and,

BE IT FURTHER RESOLVED, that the Board of Directors, directs that
the two aforesaid amendments to the corporation's Articles of
Incorporation be submitted to the shareholders at the 1989 Annual
Meeting of Shareholders to be held on March 21, 1989 at 9:00
a.m., prevailing time, at the main office of The First National 
Bank of Berwick, 111 West Front Street, Berwick, Pennsylvania,
18603; and

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NOW, THEREFORE, BE IT RESOLVED, that the proper officers of the
corporation are hereby directed, authorized and empowered to take
such action, for and on behalf of the corporation, as they deem
necessary, to effectuate the intent and purpose of the foregoing
resolutions.


Dated:  February 15, 1989


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


/s/ J. Gerald Bazewicz
J. Gerald Bazewicz


/s/ Budd L. Beyer
Budd L. Beyer


/s/ Robert E. Bull
Robert E. Bull


/s/ John L. Coates
John L. Coates


/s/ Dudley P. Cooley
Dudley P. Cooley


/s/ Frederick E. Crispin, Jr.
Frederick E. Crispin, Jr.


/s/ Stanley E. Oberrender
Stanley E. Oberrender


/s/ F. Stuart Straub
F. Stuart Straub


/s/ Robert J. Wise
Robert J. Wise

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