EXHIBIT 14


                          CODE OF ETHICS



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                    FIRST KEYSTONE CORPORATION
                  DIRECTORS AND SENIOR MANAGEMENT
                          CODE OF ETHICS

     Directors and Senior Officers of First Keystone Corporation
(the "company") hold an important and elevated role in corporate
governance.  As part of the Corporate Leadership Team, directors,
and senior officers are vested with both the responsibility and
authority to protect and preserve the interests of all of the
company's constituents, including shareholders, employees,
customers and citizens of the communities in which we conduct
business.  The maintenance of extremely high standards of honest,
ethical and impartial conduct is essential to assure the proper
performance of the company's business and the maintenance of the
public's trust.  This Code of Ethics prescribes the policies and
procedures to be employed and enforced in both the company's
operations and its subsidiary's The First National Bank of
Berwick's operations.

*    It is your responsibility to comply with the law and behave in
     an ethical manner.  This responsibility cannot be delegated or
     assumed by the company.

*    This code cannot anticipate every possible situation or cover
     every topic in detail.  Most of the topics covered in this
     code are explained in greater detail in the FNB Employee
     Handbook.  From time-to-time, the company may establish
     compliance programs to address specific subjects.  If you are
     unclear about a situation, seek guidance before taking action.

*    The standards in this code do not necessarily take into
     account all legal requirements.  Where more restrictive local
     laws or requirements exist, those take precedence.

*    Comply with all applicable governmental rules and regulations.
     Failure to obey laws and regulations violates this code and
     may expose both you and the company to criminal or civil
     prosecution.  Any violation of this code or other compliance
     programs may result in corrective action, up to and including
     termination.  The company may also seek civil remedies from
     you and even refer criminal misconduct to law enforcement
     agencies.

*    You are responsible for reporting suspected violations of this
     code, immediately to our Corporate Compliance Officer, David
     R. Saracino.

*    If you have a question about a topic covered in this code,
     please review the FNB Employee Handbook.  If you still have a
     concern regarding any possible unethical or illegal conduct,
     please contact our Corporate Compliance Officer.


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Conflicts of Interest
_____________________

     A "conflict of interest" exists any time one faces a choice
between what is in his/her personal interest (financial or
otherwise) and the interest of our company.  Such situations are
not always easy to avoid.  When a conflict of interest arises, it
is important that directors and officers act with great care to
avoid even the appearance that their actions were not in the best
interest of the company.  If you find yourself in a position where
your objectivity may be questioned because of individual interest
or family or personal relationships, notify our Corporate
Compliance Officer, immediately.

Ownership Interests
___________________

     Board of Directors approval is required for our company to do
business with a company in which a director or officer or family
member owns - directly or indirectly - an interest.  IF YOU OR A
FAMILY MEMBER OWN OR ACQUIRE AN INTEREST THAT IS GREATER THAN 5% IN
ANY COMPANY, BOARD APPROVAL IS NEEDED:
*    IF THE COMPANY HAS MORE THAN $1,000 IN DEPOSITS, LOANS OR DOES
     MORE THAN $1,000 IN ANNUAL SALES OF GOODS OR SERVICES TO OUR
     COMPANY OR ITS AFFILIATES; OR

*    IF YOU HELP MAKE COMPANY PURCHASING OR LENDING DECISIONS OR
     HAVE A PART IN PAYMENT FOR THE GOODS AND SERVICES.

IF YOUR OWNERSHIP INTEREST DOES NOT MEET ANY OF THE ABOVE CRITERIA,
BOARD APPROVAL IS NOT NEEDED, BUT YOU REMAIN OBLIGATED TO KEEP OUR
COMPANY'S INTERESTS FIRST IN MIND.

Gifts, Meals, Services and Entertainment
________________________________________

     One should not request or accept anything that might be used
as a means to influence, or even appear to influence, you against
the company's best interests.  Personal gifts should not be
accepted other than those considered common business courtesies and
for which one would reasonably expect to give something similar in
return in the normal course of business.  One must not accept or
give any gift in excess of $100 in value without the prior approval
of our Compliance Officer.

Safeguarding Company Assets/Accuracy of Books And Records
_________________________________________________________

     We maintain internal controls to provide direction on
protecting company assets and financial accountability.  The
controls are based upon the following principles.

DO NOT:

*     Make personal use of company assets that creates additional
      costs for the company, interferes with work duties or violates
      any company policies;

*     Allow company property to be used to help carry out illegal
      acts;


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*     Manipulate financial accounts, records or reports for personal
      gain;

*     Maintain off-the-book accounts to facilitate questionable or
      illegal payments; or

*     Violate any law or regulation.

DO:

*     Prepare project budget proposals with accurate information;

*     Maintain books, accounts and records according to generally
      accepted accounting principles, using enough detail to reflect
      accurately and fairly company transactions;

*     Record transactions in a timely manner, so that no misleading
      financial information is created.  (These transactions
      include, but are not limited to, income, expense,
      indebtedness, obligation, reserves and acquisition or
      disposition of assets, etc.);

*     Retain company records in accordance with established policies
      and applicable legal and regulatory requirements; and

*     Give full, fair, accurate, timely, and understandable
      disclosure in any and all periodic reports filed with the
      United States Securities and Exchange Commission.

Insider Trading
_______________

     Insider trading is a crime that can carry severe penalties.
If you know material, confidential information about our company or
any company with whom we have a business relationship and you trade
company securities, such as stocks or bonds, while in possession of
that information or tell others about it before it is made public,
you may have violated the insider trading laws.  Please review the
FNB Employee Handbook for details on our insider trading policy.

     Material information is the type of news that would affect a
reasonable investor's decision on whether or not to invest in the
company's stock.  Examples include plans to issue securities, sharp
changes in earnings patterns, changes in dividend rates, changes in
key management personnel, mergers, acquisitions, and important
regulatory actions affecting the company.  This policy forbids you
from trading not only in our stock, but also in those of our
suppliers, customers or other companies with whom we have a
business relationship while in possession of material inside
information learned in the course of your employment at our
company.


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     We encourage all officers to invest in our stock.  However, if
you have access to any information not readily available to the
public, you must be very careful when trading stock to be sure you
have not traded while in possession of material non-public
information.  When you have such information:

*     Do not tell anyone not authorized to have the information.  A
      casual remark to a friend may find its way to a broker and
      eventually to the entire financial community thereby requiring
      the company to make a premature or unplanned public
      announcement.  This "tipping" may be illegal and damaging to
      the company.

*     Do not trade in our company's stock (or that of an applicable
      outside company) until the news has been made public for at
      least two full business days.  Circumstances suggesting the
      possibility of insider trading may result in an investigation
      by governmental authorities of company and stockbroker records
      of stock trading transactions.  This investigation could
      damage the company's reputation and result in liability or
      penalties, including criminal charges and fines against the
      individual.

*     This policy against insider trading also covers transfers into
      and out of company stock or savings plans and changes in
      patterns involving purchases of our stock within the plans.
      However, generally, regular scheduled monthly purchases of our
      stock within plans are not prohibited.

If you are planning to effect a transaction in our securities,
contact our Corporate Compliance Officer in advance.

Bribery, Kickbacks And Other Improper Payments
______________________________________________
     Our company and its directors and officers must maintain high
ethical and professional standards in all dealings.

*     Do not directly or indirectly promise, offer or make payment
      in money or anything of value to anyone, including a
      government official, agent or employee of a government,
      political party, labor organization or business entity or a
      candidate of a political party, with the intent to induce
      favorable business treatment or to improperly affect business
      or governmental decisions.

*     Our code does not necessarily take into account all local
      legal requirements.  Where more restrictive local laws exist,
      those take precedence.  In general, we do not consider
      ordinary and reasonable business entertainment or gifts of
      insubstantial value that are customary and legal in the local
      market to be improper.

*     Document any entertainment of and gifts to customers, vendors,
      suppliers and potential customers, vendors and suppliers.


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*     Loans are not made by our company to its senior officers.
      Loans are made by our banking subsidiary and comply with all
      federal and state laws, statutes and regulations.


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                          ACKNOWLEDGMENT

     I, the undersigned, hereby acknowledge that I have received a
copy of the Code of Ethics of First Keystone Corporation and its
subsidiaries and affiliates.  I further certify that I have
reviewed the Code of Ethics, I have had an opportunity to ask
questions, and that I understand its provisions and what they
require of me as an officer and/or director of First Keystone
Corporation.  I understand that a violation of this Code of Ethics
may result in the termination of my employment or a request for me
to resign from the Board of Directors.



___________________            _____________________________
Date                           Signature

                          _____________________________
                          Print Name and Title



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