FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                (X) Annual report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1999
                                       OR
              ( ) Transition report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                            for the transition period
                            from ________to_________
    ------------------------------------------------------------------------
                         Commission File Number 0-11460
                            KEYSTONE FINANCIAL, INC.
                             Pennsylvania 23-2289209
                  (State of Incorporation) (IRS Employer ID No.)
                                  P.O. Box 3660
                               One Keystone Plaza
                            Front and Market Streets
                            Harrisburg, PA 17105-3660
                            Telephone: (717) 233-1555
------------------------------------------------------------------------
Securities  registered pursuant to section 12(g) of the Act: Common Stock, $2.00
par value.

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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  of the
registrant as of February 29, 2000:

Common Stock $2.00 Par Value -- $749,052,000.

The number of shares outstanding of the registrant's class of common stock as of
February 29, 2000:

Common Stock $2.00 Par Value - 48,821,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholder report for the year ended December 31, 1999,
are incorporated by reference into Parts I, II and IV and portions of the Proxy
Statement of Keystone Financial, Inc. for the 2000 annual shareholders  meeting
are incorporated by reference into Part III.

                                      1

<PAGE>
                                   FORM 10-K
                                     INDEX

PART I
-----------

Item 1    Business                                                   3

Item 2    Properties                                                 9

Item 3    Legal Proceedings                                          9

Item 4    Submission of Matters to a Vote of Security Holders        9

PART II
-----------

Item 5    Market for Registrant's Common Equity and Related
          Stockholder Matters                                       10

Item 6    Selected Financial Data                                   10

Item 7    Management's Discussion and Analysis of Financial
          Condition and Results of Operation                        10

Item 7A   Quantitative and Qualitative Disclosures about
          Market Risk                                               10

Item 8    Financial Statements and Supplementary Data               10

Item 9    Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                       10

PART III
------------

Item 10   Directors and Executive Officers of the Registrant        10

Item 11   Executive Compensation                                    10

Item 12   Security Ownership of Certain Beneficial Owners and
          Management                                                10

Item 13   Certain Relationships and Related Transactions            10

PART IV
-----------

Item 14   Exhibits, Financial Statement Schedules and Reports       11
          on Form 8-K

                               2



<PAGE>
                                    PART I

ITEM 1 - BUSINESS

Introduction

Keystone Financial, Inc. (Keystone) was formed in 1984 as a result of mergers
between predecessor bank holding companies.  With assets of $7 billion, Keystone
is the fourth largest financial institution headquartered in the Commonwealth of
Pennsylvania.

Keystone is the parent of Keystone Financial Bank, N.A. (the bank) and various
nonbank subsidiaries.  The bank operates in thirty-one Pennsylvania counties,
three Maryland counties and one county in West Virginia.  Nonbank subsidiaries
offer a variety of financial services including discount brokerage services,
sales of mutual funds and annuities, investment advisory services,  reinsurance,
mortgage banking, and community development.  None of the nonbank subsidiaries
constitute a significant portion of Keystone's business.  At December 31, 1999,
Keystone and its subsidiaries had 2,553 full-time equivalent employees.

Keystone  and  its  subsidiaries  do  not  have  any  portion  of their business
dependent upon  a  single  or  a limited  number of customers, the loss of which
would have a material adverse effect on their business; no substantial portion
of their loans and investments are concentrated  within a single industry or
group of related industries.  Keystone is organized around, and manages its
business through twenty local market teams in the areas in which it operates.
These market teams are grouped into five geographic regions, each of which is
managed by a regional president. These regions are aggregated into one operating
segment since each region offers similar products and services through similar
distribution channels. Refer to the "Notes to Consolidated Financial Statements-
Segment Reporting" section of Exhibit 13.1 for additional information.  The
businesses of Keystone are not seasonal in nature.  For a further description of
the nature of Keystone's business, refer to the section entitled "Nature of
Operations" contained within Exhibit 13.1.

Keystone's stock is traded in the over-the-counter  market under the symbol of
KSTN and is included in the National Market System of NASDAQ.

Legislation and Competition

Changes in banking  legislation  have increased the  competition  experienced by
banks  and  bank  holding  companies  and  expanded  the  opportunities  to grow
geographically and offer new types of financial services. Since 1982, amendments
to  the  Pennsylvania  Banking  Code  have  eliminated   geographical  branching
restrictions  on  Pennsylvania  banks,  eliminated  limitations on the number of
Pennsylvania  banks  a bank  holding  company  could  own and  provided  for the
implementation  of interstate  banking.  Effective  March 4, 1990,  Pennsylvania
banks may establish or acquire branch offices  anywhere in the state,  there are
no limitations on the number of  Pennsylvania  banks a bank holding  company may
own and a bank holding  company located in any state or the District of Columbia
could,  initially subject to a reciprocity  requirement,  acquire a Pennsylvania
bank or bank holding company.

The Federal Interstate Banking and Branching  Efficiency Act of 1994 extended to
a  nationwide  basis the process of removing  the legal  barriers to  interstate
banking which formerly existed under various state laws. Effective September 29,
1995,  the Act  permits  bank  holding  companies  in any state to acquire  bank
holding  companies or banks located in any other state.  Effective June 1, 1997,
the Act  permits a bank in one state to merge  with a bank in  another  state as
long as neither  state had  enacted  legislation  prior to that date to prohibit
interstate  branching.  Only Texas and Montana adopted such legislation.  A bank
may  establish a de novo branch in another  state or acquire a branch in another
state without  acquiring the entire bank only if expressly  permitted by the law
of the state  where the new or  acquired  branch is  located.  Pennsylvania  has
enacted  legislation  to  permit  de novo  interstate  branching,  subject  to a
reciprocity requirement.

The result of these developments has been an increased volume of merger activity
involving  Pennsylvania banks and bank holding companies since 1982. At the same
time,  deregulation of the banking  industry has increased the  opportunities to
offer new types of financial services and enhanced the potential for competition
from savings and loan associations,  insurance  companies,  brokerage firms, and
other nonbank financial institutions.

The trend  towards  deregulation  gained added  momentum  with  enactment of the
Gramm-Leach-Bliley  Act on November  12, 1999.  Effective  March 11,  2000,  the
Gramm-Leach-Bliley Act allows bank holding companies meeting management, capital
and Community  Reinvestment Act ("CRA") standards to become  "financial  holding
companies"  authorized to engage in a substantially  broader range of nonbanking
activities than was previously  permissible,  including insurance  underwriting,
securities  underwriting,  and making merchant banking investments in commercial
and financial  companies.  The Act further allows  insurers and other  financial
services  companies  to  acquire  banks,   removes  various   restrictions  that
previously  applied to bank holding  company  ownership of securities  firms and
mutual fund advisory companies, and reorganizes the overall regulatory structure
applicable  to financial  holding  companies  that also engage in insurance  and
securities operations.

The  market in which  Keystone's  banking  subsidiaries  operate  is  considered
competitive. Banks and bank holding companies with significant operations in the
Keystone  market  areas  range in size from less than $100  million to over $150
billion in assets.

In addition to commercial  banks,  competitors  for loans,  deposits,  and other
services include savings and loan  associations,  insurance  companies,  finance
companies,  credit unions, brokerage houses, direct lending by federal and state
governments, and a proliferation of other types of financial institutions.

Keystone  differentiates  itself from its financial  institution  competitors by
combining the localness of a community  bank with a diverse line of products and
services typically only offered by much larger banks.  Keystone operates through
twenty  local  market  teams  to  ensure  close   personal   service  and  local
decision-making.

As a one-stop  financial  partner to  customers,  Keystone's  offerings  include
investment management and estate planning, mutual funds, annuities,  transaction
services  and  insurance  products.   Keystone's  associates  are  "Relationship
Bankers,"  who emphasize  long-term  relationships  with  customers by providing
superior service that results in value-added pricing.

Although  Keystone  expects  that competition  will increase  as a result of the
factors  described herein,  the  effects  thereof,  if any, on Keystone  are not
readily ascertainable.

Regulation and Supervision

The business of Keystone and its subsidiaries is subject to extensive regulation
and supervision under federal and state banking laws and other federal and state
laws and  regulations.  In general,  these laws and regulations are intended for
the  protection of the customers and depositors of Keystone's  subsidiaries  and
not for the  protection  of  Keystone or its  shareholders.  Set forth below are
brief  descriptions of selected laws and regulations  applicable to Keystone and
its  subsidiaries.  These  descriptions  are not intended to be a  comprehensive
description of all laws and  regulations to which Keystone and its  subsidiaries
are  subject  or to  be  complete  descriptions  of  the  laws  and  regulations
discussed. The descriptions of statutory and regulatory provisions are qualified
in their  entirety by reference  to the  particular  statutes  and  regulations.
Changes in applicable  statutes,  regulations  or  regulatory  policy may have a
material effect on Keystone and its business.

Regulation and Supervision of Bank Holding Companies

Keystone is subject to regulation  under the Bank Holding Company Act of 1956. A
bank holding  company is required to file annual  reports and other  information
concerning its business  operations and those of its subsidiaries with the Board
of Governors of the Federal  Reserve  System  (Federal  Reserve  Board).  A bank
holding company and each of its  subsidiaries are also subject to examination by
the Federal Reserve Board.

The Bank Holding  Company Act requires the prior approval of the Federal Reserve
Board in any case where a bank  holding  company  proposes to acquire  direct or
indirect  ownership or control of more than 5% of the voting  shares of any bank
(unless it already owns a majority of such bank's  voting  shares),  to merge or
consolidate   with  any  other  bank  holding  company  or  to  acquire  all  or
substantially  all of the assets of any bank. The Act further  provides that the
Federal Reserve Board shall not approve any such acquisition of voting shares or
assets or any such merger or consolidation:  (i) that would result in a monopoly
or would be in  furtherance  of any  combination  or conspiracy to monopolize or
attempt to  monopolize  the business of banking in any part of the United States
or (ii) the effect of which may be  substantially  to lessen  competition  or to
tend to create a monopoly  in any section of the  country,  or that in any other
manner would be in restraint of trade, unless the anticompetitive effects of the
proposed  transaction  are  clearly  outweighed  in the public  interest  by the
probable  effect of the  transaction in meeting the convenience and needs of the
community to be served.

The Bank Holding  Company Act prohibits a bank holding company from engaging in,
or from acquiring direct or indirect ownership or control of more than 5% of the
voting shares of any company engaged in nonbanking activities unless the Federal
Reserve  Board,  by order or  regulation,  has found  such  activities  to be so
closely related to banking or to managing or controlling banks as to be a proper
incident  thereto.  The Federal Reserve Board has by regulation  determined that
certain  activities  are  so  closely  related  to  banking  or to  managing  or
controlling  banks as to permit bank holding  companies and subsidiaries  formed
for the  purpose  to engage in such  activities,  subject to Board  approval  in
certain  cases.  These  activities  include  making,  acquiring,  brokering,  or
servicing loans and other extensions of credit; providing certain investment and
financial advice;  leasing personal property;  providing certain  bookkeeping or
financially-oriented  data processing services; acting as an insurance agent for
certain types of credit related insurance, and securities brokerage.

As  amended  by  the  Gramm-Leach-Bliley  Act,  the  Bank  Holding  Company  Act
authorizes  a bank  holding  company  that elects to become a financial  holding
company to engage in a significantly expanded range of activities.  In order for
a bank  holding  company to become a financial  holding  company  (1) all of its
depository  institutions  must be  well-capitalized  and well-managed and (2) it
must file a  declaration  with the Federal  Reserve Board that it elects to be a
financial holding company.  In addition,  to commence any new activity permitted
by the  Gramm-Leach-Bliley  Act and to acquire  any  company  engaged in any new
activities  permitted by the  Gramm-Leach-Bliley  Act,  each insured  depository
institution  of the  financial  holding  company  must have  received at least a
"satisfactory"  CRA rating in its most recent  examination.  Keystone  currently
meets the requirements for eligibility to become a financial holding company but
has no present intention to become a financial holding company.

Keystone  Financial,  Inc.,  is an affiliate of its  subsidiary  bank within the
meaning of the Federal Reserve Act (Act).  As an affiliate,  Keystone is subject
to certain  restrictions  imposed by the Act on extensions of credit by the bank
to Keystone,  on investment in the stock or other  securities of Keystone by the
bank and on the taking of such stock or securities  as  collateral  for loans to
any  borrower.  Further,  under the Bank  Holding  Company  Act, a bank  holding
company and its  subsidiaries  are  prohibited  from engaging in certain  tie-in
arrangements  in connection  with any extension of credit,  lease or sale of any
property or the furnishing of services.

The Federal Reserve Board has adopted capital adequacy guidelines under which it
assesses  the adequacy of capital in examining  and  supervising  a bank holding
company  and in  analyzing  applications  filed with the Board.  Keystone  is in
compliance  with  all  existing  capital  adequacy  guidelines,   including  the
risk-based guidelines. For a discussion of these capital adequacy guidelines and
Keystone's  capital  position,  reference is made to the caption  "Shareholders'
Equity," contained within the Financial Review section of Exhibit No. 13.1.

Regulation and Supervision of Banks

Keystone's  federally-chartered national bank is supervised by the Office of the
Comptroller of Currency (OCC), which conducts regular  examinations of the bank.
Deposits are federally-insured by the FDIC. In addition, the bank is subject, in
certain instances,  to the regulation of the Federal Reserve Board. The areas of
operation of the bank which are subject to regulation by federal and state laws,
regulations  and  regulatory  agencies  include,  among other  things,  reserves
against  deposits,  maximum  interest  rates  for  specific  classes  of  loans,
truth-in-lending disclosure,  permissible types of loans and investments,  trust
operations,  issuance of  securities,  and payment of  dividends.  In  addition,
national banks are subject to capital adequacy and risk-based capital guidelines
similar  to  those  adopted  by the  Federal  Reserve  Board  for  bank  holding
companies,  as referred to above.  Keystone's  subsidiary  bank is in compliance
with all such guidelines.

National  banks must  obtain  approval  from the OCC before  establishing  a new
branch. Any merger of financial  institutions in which the resulting institution
is a national  bank is also subject to the prior  approval of the OCC. Any other
merger in which the resulting  institution is a federally insured bank or thrift
institution would, depending upon the nature of the merged institution,  require
the prior  approval  of the  Federal  Reserve  Board,  the FDIC or the Office of
Thrift Supervision and, in the case of a resulting state-chartered  institution,
the  applicable  financial  institution  regulatory  authority of the chartering
state.

National  banks  historically  have  been  authorized  to  establish   operating
subsidiaries  that  engage  in  activities  generally  permissible  for the bank
itself.  In addition to  preserving  national  bank  authority to own  operating
subsidiaries,  the Gramm-Leach-Bliley Act authorizes national banks to establish
"financial  subsidiaries," which may engage in financial activities  permissible
for financial holding companies, except for insurance underwriting,  real estate
investment  and  development  and,  for  at  least  5  years,  merchant  banking
investments.  In  contrast  to  treatment  of  operating  subsidiaries,   equity
investments  in a  financial  subsidiary  may not count  towards  the assets and
tangible equity of the bank, and transactions between the bank and its financial
subsidiary are subject to certain  restrictions  imposed by the Federal  Reserve
Act on extensions of credit to, and other business dealings with, affiliates.

To be eligible to own, or expand the  activities of, a financial  subsidiary,  a
national  bank and each of its  depository  institution  affiliates  (1) must be
well-capitalized  and  well-managed  and (2) must have at least a "satisfactory"
CRA rating. In addition,  the national bank must make an advance filing with the
OCC,  certifying that it meets these requirements and giving notice that it will
acquire, or start a new activity in, a financial subsidiary.  Keystone Financial
Bank,  N.A.,  the national  bank  subsidiary  of Keystone,  currently  meets the
eligibility  requirements to own a financial subsidiary and intends to establish
one or more financial subsidiaries.

As an affiliate of Keystone,  the bank is subject to  provisions  of the Federal
Reserve Act which  restrict the ability of banks to extend credit to affiliates,
to  invest  in the  stock  or  securities  thereof,  or to take  such  stock  or
securities as collateral for loans to any borrower.

The business  and earnings of the bank are affected by the monetary  policies of
the Federal  Reserve Board which regulate the money supply in order to influence
rates of inflation and economic  growth.  Among the techniques used to implement
these   objectives  are  open  market  dealings  in  United  States   Government
securities,  changes in the discount rate for bank  borrowings  from the Federal
Reserve Banks and changes in the reserve  requirements against bank deposits and
borrowings.  Changes in these policies can influence to a significant degree the
overall growth and  distribution of bank loans,  investments  and deposits,  the
interest  rates  charged  by banks on loans  and the cost to banks of  obtaining
funds,  as well as the  ability of banks to compete for loans and for funds with
other types of financial institutions.

Changing conditions in the economy and in the financial industry can be expected
to continue to result in changes in legislation  and  regulatory  policies which
will affect the business of banks and competition  between banks and among banks
and other types of financial institutions.

Statistical Disclosure

The consolidated  statistical  disclosures  found in the sections of Exhibit No.
13.1 entitled,  "Selected Financial Data", "Financial Review", and "Supplemental
Financial Information",  are incorporated herein by reference. Also incorporated
herein by  reference  are the  following  consolidated  statistical  disclosures
appearing in the Notes to Consolidated  Financial  Statements section of Exhibit
No. 13.1: the  discussion of "Interest and Fees on Loans"  appearing in the note
captioned "Summarized  Accounting Policies",  the note captioned  "Investments",
and the table of total  nonaccrual  and  restructured  loan balances and related
annual interest data appearing in the note captioned "Loans and Leases".


Executive Officers of the Corporation

Except  as  otherwise  noted,  each  executive  officer  has held  the  position
indicated  for at least  five  years,  serves  at the  pleasure  of the Board of
Directors and is not elected for any specific term of office.

Name                  Age     Office with Keystone and/or Subsidiary
----------------     -----    ------------------------------------------

Carl L. Campbell      56      Chairman (May 1998), President (December 1986-May
                              1998; November 1999 to date) and Chief Executive
                              Officer.

Mark L. Pulaski       46      President, Wealth Management Division (November
                              1999).

                              From May 1998 until November 1999, Mr. Pulaski
                              served as President and Chief Operating Officer.

                              From November 1997 until May 1998, Mr. Pulaski
                              served as Vice Chairman, Chief Operating  Officer
                              and Chief Financial Officer (CFO).  From 1995 to
                              November 1997, Mr. Pulaski was Senior Executive
                              Vice President, CFO and Chief Administrative
                              officer (CAO) of the Corporation.  Prior to 1995,
                              he served as Executive Vice President, CFO and CAO
                              of the Corporation.

Ben G. Rooke          50      Executive Vice President, Vice Chairman (May
                              1998), General Counsel and Secretary.

George R. Barr, Jr.   48      Executive Vice President (December 1998) and
                              Deputy General Counsel.

                              Prior to December 1998, Mr. Barr served as Senior
                              Vice President.

Edwin R. Eckberg      54      Executive Vice President (December 1998).

                              Prior to December 1998, Mr. Eckberg served as
                              Senior Vice President.

Donald F. Holt        43      Executive Vice President (December 1998)and Chief
                              Financial Officer (May 1998).

                              Mr. Holt previously served as Senior Vice
                              President (through December 1998) and Corporate
                              Controller (through May 1998).


ITEM 2 - PROPERTIES

The headquarters of Keystone  Financial,  Inc. and Keystone Financial Bank, N.A.
are  located  at One  Keystone  Plaza,  Harrisburg,  Pennsylvania,  in a  leased
building.  The lease expires in 2002 with three consecutive renewal options each
for five years. This building also houses a full-service  branch of the bank and
an office for Martindale Andres & Company, a subsidiary of Keystone.

Keystone  Financial  Bank  has  a  total  of  178  branches  located  throughout
Pennsylvania,  Maryland and West Virginia. Of these 178 branches,  125 are owned
and the remainder are leased.

The bank owns the premises of its automated  Telephone Banking Center located in
Cumberland,  Maryland.  The bank also owns  operations  centers  located  in the
following Pennsylvania towns: Bellwood, Williamsport, and St. Clair.

Keystone  and the  bank  lease  office  space  for  various  administrative  and
back-office functions in three buildings in Altoona,  Pennsylvania,  including a
building  owned by a partnership  in which a Keystone board member is a partner.
The premises for various branches include administrative offices.

Keystone owns the  headquarters  for its Asset  Management  Division,  which are
located in Harrisburg, Pennsylvania.

Of  the  nonbanking  subsidiaries,  Martindale  Andres  and  Company  and  MMC&P
Retirement   Benefits   Services  are  headquartered  in  leased  facilities  in
Pennsylvania.

ITEM 3 - LEGAL PROCEEDINGS

There are no pending legal proceedings required to be described under this item.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1999.



                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

Information for this item is incorporated herein by reference to the section of
Exhibit No. 13.1 entitled "Market Prices and Dividends".

ITEM 6 - SELECTED FINANCIAL DATA

The section entitled "Selected Financial Data" of Exhibit No. 13.1 is
incorporated herein by reference.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

The section entitled "Financial Review" of Exhibit No. 13.1 is incorporated
herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following sections of Exhibit No. 13.1 are incorporated herein by reference:
"Financial Review-Investments", "Financial Review-Asset/Liability Management and
Market Risk",  "Summarized Accounting  Policies-Financial  Derivatives and Other
Hedging  Activity",   "Notes  to  Consolidated  Financial   Statements-Financial
Derivatives, Hedging Activity, and Commitments".

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  sections of Exhibit No. 13.1  entitled  "Report of  Independent  Auditors",
"Consolidated   Financial   Statements",   and  notes  thereto,  and  "Quarterly
Information-Income Performance" are incorporated herein by reference.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
None.

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11 - EXECUTIVE COMPENSATION

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Part III, Items 10-13, is incorporated herein by
reference to the information appearing under the following captions in the Proxy
Statement for Keystone's 2000 Annual Meeting of Shareholders:

-- Introduction
-- Management Proposal - Election of Directors
-- Executive Compensation
-- Other Information Concerning Directors and Executive Officers

The other information appearing in such Proxy Statement, including without
limitation that information appearing under the captions "Human Resources
Committee 1999 Report on Executive Compensation" and "Stock Price Performance
Graph", is not incorporated herein.

<PAGE>
                                     PART IV

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

(a)(1)(2)  The response to this portion of Item 14 is listed below.
(a)(3)     Listing of Exhibits-The exhibits are listed on the Exhibit Index
           beginning on page 13 of this Form 10-K.
(b)        Reports on Form 8-K are listed below.
(c)        Exhibits-The exhibits listed on the Exhibit Index  beginning on page
           13 of this Form 10-K are filed herewith or are incorporated by
           reference.
(d)        Schedules - listed under Item 14 (a)(1)(2) below.

Item 14(a)(1)(2) List of Financial Statements and Financial Statement
Schedules

The following consolidated financial statements and report of independent
auditors of Keystone Financial, Inc. and subsidiaries, included in the annual
report of the registrant to its shareholders for the year ended December 31,
1999, are incorporated by reference in Item 8:

Report of independent auditors

Consolidated statements of condition - December 31, 1999, and 1998

Consolidated statements of income - Years ended December 31, 1999, 1998,and 1997

Consolidated statements of changes in shareholders' equity - Years ended
December 31, 1999, 1998, and 1997

Consolidated statements of cash flows - Years ended December 31, 1999, 1998,
and 1997

Notes to consolidated financial statements

Schedules to the consolidated financial statements as per Article 9 of
Regulation S-X are not required under the related instructions or are
inapplicable, and therefore have been omitted.

Item 14(b)  Reports on Form 8-K

During the quarter ended December 31, 1999, the registrant filed the following
reports on Form 8-K:


 Filing Date            Item          Description
--------------------    -----   ------------------------------------
December 08, 1999         5     Press release announcing litigation settlement
November 30, 1999         5     Press release announcing strategic realignment
November 22, 1999         5     Press release announcing dividend declaration
October 18, 1999          5     Press release announcing earnings for the third
                                quarter


<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.

                            (Registrant)  Keystone Financial, Inc.

                                          By: /s/ Carl L. Campbell
                                          __________________________
                                          Chief Executive Officer

                                           Date:   March 23, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 23,  2000,  by the  following  persons on behalf of the
registrant and in the capacities indicated.


/s/ Carl L. Campbell          /s/ Donald F. Holt
_______________________       _______________________
Chief Executive Officer       Executive Vice President and
President & Chairman          Chief Financial Officer
                              (Principal Accounting Officer)

/s/ A. Joseph Antanavage      /s/ Harold L. Brake
_______________________       _______________________
Director                      Director

/s/ George T. Brubaker        /s/ Paul I. Detwiler, Jr.
_______________________       _______________________
Director                      Director

/s/ Donald Devorris           /s/ Gerald E. Field
_______________________       _______________________
Director                      Director

/s/ Philip C. Herr, II        /s/ Allan W. Holman, Jr.
_______________________       _______________________
Director                      Director

/s/ Richard G. King           /s/ Uzal H. Martz, Jr.
_______________________       _______________________
Director                      Director

/s/ Max A. Messenger          /s/ William L. Miller
_______________________       _______________________
Director                      Director

/s/ Don A. Rosini             /s/ James I. Scheiner
_______________________       _______________________
Director                      Director

/s/ F. Dale Schoeneman        /s/ Ronald C. Unterberger
_______________________       _______________________
Director                      Director

/s/ G. William Ward           /s/ Ray L. Wolfe
_______________________       _______________________
Director                      Director

<PAGE>



                             EXHIBIT INDEX
                    (Pursuant to Item 601 of Regulation S-K)

Exhibit                  Description and Method
  No.                          of Filing
------------------------------------------------------------------------
3.1     Restated Articles of Incorporation of Keystone Financial, Inc., as
        amended through May 19, 1997, incorporated by reference to Exhibit 3
        of Form 10-Q of Keystone Financial, Inc. for the quarter ended March 31,
        1999.

3.2     By-Laws of Keystone Financial, Inc., as amended November 19, 1998,
        incorporated by reference to Exhibit 3.2 of Form 10-K of Keystone
        Financial, Inc. for the year ended December 31, 1998.

10.1*   Keystone Financial, Inc., Corporate Directors Deferred Compensation
        Plans, originally filed as Exhibit 10.1 of Form 10-K of Keystone
        Financial, Inc. for the year ended December 31, 1994, filed herewith.

10.2*   Keystone Financial, Inc. 1988 Stock Incentive Plan, incorporated by
        reference to Exhibit 10.2 of Form 10-K of Keystone Financial, Inc., for
        the year ended December 31, 1998.

10.3*   Keystone Financial, Inc. Management Incentive Compensation Plan as
        amended and restated, incorporated by reference to Exhibit 10.3 of
        Form 10-K of Keystone Financial, Inc., for the year ended December 31,
        1998.

10.4*   Form of employment agreement between Keystone Financial, Inc. and
        Executive Officer Campbell, incorporated by reference to Exhibit 10.4
        of Form 10-K of Keystone Financial, Inc. for the year ended December 31,
        1998.

10.5*   Form of employment agreement between Keystone Financial, Inc. and
        Executive Officers Pulaski and Rooke, incorporated by reference to
        Exhibit 10.5 of Form 10-K of Keystone Financial, Inc. for the year
        ended December 31, 1998.

10.6*   Keystone Financial, Inc. 1995 Management Stock Purchase Plan,
        incorporated herein by reference to Exhibit C of the Proxy Statement
        of Keystone Financial, Inc., dated April 7, 1995.

10.7*   Keystone Financial, Inc. Savings Restoration Plan, as amended  and
        restated effective January 1, 1994, and as corrected on June 14, 1994,
        originally filed as Exhibit 10.7 of Form 10-K of Keystone Financial,
        Inc., for the year ended December 31, 1994, filed herewith.

10.8*   Keystone Financial, Inc. Supplemental Retirement Income Plan,
        incorporated by reference to Exhibit 10.8 of Form 10-K of Keystone
        Financial, Inc., for the year ended December 31, 1998.

10.9*   Keystone Financial, Inc. 1990 Non-Employee Directors' Stock Option Plan,
        as amended, incorporated by reference to Exhibit 10.9 of Form 10-K of
        Keystone Financial, Inc. for the year ended December 31, 1998.

10.10*  Keystone Financial, Inc. 1992 Stock Incentive Plan, incorporated herein
        by reference to Exhibit 10.10 of Form 10-K of Keystone Financial, Inc.,
        for the year ended December 31, 1997.

<PAGE>

Exhibit                  Description and Method
  No.                          of Filing
------------------------------------------------------------------------
10.11*   Keystone Financial, Inc. 1992 Director Fee Plan, as amended through May
         20, 1999, filed herewith.

10.12*   Keystone Financial, Inc. form of Executive Split Dollar Agreements,
         filed herewith.

10.13*   Keystone Financial, Inc. 1995 Non-Employee Directors' Stock Option
         Plan, incorporated by reference to Exhibit B of the Proxy Statement of
         Keystone Financial, Inc., dated April 7, 1995.

10.14*   Keystone Financial, Inc. Management Stock Ownership Program,
         incorporated herein by reference to Exhibit 10.15 of Form 10-K of
         Keystone Financial, Inc., for the year ended December 31, 1995.

10.15*   Keystone Financial, Inc. 1996 Performance Unit Plan, incorporated
         herein by reference to Exhibit 99.16 of Amendment No. 1 to Form S-4 of
         Keystone Financial, Inc. (No. 333-20283), filed on March 10, 1997.

10.16*   Keystone Financial, Inc. 1997 Stock Incentive Plan, as amended
         November 19, 1998, incorporated by reference to Exhibit 10.16 of Form
         10-K of Keystone Financial, Inc., for the year ended December 31, 1998.

10.17*   Keystone Financial, Inc. Supplemental Deferred Compensation  Plan,
         incorporated by reference to Exhibit 10.19 of Form 10-K of Keystone
         Financial, Inc., for the year ended December 31, 1997.

10.18*   Form of change of control agreement between Keystone Financial, Inc.
         and executive officers Barr, Eckberg, and Holt, incorporated by
         reference to Exhibit 10.19 of Form 10-K of Keystone Financial, Inc.,
         for the year ended December 31, 1998.

10.19*   Employment Agreement between Keystone Financial, Inc. and Director
         Wolfe, incorporated herein by reference to Exhibit 99.9 of Form S-4 of
         Keystone Financial, Inc. (No. 333-20283), filed on January 23, 1997.

11.1     The statement regarding computation of per share earnings required by
         this exhibit is contained in the note to the consolidated financial
         statements captioned "Earnings Per Share," filed as a part of Exhibit
         13.1.

12.1     Statement regarding computation of ratios, filed herewith.

13.1     Portions of the Annual Report to Shareholders of Keystone Financial,
         Inc., for the year ended December 31, 1999, filed herewith.

21.1     Subsidiaries of Registrant, filed herewith.

23.1     Consent of Ernst & Young LLP, independent auditors, filed herewith.

27.1     Financial Data Schedule, filed herewith.

*The exhibits marked by an asterisk (*) are management contracts or compensatory
 plans or arrangements.