EXHIBIT 99.3




                           August 15, 2001





Dear Shareholder:

     First Keystone Corporation is pleased to offer our shareholders
the opportunity to participate in our 2001 Dividend Reinvestment and
Stock Purchase Plan.  We enclose the prospectus describing the plan.

     Shareholders who own 25 or more shares registered in their name
are eligible to enroll in this plan.  Participation in the plan is
entirely voluntary.  You may enroll or withdraw at any time, in
accordance with the terms and conditions of the plan.  In addition to
providing a convenient way to buy additional shares of common stock
by reinvesting your dividends in the company's common stock, the plan
also provides a way for you to make voluntary cash purchases of
common stock.  We encourage you to review the terms and conditions of
the plan carefully and retain the prospectus for future reference.

     THE SHARES OF FIRST KEYSTONE CORPORATION COMMON STOCK ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.  FURTHER, NO
INTEREST WILL BE EARNED ON THESE FUNDS HELD BY THE AGENT PRIOR TO
THEIR INVESTMENT.  INVESTMENT IN OUR COMMON STOCK, AS WITH ANY
INVESTMENT IN COMMON STOCK, INVOLVES INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF VALUE.

     The First National Bank of Berwick, First Keystone Corporation's
bank subsidiary, is the plan administrator.  The bank will administer
the plan through its trust department.  You may enroll in the plan by
completing and signing the enclosed enrollment form and returning it
to the plan administrator.  If you have any questions about the plan,
please call the plan administrator at (570) 752-3671.

     Thank you for your continued interest in and support of First
Keystone Corporation

                                Sincerely,



                                /s/ J. Gerald Bazewicz
                                J. Gerald Bazewicz
                                President