UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FIRST KEYSTONE CORPORATION
__________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
_______________________________________
(Title of Class of Securities)
320654205
_________
(CUSIP Number)
Robert E. Bull, 323 West Fourth Street
Nescopeck, PA 18635, (570) 752-5593
____________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2007
________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of paragraphs
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. [ ]
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 Pages
CUSIP NO. 320654205 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Bull
###-##-####
2. CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of
America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER: 223,615
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER: 4,182
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER: 223,615
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER: 4,182
Page 2 of 8 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 227,797
12. CHECK IF THE AGGREGATE AMOUNT IN NUMBER 11 EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN NUMBER 11:
4.18%*
14. TYPE OF REPORTING PERSON: IN
*As of November 1, 2007, Mr. Bull ceased to be a 5% beneficial
owner of First Keystone Corporation Common Stock.
Page 3 of 8 Pages
Schedule 13D - Amendment No. 2
Robert E. Bull
This Amendment No. 2 is filed on behalf of Robert E. Bull to
amend the Schedule 13D, filed with the Commission and dated
January 2, 2002, with respect to the Common Stock, $2.00 par
value per share of First Keystone Corporation, a Pennsylvania
business corporation (the "Issuer"), held by Mr. Bull.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $2.00
per share (the "Common Stock"), of First Keystone Corporation, a
Pennsylvania corporation ( the "Issuer"), which has its principal
executive offices at 111 West Front Street, Berwick, Pennsylvania
18603; telephone number 570-752-3671.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement on Schedule 13D is being filed on
behalf of Robert E. Bull.
(b) Mr. Bull's residence address is 323 West Fourth
Street, Nescopeck, Pennsylvania 18635.
(c) Mr. Bull is a retired attorney from the law offices of
Bull, Bull & Knecht, 106 Market Street, Berwick, Pennsylvania
18603.
(d) During the last five years, Mr. Bull has not been
convicted in any criminal proceeding.
(e) During the past five years, Mr. Bull has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was subject to
a judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state laws or finding any violations with respect to such laws.
(f) Mr. Bull is a citizen of the United States of America
and a resident of Pennsylvania.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All funds to purchase the shares by Robert E. Bull were
from personal funds. The funds to purchase shares for Bull, Bull
& Knecht were provided through First Keystone Corporation
Dividend Reinvestment Plan.
Page 4 of 8 Pages
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisitions by the Reporting Person is
for investment purposes. The Reporting Person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number of term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure including but not limited to, if
the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Page 5 of 8 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The purpose of this Amendment No. 2 is to report the gift
distribution of First Keystone Corporation Common Stock. In
addition, this Amendment No. 2 reflects the declaration of two 5%
stock dividends and one 3 for 2 stock split issued in the form of
a 50% stock dividend by the Issuer and the issuance of common
stock as the result of the acquisition of Pocono Community Bank
by the Issuer. These events occurred as follows:
(1) On August 6, 2002, the Issuer declared a 5% stock
dividend which resulted in the increase at no cost to the
Reporting Person of 8,198 shares of Common Stock beneficially
owned by the Reporting Person, whose percent of class was
unchanged at 6.00%.
(2) On December 17, 2002, a gift distribution of the
Common Stock, beneficially owned by the Reporting Person took
place, resulting in a decrease of 7,650 shares to Reporting
Person, whose percent of class was decreased to 5.94%.
(3) On July 29, 2003, a gift distribution of the Common
Stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 5,850 shares to Reporting Person,
whose percent of class was decreased to 5.77%.
(4) On May 11, 2004, the Issuer declared a 3 for 2 stock
split issued in the form of a 50% stock dividend which resulted
in the increase at no cost to the Reporting Person of 81,254
shares of Common Stock beneficially owned by the Reporting
Person, whose percent of class was unchanged at 5.77%.
(5) On June 21, 2004, a gift distribution of the Common
Stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 7,920 shares to Reporting Person,
whose percent of class was decreased to 5.58%.
(6) On June 17, 2005, a gift distribution of the Common
Stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 9,450 shares to Reporting Person,
whose percent of class was decreased to 5.33%.
(7) On November 10, 2006, a gift distribution of the
Common Stock, beneficially owned by the Reporting Person took
place, resulting in a decrease of 11,350 shares to Reporting
Person, whose percent of class was decreased to 5.02%.
(8) On December 5, 2006, the Issuer declared a 5% stock
dividend which resulted in the increase at no cost to the
Reporting Person of 10,804 shares of Common Stock beneficially
owned by the Reporting Person, whose percent of class was
unchanged at 5.02%.
Page 6 of 8 Pages
(9) On November 1, 2007, the Issuer acquired Pocono
Community Bank, resulting in an issuance of 932,203 shares of
common stock, resulting in a percentage decrease to Reporting
Person, whose percentage of class was decreased to 4.18%.
ITEM 5(a)
Amount Beneficially Owned 227,797 shares of the Issuer's Common
Stock
Percent of Class The shares of Common Stock held by Mr. Bull
represents approximately 4.18% of Common Stock outstanding as of
the date hereof.
ITEM 5(b)
Number of Shares as to Which Reporting Person Has:
Sole power to vote or to direct the vote: 223,615 shares
Shared power to vote or to direct the vote: 4,182 shares
ITEM 5(c)
N/A
ITEM 5(d)
N/A
ITEM 5(e)
As of November 1, 2007, Mr. Bull ceased to be a 5% beneficial
owner of First Keystone Corporation Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
December 21, 2007 /s/ Robert E. Bull
Robert E. Bull
Page 8 of 8 Pages