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10-Q - FIRST KEYSTONE CORPform10qseptember2009.txt
EX-31 - FIRST KEYSTONE CORPex311september2009.txt
EX-32 - FIRST KEYSTONE CORPex322september2009.txt
EX-32 - FIRST KEYSTONE CORPex321september2009.txt

                                             EXHIBIT 31.2


I, Diane C.A. Rosler, Chief Financial Officer, certify, that:

     1.   I have reviewed this quarterly report on Form 10Q for the
period ended September 30, 2009, of First Keystone Corporation.

     2.   Based on my knowledge, the quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.

     4.   The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

          a)   designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be designed under
     our supervision, to ensure that material information relating to
     the registrant, including its consolidated subsidiaries, is made
     known to us by others within those entities, particularly during
     the period in which this quarterly report is being prepared;

          b)   designed such internal control over financial reporting,
     or caused such internal control over financial reporting to be
     designed under our supervision, to provide reasonable assurance
     regarding the reliability of financial reporting and the
     preparation of financial statements for external purposes in
     accordance with generally accepted accounting principles;

          c)   evaluated the effectiveness of the registrant's
     disclosure controls and procedures and presented in this quarterly
     report our conclusions about the effectiveness of the disclosure
     controls and procedures, as of the end of the period covered by
     this quarterly report based upon such evaluation; and

          d)   disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred during the
     registrant's most recent fiscal quarter that has materially
     affected, or is reasonably likely to materially affect, the
     registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent function):

          a)   all significant deficiencies in the design or operation
     of the internal controls which could adversely affect the
     registrant's ability to record, process, summarize and report
     financial data and have identified for the registrant's auditors
     any material weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves
     management or other employees who have a significant role in the
     registrant's internal controls.

                           /s/ Diane C.A. Rosler
                           Diane C.A. Rosler
                           Senior Vice President and
                           Chief Financial Officer

November 9, 200