<PAGE>

     As filed with the Securities and Exchange Commission on July 14, 1998
                                                   Registration No. 333-   
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            ----------------------

                         FIRST CHICAGO NBD CORPORATION
            (Exact name of registrant as specified in its charter)


              DELAWARE                                  38-1984850
  (State or other jurisdiction of                 (I.R.S. employer
   incorporation or organization)                 identification number)

          One First National Plaza                  60670
             Chicago, Illinois                    (Zip Code)
  (Address of Principal Executive Offices)


                         First Chicago NBD Corporation
                          Savings and Investment Plan
                           (Full title of the Plan)

                              Sherman I. Goldberg
            Executive Vice President, Secretary and General Counsel
                         First Chicago NBD Corporation
                           One First National Plaza
                           Chicago, Illinois  60670
                    (Name and address of agent for service)
                                (312) 732-3551
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                            Laurence Goldman, Esq.
                         First Chicago NBD Corporation
                           One First National Plaza
                            Chicago, Illinois 60670

                            ----------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed           Proposed
                                                                  Maximum             Maximum
                                               Amount to be    Offering Price        Aggregate            Amount of
  Title of Securities to be Registered          Registered     Per Share (1)     Offering Price (1)  Registration Fee (1)
-------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>               <C>                 <C>
Common Stock, $1 par value..............    800,000 shares     $90.97            $72,776,000         $21,469

Interests in the Savings and
  Investment Plan.......................       (2)                  -                      -               -
-------------------------------------------------------------------------------------------------------------------------
</TABLE> 
(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h), based upon the average of the high and low
    prices of Common Stock reported on the New York Stock Exchange Composite
    Transactions Tape for July __, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.
<PAGE>
 
General Instruction E. The contents of Registrant's previously filed
Registration Statement on Form S-8 relating to the First Chicago NBD Corporation
Savings and Investment Plan (the "Plan") (No. 333-16369) is incorporated herein
by reference.


         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by FCN (File No. 1-7127) with the
Commission are incorporated by reference in the Registration Statement:

          (a)  FCN's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1997;

          (b)  FCN's Quarterly Report on Form 10-Q for the quarter ended March
               31, 1998;

          (c)  FCN's Current Reports on Form 8-K dated January 15, 1998,
               February 17, 1998, April 13, 1998, April 14, 1998, April 21,
               1998, May 19, 1998 and July 13, 1998;

          (d)  The description of FCN Common Stock set forth in a registration
               statement  filed by a predecessor of FCN pursuant to Section 12
               of the Securities Exchange Act of 1934, as amended, (the
               "Exchange Act") and any amendment or report filed with the
               Commission for the purpose of updating such description; and

          (e)  The Plan's Annual Report on Form 11-K for the year ended December
               31, 1997.

All documents filed by FCN or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into the Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

                                      -2-
<PAGE>
 

Item 4. Description of Securities.

     This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock of FCN offered hereby has been
passed upon for FCN by Sherman I. Goldberg. Mr. Goldberg is Executive Vice
President, General Counsel and Secretary of FCN and is also a stockholder of FCN
and a holder of options to purchase shares of FCN. At June 30, 1998, Mr.
Goldberg was the record and beneficial owner of approximately 242,458 shares of
FCN Common Stock and held options to purchase 134,207 shares of FCN Common
Stock.

     The consolidated financial statements of FCN included in the Form 10-K for
the year ended December 31, 1997, incorporated herein by reference have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

     The financial statements incorporated by reference in the Annual Report on
Form 11-K of the Plan for the year ended December 31, 1997, have been audited by
Washington, Pittman & McKeever, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm in accounting and auditing in giving
said report.

Item 6. Indemnification of Directors and Officers.

     Article Eighth of FCN's Restated Certificate of Incorporation, as amended
(the "FCN Certificate"), provides for indemnification of directors and officers.
The provision provides that any person shall be indemnified and reimbursed by
FCN for expenses and liabilities imposed upon the person in connection with any
action, suit or proceeding, civil or criminal, or threat thereof, in which the
person may be involved by reason of the person being or having been a director,
officer, employee or agent of FCN, or of any corporation or organization which
the person served in any capacity at the request of FCN, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of FCN and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful; provided, however, that no indemnification shall be made in respect of
any matter as to which such person has been adjudged to be liable for negligence
or misconduct in the performance of the person's duty to FCN unless the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that such person is fairly and reasonably entitled to
indemnity.

     The directors and officers of FCN are covered by an insurance policy,
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.

                                      -3-
<PAGE>

 
     The Plan provides that, to the extent permitted by law, any person who is a
present or former director, officer or employee of any employer covered by the
Plan to whom the Retirement Committee, which administers the Plan, or an
employer has delegated any portion of its responsibilities under the Plan and
each present or former Retirement Committee member shall be indemnified and
saved harmless by the employers (to the extent not indemnified or saved harmless
under any liability insurance or other indemnification arrangement with respect
to the Plan) from and against any and all claims of liability to which such
person may be subjected by reason of any act done or omitted to be done in good
faith with respect to the administration of the Plan or the investment of the
trust fund, including all expenses reasonably incurred in the individual's
defense, in the event that the employers fail to provide such defense.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling FCN pursuant to the foregoing provisions, FCN
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

     This item is inapplicable.

                                      -4-
<PAGE>
 

Item 8. Exhibits.

The Registrant will submit or has submitted the Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

     This Registration Statement includes the following Exhibits:

<TABLE> 
<CAPTION> 
     Exhibit
     Number                     Description of Exhibits
     ------                     -----------------------
<C>              <S>    
     5           Opinion of Counsel to FCN as to legality of securities being
                 issued

     23(a)       Consent of Arthur Andersen LLP

     23(b)       Consent of Counsel to FCN (included in Exhibit 5 hereof)

     23(c)       Consent of Washington, Pittman & McKeever

     24          Powers of Attorney

     99          Form of First Chicago NBD Corporation Savings and Investment
                 Plan
</TABLE> 

     Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (l) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by Section 10(a)(3) of the Securities Act
     of 1933; (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and (iii) to include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement.

          Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if
     the Registration Statement is on Form S-8, and the information required to
     be included in a post-effective amendment by those paragraphs is contained
     in periodic reports filed by the Registrant pursuant to Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the Registration Statement.

                                      -5-
<PAGE>
 

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (4) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of Registrant's annual report pursuant
     to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's annual
     report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
     that is incorporated by reference in the Registration Statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (5) That, insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of Registrant pursuant to Registrant's indemnification
     provisions, or otherwise, Registrant has been advised that in the opinion
     of the Securities and Exchange Commission such indemnification is against
     public policy as expressed in such Act and is, therefore, unenforceable. In
     the event that a claim for indemnification against such liabilities (other
     than payment by Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                      -6-
<PAGE>
 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 14th day of July, 1998.

                                       FIRST CHICAGO NBD CORPORATION

                                       By: /s/ M. Eileen Kennedy
                                           -------------------------
                                           M. Eileen Kennedy
                                           Attorney-in-Fact


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 14, 1998.

<TABLE> 
<CAPTION> 
       Signature                      Title
       ---------                      -----
<S>                                <C> 
     Terence E. Adderley*           
-----------------------------
     Terence E. Adderley           Director

     James K. Baker*                
-----------------------------
     James K. Baker                Director

     John H. Bryan*
-----------------------------
     John H. Bryan                 Director

     Siegfried Buschmann*           
-----------------------------
     Siegfried Buschmann           Director

     James S. Crown*                
-----------------------------
     James S. Crown                Director

     Maureen A. Fay, O.P.*          
-----------------------------
     Maureen A. Fay, O.P.          Director

     Charles T. Fisher III*         
-----------------------------
     Charles T. Fisher III         Director

     Verne G. Istock*               
-----------------------------
     Verne G. Istock               Director and Principal Executive Officer
</TABLE>

                                      -7-
<PAGE>


<TABLE> 
<S>                                <C> 
     Thomas H. Jeffs II*
------------------------------
     Thomas H. Jeffs II            Director


     William G. Lowrie*
------------------------------
     William G. Lowrie             Director


     Richard A. Manoogian*          
------------------------------
     Richard A. Manoogian          Director


     William T. McCormick, Jr.*     
------------------------------
     William T. McCormick, Jr.     Director


     Andrew J. McKenna*             
------------------------------
     Andrew J. McKenna             Director


     James J. O'Connor*             
------------------------------
     James J. O'Connor             Director


     Thomas E. Reilly, Jr.*         
------------------------------
     Thomas E. Reilly, Jr.         Director


     John W. Rogers, Jr.*         
------------------------------
     John W. Rogers, Jr.           Director


     Adele Simmons*                 
------------------------------
     Adele Simmons                 Director


     Richard L. Thomas*             
------------------------------
     Richard L. Thomas             Director


     David J. Vitale*               
------------------------------
     David J. Vitale               Director

     William J. Roberts*            
------------------------------
     William J. Roberts            Principal Accounting Officer

     Robert A. Rosholt*             
------------------------------
     Robert A. Rosholt             Principal Financial Officer
</TABLE> 

                                      -8-
<PAGE>



--------------
*    The undersigned, by signing her name hereto, does hereby sign this
     Registration Statement on behalf of each of the above-indicated directors
     and officers of the Registrant pursuant to a power of attorney signed by
     such directors and officers.



                           /s/ M. Eileen Kennedy
                           -------------------------
                               M. Eileen Kennedy
                               Attorney-in-Fact


                                      -9-
<PAGE>
 

                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
Exhibit
Number                    Description of Exhibits
------                    -----------------------
<C>              <S>   
 5               Opinion of Counsel to FCN as to legality of securities being
                 issued

 23(a)           Consent of Arthur Andersen LLP

 23(b)           Consent of Counsel to FCN (included in Exhibit 5 hereof)

 23(c)           Consent of Washington, Pittman & McKeever

 24              Power of Attorney

 99              Form of First Chicago NBD Corporation Savings and Investment
                 Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21134}]
{"company-data": {"conformed-name": "FIRST CHICAGO NBD CORP", "cik": "0000070040", "assigned-sic": "6021", "irs-number": "381984850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59045", "film-number": "98665689"}, "business-address": {"street1": "ONE FIRST NATIONAL PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60670", "phone": "3127324000"}, "mail-address": {"street1": "ONE FIRST NATIONAL PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60670"}, "former-company": [{"former-conformed-name": "NBD BANCORP INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "NATIONAL DETROIT CORP", "date-changed": "19810522"}]}
As filed with the Securities and Exchange Commission on July 14, 1998
                                                   Registration No. 333-   
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            ----------------------

                         FIRST CHICAGO NBD CORPORATION
            (Exact name of registrant as specified in its charter)

              DELAWARE                                  38-1984850
  (State or other jurisdiction of                 (I.R.S. employer
   incorporation or organization)                 identification number)

          One First National Plaza                  60670
             Chicago, Illinois                    (Zip Code)
  (Address of Principal Executive Offices)

                         First Chicago NBD Corporation
                          Savings and Investment Plan
                           (Full title of the Plan)

                              Sherman I. Goldberg
            Executive Vice President, Secretary and General Counsel
                         First Chicago NBD Corporation
                           One First National Plaza
                           Chicago, Illinois  60670
                    (Name and address of agent for service)
                                (312) 732-3551
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                            Laurence Goldman, Esq.
                         First Chicago NBD Corporation
                           One First National Plaza
                            Chicago, Illinois 60670

                            ----------------------

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed           Proposed
                                                                  Maximum             Maximum
                                               Amount to be    Offering Price        Aggregate            Amount of
  Title of Securities to be Registered          Registered     Per Share (1)     Offering Price (1)  Registration Fee (1)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $1 par value..............    800,000 shares     $90.97            $72,776,000         $21,469

Interests in the Savings and
  Investment Plan.......................       (2)                  -                      -               -
-------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h), based upon the average of the high and low
    prices of Common Stock reported on the New York Stock Exchange Composite
    Transactions Tape for July __, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.
General Instruction E. The contents of Registrant's previously filed
Registration Statement on Form S-8 relating to the First Chicago NBD Corporation
Savings and Investment Plan (the "Plan") (No. 333-16369) is incorporated herein
by reference.

         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by FCN (File No. 1-7127) with the
Commission are incorporated by reference in the Registration Statement:

          (a)  FCN's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1997;

          (b)  FCN's Quarterly Report on Form 10-Q for the quarter ended March
               31, 1998;

          (c)  FCN's Current Reports on Form 8-K dated January 15, 1998,
               February 17, 1998, April 13, 1998, April 14, 1998, April 21,
               1998, May 19, 1998 and July 13, 1998;

          (d)  The description of FCN Common Stock set forth in a registration
               statement  filed by a predecessor of FCN pursuant to Section 12
               of the Securities Exchange Act of 1934, as amended, (the
               "Exchange Act") and any amendment or report filed with the
               Commission for the purpose of updating such description; and

          (e)  The Plan's Annual Report on Form 11-K for the year ended December
               31, 1997.

All documents filed by FCN or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into the Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

                                      -2-
Item 4. Description of Securities.

     This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock of FCN offered hereby has been
passed upon for FCN by Sherman I. Goldberg. Mr. Goldberg is Executive Vice
President, General Counsel and Secretary of FCN and is also a stockholder of FCN
and a holder of options to purchase shares of FCN. At June 30, 1998, Mr.
Goldberg was the record and beneficial owner of approximately 242,458 shares of
FCN Common Stock and held options to purchase 134,207 shares of FCN Common
Stock.

     The consolidated financial statements of FCN included in the Form 10-K for
the year ended December 31, 1997, incorporated herein by reference have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

     The financial statements incorporated by reference in the Annual Report on
Form 11-K of the Plan for the year ended December 31, 1997, have been audited by
Washington, Pittman & McKeever, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm in accounting and auditing in giving
said report.

Item 6. Indemnification of Directors and Officers.

     Article Eighth of FCN's Restated Certificate of Incorporation, as amended
(the "FCN Certificate"), provides for indemnification of directors and officers.
The provision provides that any person shall be indemnified and reimbursed by
FCN for expenses and liabilities imposed upon the person in connection with any
action, suit or proceeding, civil or criminal, or threat thereof, in which the
person may be involved by reason of the person being or having been a director,
officer, employee or agent of FCN, or of any corporation or organization which
the person served in any capacity at the request of FCN, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of FCN and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful; provided, however, that no indemnification shall be made in respect of
any matter as to which such person has been adjudged to be liable for negligence
or misconduct in the performance of the person's duty to FCN unless the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that such person is fairly and reasonably entitled to
indemnity.

     The directors and officers of FCN are covered by an insurance policy,
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.

                                      -3-
The Plan provides that, to the extent permitted by law, any person who is a
present or former director, officer or employee of any employer covered by the
Plan to whom the Retirement Committee, which administers the Plan, or an
employer has delegated any portion of its responsibilities under the Plan and
each present or former Retirement Committee member shall be indemnified and
saved harmless by the employers (to the extent not indemnified or saved harmless
under any liability insurance or other indemnification arrangement with respect
to the Plan) from and against any and all claims of liability to which such
person may be subjected by reason of any act done or omitted to be done in good
faith with respect to the administration of the Plan or the investment of the
trust fund, including all expenses reasonably incurred in the individual's
defense, in the event that the employers fail to provide such defense.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling FCN pursuant to the foregoing provisions, FCN
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

     This item is inapplicable.

                                      -4-
Item 8. Exhibits.

The Registrant will submit or has submitted the Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

     This Registration Statement includes the following Exhibits:
Exhibit
     Number                     Description of Exhibits
     ------                     -----------------------
5           Opinion of Counsel to FCN as to legality of securities being
                 issued

     23(a)       Consent of Arthur Andersen LLP

     23(b)       Consent of Counsel to FCN (included in Exhibit 5 hereof)

     23(c)       Consent of Washington, Pittman & McKeever

     24          Powers of Attorney

     99          Form of First Chicago NBD Corporation Savings and Investment
                 Plan
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (l) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by Section 10(a)(3) of the Securities Act
     of 1933; (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and (iii) to include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement.

          Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if
     the Registration Statement is on Form S-8, and the information required to
     be included in a post-effective amendment by those paragraphs is contained
     in periodic reports filed by the Registrant pursuant to Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the Registration Statement.

                                      -5-
(2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (4) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of Registrant's annual report pursuant
     to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's annual
     report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
     that is incorporated by reference in the Registration Statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (5) That, insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of Registrant pursuant to Registrant's indemnification
     provisions, or otherwise, Registrant has been advised that in the opinion
     of the Securities and Exchange Commission such indemnification is against
     public policy as expressed in such Act and is, therefore, unenforceable. In
     the event that a claim for indemnification against such liabilities (other
     than payment by Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                      -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 14th day of July, 1998.

                                       FIRST CHICAGO NBD CORPORATION

                                       By: /s/ M. Eileen Kennedy
                                           -------------------------
                                           M. Eileen Kennedy
                                           Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 14, 1998.
Signature                      Title
       ---------                      -----
Terence E. Adderley*           
-----------------------------
     Terence E. Adderley           Director

     James K. Baker*                
-----------------------------
     James K. Baker                Director

     John H. Bryan*
-----------------------------
     John H. Bryan                 Director

     Siegfried Buschmann*           
-----------------------------
     Siegfried Buschmann           Director

     James S. Crown*                
-----------------------------
     James S. Crown                Director

     Maureen A. Fay, O.P.*          
-----------------------------
     Maureen A. Fay, O.P.          Director

     Charles T. Fisher III*         
-----------------------------
     Charles T. Fisher III         Director

     Verne G. Istock*               
-----------------------------
     Verne G. Istock               Director and Principal Executive Officer
-7-
Thomas H. Jeffs II*
------------------------------
     Thomas H. Jeffs II            Director

     William G. Lowrie*
------------------------------
     William G. Lowrie             Director

     Richard A. Manoogian*          
------------------------------
     Richard A. Manoogian          Director

     William T. McCormick, Jr.*     
------------------------------
     William T. McCormick, Jr.     Director

     Andrew J. McKenna*             
------------------------------
     Andrew J. McKenna             Director

     James J. O'Connor*             
------------------------------
     James J. O'Connor             Director

     Thomas E. Reilly, Jr.*         
------------------------------
     Thomas E. Reilly, Jr.         Director

     John W. Rogers, Jr.*         
------------------------------
     John W. Rogers, Jr.           Director

     Adele Simmons*                 
------------------------------
     Adele Simmons                 Director

     Richard L. Thomas*             
------------------------------
     Richard L. Thomas             Director

     David J. Vitale*               
------------------------------
     David J. Vitale               Director

     William J. Roberts*            
------------------------------
     William J. Roberts            Principal Accounting Officer

     Robert A. Rosholt*             
------------------------------
     Robert A. Rosholt             Principal Financial Officer
-8-
--------------
*    The undersigned, by signing her name hereto, does hereby sign this
     Registration Statement on behalf of each of the above-indicated directors
     and officers of the Registrant pursuant to a power of attorney signed by
     such directors and officers.

                           /s/ M. Eileen Kennedy
                           -------------------------
                               M. Eileen Kennedy
                               Attorney-in-Fact

                                      -9-
EXHIBIT INDEX
Exhibit
Number                    Description of Exhibits
------                    -----------------------
5               Opinion of Counsel to FCN as to legality of securities being
                 issued

 23(a)           Consent of Arthur Andersen LLP

 23(b)           Consent of Counsel to FCN (included in Exhibit 5 hereof)

 23(c)           Consent of Washington, Pittman & McKeever

 24              Power of Attorney

 99              Form of First Chicago NBD Corporation Savings and Investment
                 Plan