As filed with the Securities and Exchange Commission on
                    March 27, 2001
                                  File No. 333- __________


         SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549

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

              FIRST CHARTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)

NORTH CAROLINA                          56-1355866
(State or Other Jurisdiction of        I.R.S. Employer
Incorporation or Organization)       Identification Number)

            10200 DAVID TAYLOR DRIVE
       CHARLOTTE, NORTH CAROLINA 28262-2373
                (704) 688-4300
(Address, including zip code, and telephone number of
              Principal Executive
                  Offices)

          FIRST CHARTER CORPORATION 2000
       OMNIBUS STOCK OPTION AND AWARD PLAN
            (Full Title of the Plan)

            LAWRENCE M. KIMBROUGH
    PRESIDENT AND CHIEF EXECUTIVE OFFICER
          FIRST CHARTER CORPORATION
          10200 DAVID TAYLOR DRIVE
   CHARLOTTE, NORTH CAROLINA 28262-2373
              (704) 688-4300
(Name, Address, Including Zip Code, and Telephone Number,
    Including Area Code, of Agent For Service)

                  COPY TO:
            RICHARD W. VIOLA, ESQ.
    SMITH HELMS MULLISS & MOORE, L.L.P.
           201 NORTH TRYON STREET
      CHARLOTTE, NORTH CAROLINA 28202
         TELEPHONE: (704) 343-2149
       -------------------------

     CALCULATION OF REGISTRATION FEE


Title of    Amount to be  Proposed   Proposed   Amount of
 Securities  Registered   Maximum    Maximum   Registration
  to be                   Offering  Aggregate    Fee(1)
Registered                 Price      Offering
                         Per Share(1) Price(1)
 _________   __________   _________   _________   __________
Common        2,000,000   $14.1250   $28,250,000 $7,062.50
  Stock        shares

     (1) The price is estimated in accordance with Rule 457(h)(1)
and (c) under the Securities Act of 1933, as amended, solely
for the purpose of calculating the registration fee, based
on the high and low prices of First Charter Corporation's
(the "Registrant") common stock as reported on the Nasdaq
National Market on March 22, 2001.

                      PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this Registration
Statement will be sent or given to optionees, as specified
by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").  Upon written or oral
request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of
this Registration Statement.  The documents are incorporated
by reference in the Section 10(a) prospectus.  The Company
will also provide, without charge, upon written or oral
request, other documents required to be delivered to
employees pursuant to Rule 428(b).  Requests for the above
mentioned information, should be directed to Anne C.
Forrest, Corporate Secretary, at First Charter Corporation,
10200 David Taylor Drive, Charlotte, North Carolina 28262-
2373; telephone number (704) 688-4300.

                       PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference
into this Registration Statement and are deemed to be a part
hereof from the date of the filing of such documents:

(1)	The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.

(2) The Registrant's Current Reports on Form 8-K dated
 January 16, 2001 and January 18, 2001.

(3)    All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since December 31, 2001.

(4)	The description of Common Stock contained in the
Company's Registration Statement filed under Section 12 of
the Exchange Act, including all amendments or reports filed
for the purpose of updating such description.

All other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document
incorporated or deemed incorporated herein by reference
shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated
herein by reference 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with the provisions of the North Carolina
Business Corporation Act (the "NCBCA"), the Registrant's
Amended and Restated Articles of Incorporation (the
"Registrant's Articles") and the Registrant's Bylaws
provide that, in addition to the indemnification of
directors and officers otherwise provided by the NCBCA, the
Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated
officers against any and all liability and expenses,
including reasonable attorneys' fees, in any proceeding
(including, without limitation, a proceeding brought by or
on behalf of the Registrant itself) arising out of their
status or activities as directors and officers, except for
liability or litigation expense incurred on account of
activities of such person which at the time taken were known
or believed by such person to be clearly in conflict with
the best interests of the Registrant.  The Registrant's
Bylaws further provide that the Registrant shall also
indemnify such person for reasonable costs, expenses and
attorneys' fees incurred in connection with the enforcement
of the rights to indemnification granted in the Bylaws, if
it is determined in accordance with the procedures set forth
in the Bylaws that such person is entitled to
indemnification thereunder.  Pursuant to the Bylaws and as
authorized by statute, the Registrant maintains insurance on
behalf of its directors and officers against liability
asserted against such persons in such capacity whether or
not such directors or officers have the right to
indemnification pursuant to the Bylaws or otherwise.  In
addition, the Registrant's Articles prevent the recovery by
the Registrant or any of its shareholders of monetary
damages against its directors to the fullest extent
permitted by the NCBCA.

In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall
or may be indemnified.  Section 55-8-51 of the NCBCA permits
a corporation, with certain exceptions, to indemnify a
current or former director against liability if (i) he
conducted himself in good faith, (ii) he reasonably believed
(x) in the case of conduct in his official capacity with the
corporation, that his conduct was in the best interests of
the corporation and (y) in all other cases his conduct was
at least not opposed to the corporation's best interests and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.  A
corporation may not indemnify a director in connection with
a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal
benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
The above standard of conduct is determined by the Board of
Directors or a committee thereof or special legal counsel or
the shareholders as prescribed in Section 55-8-55.

Sections 55-8-52 and 55-8-56 of the NCBCA require a
corporation to indemnify a director or officer in the
defense of any proceeding to which he was a party because of
his capacity as a director or officer against reasonable
expenses when he is wholly successful, on the merits or
otherwise, in his defense, unless the articles of
incorporation provide otherwise.  Upon application, the
court may order indemnification of the director or officer
if the court determines that he is entitled to mandatory
indemnification under Section 55-8-52, in which case the
court shall also order the corporation to pay the reasonable
expenses incurred to obtain court-ordered indemnification or
if he is adjudged fairly and reasonably so entitled in view
of all relevant circumstances under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and
advance expenses to an officer, employee or agent who is not
a director to the same extent, consistent with public
policy, as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by
resolution of the Board of Directors or contract.

In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers,
employees or agents, in its articles of incorporation or
bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance
policies on behalf of these individuals.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number	Description


5.1  Opinion of Smith Helms Mulliss & Moore, L.L.P.

23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
       (included in Exhibit 5.1)

23.2	Consent of KPMG LLP

24.1 Power of Attorney (included on the signature page
       contained in Part II  hereof)

99.1 First Charter Corporation 2000 Omnibus Stock
       Option and Award Plan

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1)	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;

(ii)	To reflect in the prospectus any facts
or events arising after the effective date of this
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 this
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;

(iii)	To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if 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 Exchange Act that are incorporated
by reference in this Registration Statement.

(2)	That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities being
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.

(b)	The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in this 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.

(c)	Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the Registrant's Articles, Bylaws or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the 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, the
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 Securities Act and will be governed by the
final adjudication of such issue.


                         SIGNATURES

Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing 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 Concord, State of North Carolina,
on March 27, 2001.

                         FIRST CHARTER CORPORATION


                         By: /S/ LAWRENCE M. KIMBROUGH

                               Lawrence M. Kimbrough
                               President and Chief Executive
                                Officer





                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below and on the following page
constitutes and appoints each of Lawrence M. Kimbrough and
Robert O. Bratton as his true and lawful attorney-in-fact
and agent, each acting alone, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, including
post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might
or could do in person, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone,
or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.


Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.


	SIGNATURE	             CAPACITY            DATE

/S/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough   President, Chief   March 27, 2001
                         Executive Officer
                         and Director
                         (Principal Executive
                          Officer)

/S/ROBERT O. BRATTON
Robert O. Bratton       Executive Vice      March 27, 2001
                          President,Chief
                          Operating Officer
                          and Chief Financial Officer
		                (Principal Financial and
		                Accounting Officer)

/s/ HAROLD D. ALEXANDER   Director        March  27, 2001
Harold D. Alexander


/S/ WILLIAM R. BLACK, M.D. Director        March 27, 2001
William R. Black, M.D.


/s/ JAMES E. BURT, III     Director        March 27, 2001
James E. Burt, III


/S/ MICHAEL R. COLTRANE    Director        March 27, 2001
Michael R. Coltrane

/s/ J. ROY DAVIS., JR.     Director        March 27, 2001
J. Roy Davis, Jr.


/S/ JOHN J. GODBOLD, JR.   Director        March 27, 2001
John J. Godbold, Jr.


/S/ CHARLES F. HARRY, III. Director	        March 27, 2001
Charles F. Harry, III


/S/ FRANK H. HAWFIELD, JR. Director        March 27, 2001
Frank H. Hawfield, Jr.


/S/ CHARLES A. JAMES       Director        March 27, 2001
Charles A. James


/S/  WALTER H. JONES, JR.  Director	        March 27, 2001
Walter H. Jones, Jr.


/S/ SAMUEL C. KING, JR.	  Director        March 27, 2001
Samuel C. King, Jr.


/S/ JERRY E. MCGEE	       Director	        March 27, 2001
Jerry E. McGee


/S/ HUGH H. MORRISON       Director        March 27, 2001
Hugh H. Morrison


/S/ THOMAS R. REVELS       Director        March 27, 2001
Thomas R. Revels


/S/ LAWRENCE D. WARLICK, JR. Director      March 27, 2001
Lawrence D. Warlick, Jr.


____________________       Director        March  __, 2001
William W. Waters



                      EXHIBIT INDEX
                           TO
             REGISTRATION STATEMENT ON FORM S-8


Exhibit Number	Description

	5.1	  Opinion of Smith Helms Mulliss & Moore,  L.L.P.

	23.1	  Consent of Smith Helms Mulliss & Moore ,L.L.P.
              (included in Exhibit 5.1)

	23.2	Consent of KPMG LLP

      24.1  Power of Attorney (included on the signature page
            Contained in Part II hereof)

	99.1	First Charter Corporation 2000 Omnibus Stock
          Option and Award Plan
[{"type": "S-8", "sequence": "3", "filename": "boption.txt", "secsgml_size_bytes": 18878}]
{"company-data": {"conformed-name": "FIRST CHARTER CORP /NC/", "cik": "0000717306", "assigned-sic": "6021", "irs-number": "561355866", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57710", "film-number": "1580887"}, "business-address": {"street1": "22 UNION ST N CONCORD", "street2": "PO BOX 228", "city": "CONCORD", "state": "NC", "zip": "28026-0228", "phone": "7047863300"}, "mail-address": {"street1": "22 UNION ST N", "street2": "PO BOX 228", "city": "CONCORD", "state": "NC", "zip": "28026-0228"}, "former-company": [{"former-conformed-name": "FIRST CHARTER CORP/NC/", "date-changed": "19841128"}, {"former-conformed-name": "CONCORD NATIONAL INC", "date-changed": "19840816"}]}
As filed with the Securities and Exchange Commission on
                    March 27, 2001
                                  File No. 333- __________

         SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549

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

              FIRST CHARTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)

NORTH CAROLINA                          56-1355866
(State or Other Jurisdiction of        I.R.S. Employer
Incorporation or Organization)       Identification Number)

            10200 DAVID TAYLOR DRIVE
       CHARLOTTE, NORTH CAROLINA 28262-2373
                (704) 688-4300
(Address, including zip code, and telephone number of
              Principal Executive
                  Offices)

          FIRST CHARTER CORPORATION 2000
       OMNIBUS STOCK OPTION AND AWARD PLAN
            (Full Title of the Plan)

            LAWRENCE M. KIMBROUGH
    PRESIDENT AND CHIEF EXECUTIVE OFFICER
          FIRST CHARTER CORPORATION
          10200 DAVID TAYLOR DRIVE
   CHARLOTTE, NORTH CAROLINA 28262-2373
              (704) 688-4300
(Name, Address, Including Zip Code, and Telephone Number,
    Including Area Code, of Agent For Service)

                  COPY TO:
            RICHARD W. VIOLA, ESQ.
    SMITH HELMS MULLISS & MOORE, L.L.P.
           201 NORTH TRYON STREET
      CHARLOTTE, NORTH CAROLINA 28202
         TELEPHONE: (704) 343-2149
       -------------------------

     CALCULATION OF REGISTRATION FEE

Title of    Amount to be  Proposed   Proposed   Amount of
 Securities  Registered   Maximum    Maximum   Registration
  to be                   Offering  Aggregate    Fee(1)
Registered                 Price      Offering
                         Per Share(1) Price(1)
 _________   __________   _________   _________   __________
Common        2,000,000   $14.1250   $28,250,000 $7,062.50
  Stock        shares

     (1) The price is estimated in accordance with Rule 457(h)(1)
and (c) under the Securities Act of 1933, as amended, solely
for the purpose of calculating the registration fee, based
on the high and low prices of First Charter Corporation's
(the "Registrant") common stock as reported on the Nasdaq
National Market on March 22, 2001.

                      PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this Registration
Statement will be sent or given to optionees, as specified
by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").  Upon written or oral
request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of
this Registration Statement.  The documents are incorporated
by reference in the Section 10(a) prospectus.  The Company
will also provide, without charge, upon written or oral
request, other documents required to be delivered to
employees pursuant to Rule 428(b).  Requests for the above
mentioned information, should be directed to Anne C.
Forrest, Corporate Secretary, at First Charter Corporation,
10200 David Taylor Drive, Charlotte, North Carolina 28262-
2373; telephone number (704) 688-4300.

                       PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference
into this Registration Statement and are deemed to be a part
hereof from the date of the filing of such documents:

(1)	The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.

(2) The Registrant's Current Reports on Form 8-K dated
 January 16, 2001 and January 18, 2001.

(3)    All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since December 31, 2001.

(4)	The description of Common Stock contained in the
Company's Registration Statement filed under Section 12 of
the Exchange Act, including all amendments or reports filed
for the purpose of updating such description.

All other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document
incorporated or deemed incorporated herein by reference
shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated
herein by reference 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with the provisions of the North Carolina
Business Corporation Act (the "NCBCA"), the Registrant's
Amended and Restated Articles of Incorporation (the
"Registrant's Articles") and the Registrant's Bylaws
provide that, in addition to the indemnification of
directors and officers otherwise provided by the NCBCA, the
Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated
officers against any and all liability and expenses,
including reasonable attorneys' fees, in any proceeding
(including, without limitation, a proceeding brought by or
on behalf of the Registrant itself) arising out of their
status or activities as directors and officers, except for
liability or litigation expense incurred on account of
activities of such person which at the time taken were known
or believed by such person to be clearly in conflict with
the best interests of the Registrant.  The Registrant's
Bylaws further provide that the Registrant shall also
indemnify such person for reasonable costs, expenses and
attorneys' fees incurred in connection with the enforcement
of the rights to indemnification granted in the Bylaws, if
it is determined in accordance with the procedures set forth
in the Bylaws that such person is entitled to
indemnification thereunder.  Pursuant to the Bylaws and as
authorized by statute, the Registrant maintains insurance on
behalf of its directors and officers against liability
asserted against such persons in such capacity whether or
not such directors or officers have the right to
indemnification pursuant to the Bylaws or otherwise.  In
addition, the Registrant's Articles prevent the recovery by
the Registrant or any of its shareholders of monetary
damages against its directors to the fullest extent
permitted by the NCBCA.

In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall
or may be indemnified.  Section 55-8-51 of the NCBCA permits
a corporation, with certain exceptions, to indemnify a
current or former director against liability if (i) he
conducted himself in good faith, (ii) he reasonably believed
(x) in the case of conduct in his official capacity with the
corporation, that his conduct was in the best interests of
the corporation and (y) in all other cases his conduct was
at least not opposed to the corporation's best interests and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.  A
corporation may not indemnify a director in connection with
a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal
benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
The above standard of conduct is determined by the Board of
Directors or a committee thereof or special legal counsel or
the shareholders as prescribed in Section 55-8-55.

Sections 55-8-52 and 55-8-56 of the NCBCA require a
corporation to indemnify a director or officer in the
defense of any proceeding to which he was a party because of
his capacity as a director or officer against reasonable
expenses when he is wholly successful, on the merits or
otherwise, in his defense, unless the articles of
incorporation provide otherwise.  Upon application, the
court may order indemnification of the director or officer
if the court determines that he is entitled to mandatory
indemnification under Section 55-8-52, in which case the
court shall also order the corporation to pay the reasonable
expenses incurred to obtain court-ordered indemnification or
if he is adjudged fairly and reasonably so entitled in view
of all relevant circumstances under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and
advance expenses to an officer, employee or agent who is not
a director to the same extent, consistent with public
policy, as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by
resolution of the Board of Directors or contract.

In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers,
employees or agents, in its articles of incorporation or
bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance
policies on behalf of these individuals.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number	Description

5.1  Opinion of Smith Helms Mulliss & Moore, L.L.P.

23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
       (included in Exhibit 5.1)

23.2	Consent of KPMG LLP

24.1 Power of Attorney (included on the signature page
       contained in Part II  hereof)

99.1 First Charter Corporation 2000 Omnibus Stock
       Option and Award Plan

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1)	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;

(ii)	To reflect in the prospectus any facts
or events arising after the effective date of this
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 this
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;

(iii)	To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if 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 Exchange Act that are incorporated
by reference in this Registration Statement.

(2)	That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities being
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.

(b)	The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in this 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.

(c)	Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the Registrant's Articles, Bylaws or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the 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, the
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 Securities Act and will be governed by the
final adjudication of such issue.

                         SIGNATURES

Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing 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 Concord, State of North Carolina,
on March 27, 2001.

                         FIRST CHARTER CORPORATION

                         By: /S/ LAWRENCE M. KIMBROUGH

                               Lawrence M. Kimbrough
                               President and Chief Executive
                                Officer

                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below and on the following page
constitutes and appoints each of Lawrence M. Kimbrough and
Robert O. Bratton as his true and lawful attorney-in-fact
and agent, each acting alone, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, including
post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might
or could do in person, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone,
or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.

	SIGNATURE	             CAPACITY            DATE

/S/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough   President, Chief   March 27, 2001
                         Executive Officer
                         and Director
                         (Principal Executive
                          Officer)

/S/ROBERT O. BRATTON
Robert O. Bratton       Executive Vice      March 27, 2001
                          President,Chief
                          Operating Officer
                          and Chief Financial Officer
		                (Principal Financial and
		                Accounting Officer)

/s/ HAROLD D. ALEXANDER   Director        March  27, 2001
Harold D. Alexander

/S/ WILLIAM R. BLACK, M.D. Director        March 27, 2001
William R. Black, M.D.

/s/ JAMES E. BURT, III     Director        March 27, 2001
James E. Burt, III

/S/ MICHAEL R. COLTRANE    Director        March 27, 2001
Michael R. Coltrane

/s/ J. ROY DAVIS., JR.     Director        March 27, 2001
J. Roy Davis, Jr.

/S/ JOHN J. GODBOLD, JR.   Director        March 27, 2001
John J. Godbold, Jr.

/S/ CHARLES F. HARRY, III. Director	        March 27, 2001
Charles F. Harry, III

/S/ FRANK H. HAWFIELD, JR. Director        March 27, 2001
Frank H. Hawfield, Jr.

/S/ CHARLES A. JAMES       Director        March 27, 2001
Charles A. James

/S/  WALTER H. JONES, JR.  Director	        March 27, 2001
Walter H. Jones, Jr.

/S/ SAMUEL C. KING, JR.	  Director        March 27, 2001
Samuel C. King, Jr.

/S/ JERRY E. MCGEE	       Director	        March 27, 2001
Jerry E. McGee

/S/ HUGH H. MORRISON       Director        March 27, 2001
Hugh H. Morrison

/S/ THOMAS R. REVELS       Director        March 27, 2001
Thomas R. Revels

/S/ LAWRENCE D. WARLICK, JR. Director      March 27, 2001
Lawrence D. Warlick, Jr.

____________________       Director        March  __, 2001
William W. Waters

                      EXHIBIT INDEX
                           TO
             REGISTRATION STATEMENT ON FORM S-8

Exhibit Number	Description

	5.1	  Opinion of Smith Helms Mulliss & Moore,  L.L.P.

	23.1	  Consent of Smith Helms Mulliss & Moore ,L.L.P.
              (included in Exhibit 5.1)

	23.2	Consent of KPMG LLP

      24.1  Power of Attorney (included on the signature page
            Contained in Part II hereof)

	99.1	First Charter Corporation 2000 Omnibus Stock
          Option and Award Plan