Registration No._________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8
                     REGISTRATION STATEMENT
                              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                   (I.R.S. Employer
of incorporation or organization)             Identification No.)

     22 UNION STREET, NORTH
     CONCORD, NORTH CAROLINA                          28025
(Address of Principal Executive Offices)           (Zip Code)

                    FIRST CHARTER CORPORATION
                 RESTRICTED STOCK AWARD PROGRAM
                     (Full title of the plan)

                 LAWRENCE M. KIMBROUGH, PRESIDENT
                    FIRST CHARTER CORPORATION
                      22 UNION STREET, NORTH
                  CONCORD, NORTH CAROLINA 28025
              (Name and address of agent for service)

                           (704) 786-3300
    Telephone number, including area code, of agent for service

                             Copy to:
                 Anne F. Team, Esq.
                 Smith Helms Mulliss & Moore, L.L.P.
                 Post Office Box 31247
                 Charlotte, North Carolina 28231

     Approximate date of commencement of proposed sale to the
public:  from time to time after the effective date of this
Registration Statement.

                    CALCULATION OF REGISTRATION FEE
_________________________________________________________________
  TITLE OF                                       PROPOSED MAXIMUM
SECURITIES TO               AMOUNT TO BE          OFFERING PRICE
BE REGISTERED                REGISTERED              PER UNIT*

Common Stock,                 300,000
$5.00 par value                Shares                 $19.50


PROPOSED MAXIMUM             AMOUNT OF
AGGREGATE OFFER-            REGISTRATION
  ING PRICE*                    FEE

  $5,850,000                 $2,018
_________________________________________________________________

*  Pursuant to Rule 457(c) and (h), based on the price of the
Common Stock of which options granted pursuant to the plan may be
exercised.<PAGE>
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting the Prospectus of First Charter
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus.  Written requests for such copies
should be directed to the Treasurer, First Charter Corporation,
22 Union Street, North, Concord, North Carolina 28025.  Telephone
requests may be directed to (704)786-3300.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

          (b)  The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed pursuant to Section 13 of
the Exchange Act; and

          (c)  The description of the Registrant's Common Stock,
$5 par value, contained in its Registration Statement filed under
the Exchange Act and all amendments and reports filed for the
purpose of updating such description, including the Registrant's
Current Report on Form 8-K dated March 30, 1991.

     Any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof 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 this Registration Statement and the
Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein or therein
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 or the Prospectus.

     The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Treasurer, First Charter Corporation,
22 Union Street, North, Concord, North Carolina 28025.  Telephone
requests may be directed to (704) 786-3300.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Articles of
Incorporation, and no contracts between the Registrant and its
directors and officers nor resolutions adopted by the Registrant,
relating to indemnification.  However, in accordance with the
provisions of the North Carolina Business Corporation Act (the
"Act"), the Registrant's Bylaws provide that, in addition to the
indemnification of directors and officers otherwise provided by
the Act, the Registrant shall, under certain circumstances,
indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known
by such director or officer to be clearly in conflict with the
best interests of the Registrant.  Pursuant to such Bylaw 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 Bylaw or otherwise.  In addition, the Registrant's
Articles of Incorporation prevent the recovery by the Registrant
or any of its shareholders of monetary damages against its
directors.  

     In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest 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.  The above standard of conduct is
determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section
55-8-55.

     Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise.  Upon application,
the court may order indemnification of the director or officer if
he is adjudged fairly and reasonably so entitled under Section
55-8-54.

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

     The foregoing is only a general summary of certain aspects
of North Carolina law dealing with indemnification of directors
and officers and does not purport to be complete.  It is
qualified in its entirety by reference to the relevant statutes
which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are set
forth in Exhibit 99.2 hereto and incorporated herein by
reference.

ITEM 8.  EXHIBITS.

The following exhibits are filed with or incorporated by
reference in this Registration Statement.

 EXHIBIT NO.
(PER EXHIBIT
  TABLES IN
 ITEM 601 OF
REGULATION S-K)     DESCRIPTION OF EXHIBIT

     5.1       Opinion of Smith Helms Mulliss & Moore, 
               L.L.P. as to legality of securities to 
               be registered.

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

     23.2      Consent of KPMG Peat Marwick LLP, 
               independent certified public 
               accountants.

     24.1      Power of Attorney.

     24.2      Certified Resolution authorizing 
               signature of Registration Statement.

     99.1      Restricted Stock Award Program.

     99.2      Provisions of North Carolina law 
               relating to indemnification.


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 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;

            (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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.

          (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.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, 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 Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than 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 Act and will be governed by the final adjudication of such
issue.

<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 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 July 10, 1995.


                              FIRST CHARTER CORPORATION


                              By:/s/ LAWRENCE M. KIMBROUGH
                                   Lawrence M. Kimbrough
                                   President and Chief Executive
                                     Officer 



     Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     SIGNATURE                   TITLE                   DATE

/S/LAWRENCE M. KIMBROUGH President, Chief Executive  July 10, 1995
(Lawrence M. Kimbrough) Officer and Director
                        (Principal Executive Officer)


/s/ ROBERT O. BRATTON   Executive Vice President    July 10, 1995
(Robert O. Bratton)     (Principal Financial
                        and Principal Accounting
                        Officer)

* WILLIAM R. BLACK      Director                    July 10, 1995
 (William R. Black)

* JANE B. BROWN         Director                    July 10, 1995
 (Jane B. Brown)

* GRADY S. CARPENTER    Director                    July 10, 1995
 (Grady S. Carpenter)

* MICHAEL R. COLTRANE   Director                    July 10, 1995
 (Michael R. Coltrane)

* J. ROY DAVIS, JR.     Director                    July 10, 1995
 (J. Roy Davis, Jr.)

* J. KNOX HILLMAN, JR.  Director                    July 10, 1995
 (J. Knox Hillman, Jr.)

* BRANSON C. JONES      Director                    July 10, 1995
 (Branson C. Jones)

* D. C. LINN, JR.       Director                    July 10, 1995
 (D. C. Linn, Jr.)

* ROBERT F. LOWRANCE    Director                    July 10, 1995
 (Robert F. Lowrance)

* HUGH H. MORRISON      Director                    July 10, 1995
 (Hugh H. Morrison)

* T. DAVID PROPST       Director                    July 10, 1995
 (T. David Propst)

* ROBERT L. WALL        Director                    July 10, 1995
 (Robert L. Wall)

* JAMES B. WIDENHOUSE   Director                    July 10, 1995
 (James B. Widenhouse)


*By:/A/ LAWRENCE M. KIMBROUGH
    Lawrence M. Kimbrough
    Attorney-in-fact


<PAGE>
                          EXHIBIT INDEX

 EXHIBIT NO.
(PER EXHIBIT
  TABLES IN
 ITEM 601 OF                                           SEQUENTIAL
REGULATION S-K)         DESCRIPTION OF EXHIBIT          PAGE NO.

     5.1       Opinion of Smith Helms Mulliss & 
               Moore, L.L.P. as to legality of 
               securities to be registered.

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

     23.2      Consent of KPMG Peat Marwick LLP, 
               independent certified public accountants.

     24.1      Power of Attorney.

     24.2      Certified Resolution authorizing signature 
               of Registration Statement.

     99.1      Restricted Stock Award Program.

     99.2      Provisions of North Carolina law relating
               to indemnification.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1993 RESTRICTED STOCK AWARD PROGRAM", "secsgml_size_bytes": 17754}]
{"company-data": {"conformed-name": "FIRST CHARTER CORP /NC/", "cik": "0000717306", "assigned-sic": "6022", "irs-number": "561355866", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60949", "film-number": "95553043"}, "business-address": {"street1": "22 UNION ST N", "city": "CONCORD", "state": "NC", "zip": "28026", "phone": "7047863300"}, "mail-address": {"street1": "22 UNION ST N", "city": "CONCORD", "state": "NC", "zip": "28025"}, "former-company": [{"former-conformed-name": "FIRST CHARTER CORP/NC/", "date-changed": "19841128"}, {"former-conformed-name": "CONCORD NATIONAL INC", "date-changed": "19840816"}]}
Registration No._________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8
                     REGISTRATION STATEMENT
                              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                   (I.R.S. Employer
of incorporation or organization)             Identification No.)

     22 UNION STREET, NORTH
     CONCORD, NORTH CAROLINA                          28025
(Address of Principal Executive Offices)           (Zip Code)

                    FIRST CHARTER CORPORATION
                 RESTRICTED STOCK AWARD PROGRAM
                     (Full title of the plan)

                 LAWRENCE M. KIMBROUGH, PRESIDENT
                    FIRST CHARTER CORPORATION
                      22 UNION STREET, NORTH
                  CONCORD, NORTH CAROLINA 28025
              (Name and address of agent for service)

                           (704) 786-3300
    Telephone number, including area code, of agent for service

                             Copy to:
                 Anne F. Team, Esq.
                 Smith Helms Mulliss & Moore, L.L.P.
                 Post Office Box 31247
                 Charlotte, North Carolina 28231

     Approximate date of commencement of proposed sale to the
public:  from time to time after the effective date of this
Registration Statement.

                    CALCULATION OF REGISTRATION FEE
_________________________________________________________________
  TITLE OF                                       PROPOSED MAXIMUM
SECURITIES TO               AMOUNT TO BE          OFFERING PRICE
BE REGISTERED                REGISTERED              PER UNIT*

Common Stock,                 300,000
$5.00 par value                Shares                 $19.50

PROPOSED MAXIMUM             AMOUNT OF
AGGREGATE OFFER-            REGISTRATION
  ING PRICE*                    FEE

  $5,850,000                 $2,018
_________________________________________________________________

*  Pursuant to Rule 457(c) and (h), based on the price of the
Common Stock of which options granted pursuant to the plan may be
exercised.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting the Prospectus of First Charter
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus.  Written requests for such copies
should be directed to the Treasurer, First Charter Corporation,
22 Union Street, North, Concord, North Carolina 28025.  Telephone
requests may be directed to (704)786-3300.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

          (b)  The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed pursuant to Section 13 of
the Exchange Act; and

          (c)  The description of the Registrant's Common Stock,
$5 par value, contained in its Registration Statement filed under
the Exchange Act and all amendments and reports filed for the
purpose of updating such description, including the Registrant's
Current Report on Form 8-K dated March 30, 1991.

     Any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof 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 this Registration Statement and the
Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein or therein
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 or the Prospectus.

     The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Treasurer, First Charter Corporation,
22 Union Street, North, Concord, North Carolina 28025.  Telephone
requests may be directed to (704) 786-3300.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Articles of
Incorporation, and no contracts between the Registrant and its
directors and officers nor resolutions adopted by the Registrant,
relating to indemnification.  However, in accordance with the
provisions of the North Carolina Business Corporation Act (the
"Act"), the Registrant's Bylaws provide that, in addition to the
indemnification of directors and officers otherwise provided by
the Act, the Registrant shall, under certain circumstances,
indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known
by such director or officer to be clearly in conflict with the
best interests of the Registrant.  Pursuant to such Bylaw 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 Bylaw or otherwise.  In addition, the Registrant's
Articles of Incorporation prevent the recovery by the Registrant
or any of its shareholders of monetary damages against its
directors.  

     In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest 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.  The above standard of conduct is
determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section
55-8-55.

     Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise.  Upon application,
the court may order indemnification of the director or officer if
he is adjudged fairly and reasonably so entitled under Section
55-8-54.

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

     The foregoing is only a general summary of certain aspects
of North Carolina law dealing with indemnification of directors
and officers and does not purport to be complete.  It is
qualified in its entirety by reference to the relevant statutes
which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are set
forth in Exhibit 99.2 hereto and incorporated herein by
reference.

ITEM 8.  EXHIBITS.

The following exhibits are filed with or incorporated by
reference in this Registration Statement.

 EXHIBIT NO.
(PER EXHIBIT
  TABLES IN
 ITEM 601 OF
REGULATION S-K)     DESCRIPTION OF EXHIBIT

     5.1       Opinion of Smith Helms Mulliss & Moore, 
               L.L.P. as to legality of securities to 
               be registered.

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

     23.2      Consent of KPMG Peat Marwick LLP, 
               independent certified public 
               accountants.

     24.1      Power of Attorney.

     24.2      Certified Resolution authorizing 
               signature of Registration Statement.

     99.1      Restricted Stock Award Program.

     99.2      Provisions of North Carolina law 
               relating to indemnification.

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 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;

            (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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.

          (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.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, 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 Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than 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 Act and will be governed by the final adjudication of such
issue.
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 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 July 10, 1995.

                              FIRST CHARTER CORPORATION

                              By:/s/ LAWRENCE M. KIMBROUGH
                                   Lawrence M. Kimbrough
                                   President and Chief Executive
                                     Officer 

     Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     SIGNATURE                   TITLE                   DATE

/S/LAWRENCE M. KIMBROUGH President, Chief Executive  July 10, 1995
(Lawrence M. Kimbrough) Officer and Director
                        (Principal Executive Officer)

/s/ ROBERT O. BRATTON   Executive Vice President    July 10, 1995
(Robert O. Bratton)     (Principal Financial
                        and Principal Accounting
                        Officer)

* WILLIAM R. BLACK      Director                    July 10, 1995
 (William R. Black)

* JANE B. BROWN         Director                    July 10, 1995
 (Jane B. Brown)

* GRADY S. CARPENTER    Director                    July 10, 1995
 (Grady S. Carpenter)

* MICHAEL R. COLTRANE   Director                    July 10, 1995
 (Michael R. Coltrane)

* J. ROY DAVIS, JR.     Director                    July 10, 1995
 (J. Roy Davis, Jr.)

* J. KNOX HILLMAN, JR.  Director                    July 10, 1995
 (J. Knox Hillman, Jr.)

* BRANSON C. JONES      Director                    July 10, 1995
 (Branson C. Jones)

* D. C. LINN, JR.       Director                    July 10, 1995
 (D. C. Linn, Jr.)

* ROBERT F. LOWRANCE    Director                    July 10, 1995
 (Robert F. Lowrance)

* HUGH H. MORRISON      Director                    July 10, 1995
 (Hugh H. Morrison)

* T. DAVID PROPST       Director                    July 10, 1995
 (T. David Propst)

* ROBERT L. WALL        Director                    July 10, 1995
 (Robert L. Wall)

* JAMES B. WIDENHOUSE   Director                    July 10, 1995
 (James B. Widenhouse)

*By:/A/ LAWRENCE M. KIMBROUGH
    Lawrence M. Kimbrough
    Attorney-in-fact
EXHIBIT INDEX

 EXHIBIT NO.
(PER EXHIBIT
  TABLES IN
 ITEM 601 OF                                           SEQUENTIAL
REGULATION S-K)         DESCRIPTION OF EXHIBIT          PAGE NO.

     5.1       Opinion of Smith Helms Mulliss & 
               Moore, L.L.P. as to legality of 
               securities to be registered.

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

     23.2      Consent of KPMG Peat Marwick LLP, 
               independent certified public accountants.

     24.1      Power of Attorney.

     24.2      Certified Resolution authorizing signature 
               of Registration Statement.

     99.1      Restricted Stock Award Program.

     99.2      Provisions of North Carolina law relating
               to indemnification.