Registration No.33-

              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
                  1996 EMPLOYEE STOCK PURCHASE PLAN
                      (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.

<PAGE>
                  CALCULATION OF REGISTRATION FEE
_________________________________________________________________
   Title of                        Proposed Maximum
 Securities to      Amount to be     Offering Price
 be Registered       Registered         Per Unit

Common Stock,          150,000
$5.00 par value          Shares         $19.80

          Proposed Maximum                   Amount of
        Aggregate Offering                   Registration
              Price                              Fee

           $2,970,000                             $1,025

_________________________________________________________________

*   Pursuant to Rule 457(h), based on the price of the Common
Stock at 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 Chief Financial Officer, First Charter
Corporation, 22 Union Street, North, Concord, North Carolina
28026-0228. 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 (amended by Form 10-K\A
Amendment No. 1 filed November 9, 1995), filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995, June 30, 1995, September
30, 1995, filed pursuant to Section 13 of the Exchange Act;

          (c)  The Registrant's Current Reports on Form 8-K filed
on September 22, 1995, November 9, 1995 and January 5, 1996; and

          (d)  The description of the Registrant's Common Stock,
$5 par value, contained in its Registration Statement filed
pursuant to Section 12 of 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 filed on
November 9, 1995.

     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 Robert O. Bratton, Chief Financial Officer,
First Charter Corporation, 22 Union Street, North, Concord, North
Carolina 28026-0228.  Telephone requests may be directed to (704)
786-3300.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Registrant's Common Stock to be issued
in connection with the Plans has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina.  As of the
date of this Registration Statement on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 7,000 shares of the Registrant's Common
Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Restated
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
Restated 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.  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 as a director or as otherwise set
forth in the corporation's articles of incorporation or bylaws or
by a resolution of the Board of Directors.

     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
INCORPORATED BY REFERENCE AS EXHIBIT 99.2 OF THIS REGISTRATION
STATEMENT.

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. 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           1996 Employee Stock Purchase Plan.

     99.2           Provisions of North  Carolina law relating to
                    indemnification of directors and officers
                    (incorporated by reference to Exhibit 99.2 of
                    First Charter's Registration Statement on
                    Form S-8, Registration No. 33-60951).


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)
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
percent 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
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 January 19,
1996.

                         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    January 19, 1996
(Lawrence M. Kimbrough)     Executive Officer and 
                            Director (Principal 
                            Executive Officer)

*J. ROY DAVIS, JR.          Chairman of the     January 19, 1996
(J. Roy Davis, Jr.)         Board and Director

/S/ ROBERT O. BRATTON       Executive Vice      January 19, 1996
(Robert O. Bratton)         President (Principal 
                            Financial and
                            Principal Accounting
                            Officer)

_____________________       Director            January __, 1996
(William R. Black)

* JANE B. BROWN             Director            January 19, 1996
(Jane B. Brown)

* GRADY S. CARPENTER        Director            January 19, 1996
(Grady S. Carpenter)

* MICHAEL R. COLTRANE       Director            January 19, 1996
(Michael R. Coltrane)

                            Director            January __, 1996
(James B. Fincher)

* H. CLARK GOODWIN          Director            January 19, 1996
(H. Clark Goodwin)


                            Director            January __, 1996
(Frank H. Hawfield)

* J. KNOX HILLMAN, JR.      Director            January 19, 1996
(J. Knox Hillman, Jr.)

                            Director            January __, 1996
(Branson C. Jones)

* D. C. LINN, JR.           Director            January 19, 1996
(D. C. Linn, Jr.)

* ROBERT F. LOWRANCE        Director            January 19, 1996
(Robert F. Lowrance)

                            Director            January __, 1996
(Dr. Jerry E. McGee)

* HUGH H. MORRISON          Director            January 19, 1996
(Hugh H. Morrison)

* T. DAVID PROPST           Director            January 19, 1996
(T. David Propst)

* ROBERT L. WALL            Director            January 19, 1996
(Robert L. Wall)

* JAMES B. WIDENHOUSE       Director            January 19, 1996
(James B. Widenhouse)


*By:/S/ LAWRENCE M. KIMBROUGH
      Lawrence M. Kimbrough
      Attorney-in-Fact
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Registration No.33-

              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
                  1996 EMPLOYEE STOCK PURCHASE PLAN
                      (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,          150,000
$5.00 par value          Shares         $19.80

          Proposed Maximum                   Amount of
        Aggregate Offering                   Registration
              Price                              Fee

           $2,970,000                             $1,025

_________________________________________________________________

*   Pursuant to Rule 457(h), based on the price of the Common
Stock at 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 Chief Financial Officer, First Charter
Corporation, 22 Union Street, North, Concord, North Carolina
28026-0228. 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 (amended by Form 10-K\A
Amendment No. 1 filed November 9, 1995), filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995, June 30, 1995, September
30, 1995, filed pursuant to Section 13 of the Exchange Act;

          (c)  The Registrant's Current Reports on Form 8-K filed
on September 22, 1995, November 9, 1995 and January 5, 1996; and

          (d)  The description of the Registrant's Common Stock,
$5 par value, contained in its Registration Statement filed
pursuant to Section 12 of 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 filed on
November 9, 1995.

     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 Robert O. Bratton, Chief Financial Officer,
First Charter Corporation, 22 Union Street, North, Concord, North
Carolina 28026-0228.  Telephone requests may be directed to (704)
786-3300.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Registrant's Common Stock to be issued
in connection with the Plans has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina.  As of the
date of this Registration Statement on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 7,000 shares of the Registrant's Common
Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Restated
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
Restated 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.  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 as a director or as otherwise set
forth in the corporation's articles of incorporation or bylaws or
by a resolution of the Board of Directors.

     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
INCORPORATED BY REFERENCE AS EXHIBIT 99.2 OF THIS REGISTRATION
STATEMENT.

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. 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           1996 Employee Stock Purchase Plan.

     99.2           Provisions of North  Carolina law relating to
                    indemnification of directors and officers
                    (incorporated by reference to Exhibit 99.2 of
                    First Charter's Registration Statement on
                    Form S-8, Registration No. 33-60951).

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)
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
percent 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
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 January 19,
1996.

                         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    January 19, 1996
(Lawrence M. Kimbrough)     Executive Officer and 
                            Director (Principal 
                            Executive Officer)

*J. ROY DAVIS, JR.          Chairman of the     January 19, 1996
(J. Roy Davis, Jr.)         Board and Director

/S/ ROBERT O. BRATTON       Executive Vice      January 19, 1996
(Robert O. Bratton)         President (Principal 
                            Financial and
                            Principal Accounting
                            Officer)

_____________________       Director            January __, 1996
(William R. Black)

* JANE B. BROWN             Director            January 19, 1996
(Jane B. Brown)

* GRADY S. CARPENTER        Director            January 19, 1996
(Grady S. Carpenter)

* MICHAEL R. COLTRANE       Director            January 19, 1996
(Michael R. Coltrane)

                            Director            January __, 1996
(James B. Fincher)

* H. CLARK GOODWIN          Director            January 19, 1996
(H. Clark Goodwin)

                            Director            January __, 1996
(Frank H. Hawfield)

* J. KNOX HILLMAN, JR.      Director            January 19, 1996
(J. Knox Hillman, Jr.)

                            Director            January __, 1996
(Branson C. Jones)

* D. C. LINN, JR.           Director            January 19, 1996
(D. C. Linn, Jr.)

* ROBERT F. LOWRANCE        Director            January 19, 1996
(Robert F. Lowrance)

                            Director            January __, 1996
(Dr. Jerry E. McGee)

* HUGH H. MORRISON          Director            January 19, 1996
(Hugh H. Morrison)

* T. DAVID PROPST           Director            January 19, 1996
(T. David Propst)

* ROBERT L. WALL            Director            January 19, 1996
(Robert L. Wall)

* JAMES B. WIDENHOUSE       Director            January 19, 1996
(James B. Widenhouse)

*By:/S/ LAWRENCE M. KIMBROUGH
      Lawrence M. Kimbrough
      Attorney-in-Fact