Registration No.333-_____
                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) dentification No.)

    22 Union Street, North
    Concord, North Carolina                   28025       
(Address of Principal Executive Offices)    (Zip Code)

                      FIRST CHARTER CORPORATION
                   COMPREHENSIVE STOCK OPTION 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)

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

                             Copy to:
                      Anne Team Kelly, Esq.
               Smith Helms Mulliss & Moore, L.L.P.
                      Post Office Box 31247
                 Charlotte, North Carolina 28231
         Tel. (704) 343-2000          Fax (704) 334-8467

     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     Proposed   
 Securities    Amount      Maximum      Maximum      Amount of
   To be        To be      Offering    Aggregate    Registration
 Registered   Registered     Price     Offering         Fee
                           Per Unit*     Price* 
-----------------------------------------------------------------
Common Stock   406,741     $23.69      $9,635,695      $2,843    
                Shares
 ________________________________________________________________

 *   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 Director of Human Resources, 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, 1997, 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, 1998;  

          (c)  The Registrant's Current Reports on Form 8-K filed
     on January 6, 1998, January 28, 1998, April 14, 1998 and 
     May 28, 1998; and

          (d)  The description of the Registrant's Common Stock
     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 January 28, 1998.

     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 Laura N. Blalock, Director of Human
Resources, First Charter Corporation, 22 Union Street, North,
Concord, North Carolina 28025.  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 Plan 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 8,500 shares of the Registrant's Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     There are no provisions in the Registrant's Amended and 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 Amended and 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. 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  Comprehensive Stock Option Plan, as amended.

             99.2  Provisions of North  Carolina law relating to
                   indemnification of directors and officers
                   (incorporated herein by reference to Exhibit 99.10
                   of First Charter's Registration Statement on Form
                   S-4, Registration No. 333-35905).


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. 
         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, North Carolina, on May 29,
1998.


                                  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      May 29, 1998
Lawrence M. Kimbrough      Executive   Officer
                           and Director
                           (Principal Executive
                           Officer)

/s/ ROBERT O. BRATTON      Executive Vice        May 29, 1998
Robert O. Bratton          President        
                           (Principal Financial
                           and Principal Accounting
                           Officer)

                           Director              May __, 1998
William R. Black


MICHAEL R. COLTRANE*       Director              May 29, 1998
Michael R. Coltrane


J. ROY DAVIS, JR.*         Director              May 29, 1998
J. Roy Davis, Jr.            


T. CARL DEDMON*            Director              May 29, 1998
T. Carl Dedmon


                           Director              May __, 1998
James B. Fincher


JOHN J. GODBOLD, JR.*        Director            May 29, 1998
John J. Godbold, Jr.


H. CLARK GOODWIN*          Director              May 29, 1998
H. Clark Goodwin


                           Director              May __, 1998
Charles F. Harry III


FRANK H. HAWFIELD, JR.*    Director              May 29, 1998
Frank H. Hawfield, Jr.


J. KNOX HILLMAN, JR.*        Director            May 29, 1998
J. Knox Hillman, Jr.


JERRY E. MCGEE*              Director            May 29, 1998
Jerry E. McGee


HUGH H. MORRISON*          Director              May 29, 1998
Hugh H. Morrison


THOMAS R. REVELS*          Director              May 29, 1998
Thomas R. Revels


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



                          EXHIBIT INDEX

      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  Comprehensive Stock Option Plan, as amended.

             99.2  Provisions of North Carolina law relating 
                   to indemnification of directors and officers
                   (incorporated herein by reference to Exhibit 99.10
                   of First Charter's Registration Statement on 
                   Form S-4, Registration No. 333-35905).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20269}]
{"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": "333-54021", "film-number": "98634879"}, "business-address": {"street1": "22 UNION ST N", "street2": "PO BOX 228", "city": "CONCORD", "state": "NC", "zip": "28026-0228", "phone": "7047880482"}, "mail-address": {"street1": "22 UNION ST N", "street2": "PO BOX 228", "city": "CONCORD", "state": "NC", "zip": "28025-0228"}, "former-company": [{"former-conformed-name": "FIRST CHARTER CORP/NC/", "date-changed": "19841128"}, {"former-conformed-name": "CONCORD NATIONAL INC", "date-changed": "19840816"}]}
Registration No.333-_____
                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) dentification No.)

    22 Union Street, North
    Concord, North Carolina                   28025       
(Address of Principal Executive Offices)    (Zip Code)

                      FIRST CHARTER CORPORATION
                   COMPREHENSIVE STOCK OPTION 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)

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

                             Copy to:
                      Anne Team Kelly, Esq.
               Smith Helms Mulliss & Moore, L.L.P.
                      Post Office Box 31247
                 Charlotte, North Carolina 28231
         Tel. (704) 343-2000          Fax (704) 334-8467

     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     Proposed   
 Securities    Amount      Maximum      Maximum      Amount of
   To be        To be      Offering    Aggregate    Registration
 Registered   Registered     Price     Offering         Fee
                           Per Unit*     Price* 
-----------------------------------------------------------------
Common Stock   406,741     $23.69      $9,635,695      $2,843    
                Shares
 ________________________________________________________________

 *   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 Director of Human Resources, 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, 1997, 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, 1998;  

          (c)  The Registrant's Current Reports on Form 8-K filed
     on January 6, 1998, January 28, 1998, April 14, 1998 and 
     May 28, 1998; and

          (d)  The description of the Registrant's Common Stock
     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 January 28, 1998.

     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 Laura N. Blalock, Director of Human
Resources, First Charter Corporation, 22 Union Street, North,
Concord, North Carolina 28025.  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 Plan 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 8,500 shares of the Registrant's Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     There are no provisions in the Registrant's Amended and 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 Amended and 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. 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  Comprehensive Stock Option Plan, as amended.

             99.2  Provisions of North  Carolina law relating to
                   indemnification of directors and officers
                   (incorporated herein by reference to Exhibit 99.10
                   of First Charter's Registration Statement on Form
                   S-4, Registration No. 333-35905).

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. 
         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, North Carolina, on May 29,
1998.

                                  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      May 29, 1998
Lawrence M. Kimbrough      Executive   Officer
                           and Director
                           (Principal Executive
                           Officer)

/s/ ROBERT O. BRATTON      Executive Vice        May 29, 1998
Robert O. Bratton          President        
                           (Principal Financial
                           and Principal Accounting
                           Officer)

                           Director              May __, 1998
William R. Black

MICHAEL R. COLTRANE*       Director              May 29, 1998
Michael R. Coltrane

J. ROY DAVIS, JR.*         Director              May 29, 1998
J. Roy Davis, Jr.            

T. CARL DEDMON*            Director              May 29, 1998
T. Carl Dedmon

                           Director              May __, 1998
James B. Fincher

JOHN J. GODBOLD, JR.*        Director            May 29, 1998
John J. Godbold, Jr.

H. CLARK GOODWIN*          Director              May 29, 1998
H. Clark Goodwin

                           Director              May __, 1998
Charles F. Harry III

FRANK H. HAWFIELD, JR.*    Director              May 29, 1998
Frank H. Hawfield, Jr.

J. KNOX HILLMAN, JR.*        Director            May 29, 1998
J. Knox Hillman, Jr.

JERRY E. MCGEE*              Director            May 29, 1998
Jerry E. McGee

HUGH H. MORRISON*          Director              May 29, 1998
Hugh H. Morrison

THOMAS R. REVELS*          Director              May 29, 1998
Thomas R. Revels

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

                          EXHIBIT INDEX

      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  Comprehensive Stock Option Plan, as amended.

             99.2  Provisions of North Carolina law relating 
                   to indemnification of directors and officers
                   (incorporated herein by reference to Exhibit 99.10
                   of First Charter's Registration Statement on 
                   Form S-4, Registration No. 333-35905).