As filed with the Securities and Exchange Commission on January 4, 1996
                                     Registration Statement No. 33-____________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

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

                          CRESTAR FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Charter)


              Virginia                            54-0722175
   (State or other jurisdiction of      (I.R.S. Employer Identification Number)
   incorporation or organization)
                              919 East Main Street
                            Richmond, Virginia 23219
                                  804-782-5000
           (Address of principal executive office, including zip code)

                          CRESTAR FINANCIAL CORPORATION
                             LOYOLA PROFIT PLUS PLAN
                            (Full title of the Plan)
                              --------------------

                            John C. Clark, III, Esq.
                          Secretary and General Counsel
                          Crestar Financial Corporation
                              919 East Main Street
                            Richmond, Virginia 23219
                                  804-782-5000
 (Name, address and telephone number including, area code, of agent for service)

                                 With copies to:

                           Lathan M. Ewers, Jr., Esq.
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  804-788-8200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===============================================================================================================
                                                   Proposed maximum      Proposed maximum
    Title of securities         Amount to be        offering price           aggregate             Amount of
     to be registered           registered(1)        per share(2)        offering price(2)     registration fee
---------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                 <C>                      <C>
Common Stock, $5.00
par value                       25,000 shares           $58.69              $1,467,250               $506
Preferred Share Purchase        25,000 rights             N/A                   N/A                   N/A
Rights(3)
===============================================================================================================
</TABLE>

     (1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

     (2)  Estimated  solely for the purpose of computing the  registration  fee.
This  amount was  calculated  pursuant to Rule 457(c) on the basis of $58.69 per
share,  which was the average of the high and low prices of the Common  Stock as
reported on the New York Stock Exchange on January 3, 1996.

     (3) The Rights to purchase Participating Cumulative Preferred Stock, Series
C will be  attached  to and will  trade with  shares of the Common  Stock of the
Company.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.



                                      II-2

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Crestar  Financial  Corporation  (the
"Company")  with the  Commission  (file No. 1-7083) are  incorporated  herein by
reference and made a part hereof:  (i) the Company's  Annual Report on Form 10-K
for the fiscal year ended  December 31, 1994 including the Company's Form 10-K/A
Amendment  No. 1 to Form 10-K for the year  ended  December  31,  1994,  and the
Company's  Form 10-K/A  Amendment No. 1 to Form 10-K for the year ended December
31, 1994,  containing 1994 annual reports for the Crestar  Employees' Thrift and
Profit  Sharing  Plan and the  Crestar  Merger Plan for  Transferred  Employees,
respectively; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;  (iii) the Company's
Current  Report on Form 8-K  dated  November  17,  1995  including  consolidated
financial  statements  for  Loyola  Capital  Corporation  ("Loyola");  (iv)  the
description of the Company's Common Stock (the "Common Stock")  contained in the
Company's registration statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with respect to the Common Stock on
July 1,  1993,  including  any  amendment  or report  filed for the  purpose  of
updating  such  description;  (v) the  description  of the  rights  to  purchase
Participating  Cumulative  Preferred  Stock,  Series  C  (the  "Rights")  in the
Company's  registration  statement on Form 8-A filed under the Exchange Act with
respect to the Rights, on June 26, 1989, including any amendment or report filed
for the  purpose of  updating  such  description  and (vi) the Form 11-K for the
Loyola Profit Plus Plan (the "Plan") for the year ended December 31, 1994.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Articles  of  Incorporation  (the  "Crestar  Articles")
implement the  provisions of the Virginia  Stock  Corporation  Act (the "VSCA"),
which provide for the  indemnification of Crestar's  directors and officers in a
variety of  circumstances,  which may include  indemnification  for  liabilities
under the  Securities Act of 1933.  Under sections  13.1-697 and 13.1-704 of the
VSCA, a Virginia corporation  generally is authorized to indemnify its directors
and  officers  in civil or  criminal  actions  if they  acted in good  faith and
believed  their conduct to be in the best interests of the  corporation  and, in
the case of  criminal  actions,  had no  reasonable  cause to  believe  that the
conduct was unlawful. The Crestar Articles require  indemnification of directors
and

                                      II-3

<PAGE>



officers with respect to certain liabilities, expenses and other amounts imposed
upon them by reason of having been a director or officer,  except in the case of
willful  misconduct or a knowing violation of criminal law. Crestar also carries
insurance on behalf of directors,  officers,  employees or agents that may cover
liabilities  under the  Securities  Act of 1933.  In addition,  the VSCA and the
Crestar Articles  eliminate the liability of a director or officer of Crestar in
a stockholder or derivative  proceeding.  This elimination of liability will not
apply in the event of willful  misconduct or a knowing violation of the criminal
law or any federal or state securities law. Sections  13.1-692.1 and 13.1-696 to
-704 of the VSCA are hereby incorporated herein by reference.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1   Restated Articles of Incorporation of the Company (Incorporated herein by
      reference  from Exhibit 3(a) of the Company's  Annual Report on Form 10-K
      for the year ended December 31, 1993).

4.2   Bylaws of the Company, as amended through February 26, 1993 (Incorporated
      herein by reference  from Exhibit 3(b) of the Company's  Annual Report on
      Form 10-K for the year ended December 31, 1993).

4.3   Rights  Agreement  dated June 23,  1989,  between  the Company and Mellon
      Bank,  N.A.,  as Rights  Agent  (Incorporated  herein by  reference  from
      Exhibit 4.1 of the  Company's  Current  Report on Form 8-K dated June 23,
      1989).

4.4   Crestar Financial Corporation Loyola Profit Plus Plan.

5     Opinion  of Hunton & Williams  as to the  legality  of the  securities
      being registered.

23.1  Consent of Hunton & Williams  (included in the opinion filed as Exhibit 5
      to the Registration Statement).

23.2  Consent of KPMG Peat Marwick LLP.

23.3  Consent of KPMG Peat Marwick LLP.

24    Power of Attorney for Officers and Directors (included on signature page).


         The  Company  has  submitted  the Plan and  undertakes  to  submit  any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.


                                      II-4

<PAGE>



Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

     1. To file,  during  any  period  in which  offers  or sales  are  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, as amended (the "Securities Act");

     (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  and 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
          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 in such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.


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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in 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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred

                                      II-5

<PAGE>



or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




                                      II-6

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond, Commonwealth of Virginia, on this 4th day
of January, 1996.


                                   CRESTAR FINANCIAL CORPORATION
                                            (Registrant)


                                   By  /s/ Richard G. Tilghman
                                       Richard G. Tilghman
                                       Chairman of the Board and
                                       Chief Executive Officer



                                      II-7

<PAGE>




                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 4, 1996. Each of the directors and/or officers
of Crestar  Financial  Corporation whose signature appears below hereby appoints
John C. Clark,  III, Lathan M. Ewers, Jr. and David M. Carter,  and each of them
severally,  as his  attorney-in-fact  to sign in his name and behalf, in any and
all  capacities  stated  below,  and to file  with  the  Commission  any and all
amendments, including post-effective amendments, to this registration statement,
making such changes in the registration statement as appropriate,  and generally
to do all such  things  in their  behalf in their  capacities  as  officers  and
directors to enable Crestar Financial  Corporation to comply with the provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission.


         Signature                            Title


By   /s/ Richard G. Tilghman     Chairman of the Board, Chief Executive Officer
         Richard G. Tilghman     and Director (Principal Executive Officer)

By   /s/ James M. Wells, III     President and Director
         James M. Wells, III

By   /s/ Richard F. Katchuk      Corporate Executive Vice President and Chief
         Richard F. Katchuk      Financial Officer (Principal Financial Officer)

By   /s/ James D. Barr           Group Executive Vice President, Controller and
         James D. Barr           Treasurer (Principal Accounting Officer)

By   /s/ Richard M. Bagley       Director
         Richard M. Bagley

By   /s/ J. Carter Fox           Director
         J. Carter Fox

By   /s/ Bonnie Guiton Hill      Director
         Bonnie Guiton Hill

By   /s/ Gene A. James           Director
         Gene A. James

By   /s/ H. Gordon Leggett, Jr.  Director
         H. Gordon Leggett, Jr.

By   /s/ Charles R. Longsworth   Director
         Charles R. Longsworth

By   /s/ Patrick J. Maher        Director
         Patrick J. Maher

By   /s/ Frank E. McCarthy       Director
         Frank E. McCarthy

                                      II-8

<PAGE>




By   /s/ Paul D. Miller          Director
         Paul D. Miller

By   /s/ G. Gilmer Minor, III    Director
         G. Gilmer Minor, III

By   /s/ Gordon F. Rainey, Jr.   Director
         Gordon F. Rainey, Jr.

By   /s/ Frank S. Royal, M.D.    Director
         Frank S. Royal, M.D.

By   /s/ Eugene P. Trani         Director
         Eugene P. Trani

By   /s/ L. Dudley Walker        Director
         L. Dudley Walker

By   /s/ Karen Hastie Williams   Director
         Karen Hastie Williams



                                      II-9

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the trustees
has duly  caused  this  registration  statement  to be signed  on its  behalf by
the undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on this 4th day of January, 1996.


                             LOYOLA PROFIT PLUS PLAN
                                     (Plan)


                             By /s/ James J. Kelley, Chairman


                                      II-10

<PAGE>



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



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


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







                                    EXHIBITS

                                   filed with

                             REGISTRATION STATEMENT

                                       on

                                    FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933


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







                          CRESTAR FINANCIAL CORPORATION
                             LOYOLA PROFIT PLUS PLAN
                            (full title of the plan)







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




<PAGE>



                                  EXHIBIT INDEX









<TABLE>
<CAPTION>

                                                                                               Sequentially
Exhibit No.     Description                                                                     Number Page
<S>             <C>                                                                               <C>
 4.1            Restated Articles of Incorporation of the Company (Incorporated herein
                by reference from Exhibit 3(a) of the Company's  Annual Report on Form
                10-K for the year ended December 31, 1993).

 4.2            Bylaws of the Company  (Incorporated  herein by reference from Exhibit
                3(b) of the  Company's  Annual  Report on Form 10-K for the year ended
                December 31, 1993).

 4.3            Rights  Agreement dated June 23, 1989,  between the Company and Mellon
                Bank,  N.A., as Rights Agent  (Incorporated  herein by reference  from
                Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 23,
                1989).

 4.4            Crestar Financial Corporation Loyola Profit Plus Plan.

 5              Opinion  of Hunton & Williams  as to the  legality  of the  securities
                being registered.

23.1            Consent of Hunton & Williams (included in the opinion filed as Exhibit
                5 to the Registration Statement).

23.2            Consent of KPMG Peat Marwick LLP.

23.3            Consent of KPMG Peat Marwick LLP.


24              Power of Attorney for Officers and Directors (included on
                signature page).
</TABLE>


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CRESTAR FINANCIAL CORPORATION S-8", "secsgml_size_bytes": 22454}]
{"company-data": {"conformed-name": "CRESTAR FINANCIAL CORP", "cik": "0000101880", "assigned-sic": "6022", "irs-number": "540722175", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00051", "film-number": "96500912"}, "business-address": {"street1": "919 E MAIN ST", "street2": "PO BOX 26665", "city": "RICHMOND", "state": "VA", "zip": "23261", "phone": "8047825000"}, "mail-address": {"street1": "919 EAST MAIN STREET", "street2": "P O BOX 26665", "city": "RICHMOND", "state": "VA", "zip": "23261-6665"}, "former-company": {"former-conformed-name": "UNITED VIRGINIA BANKSHARES INC", "date-changed": "19871115"}}
As filed with the Securities and Exchange Commission on January 4, 1996
                                     Registration Statement No. 33-____________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

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

                          CRESTAR FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Charter)

              Virginia                            54-0722175
   (State or other jurisdiction of      (I.R.S. Employer Identification Number)
   incorporation or organization)
                              919 East Main Street
                            Richmond, Virginia 23219
                                  804-782-5000
           (Address of principal executive office, including zip code)

                          CRESTAR FINANCIAL CORPORATION
                             LOYOLA PROFIT PLUS PLAN
                            (Full title of the Plan)
                              --------------------

                            John C. Clark, III, Esq.
                          Secretary and General Counsel
                          Crestar Financial Corporation
                              919 East Main Street
                            Richmond, Virginia 23219
                                  804-782-5000
 (Name, address and telephone number including, area code, of agent for service)

                                 With copies to:

                           Lathan M. Ewers, Jr., Esq.
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  804-788-8200

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                   Proposed maximum      Proposed maximum
    Title of securities         Amount to be        offering price           aggregate             Amount of
     to be registered           registered(1)        per share(2)        offering price(2)     registration fee
---------------------------------------------------------------------------------------------------------------
Common Stock, $5.00
par value                       25,000 shares           $58.69              $1,467,250               $506
Preferred Share Purchase        25,000 rights             N/A                   N/A                   N/A
Rights(3)
===============================================================================================================
(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

     (2)  Estimated  solely for the purpose of computing the  registration  fee.
This  amount was  calculated  pursuant to Rule 457(c) on the basis of $58.69 per
share,  which was the average of the high and low prices of the Common  Stock as
reported on the New York Stock Exchange on January 3, 1996.

     (3) The Rights to purchase Participating Cumulative Preferred Stock, Series
C will be  attached  to and will  trade with  shares of the Common  Stock of the
Company.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                      II-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Crestar  Financial  Corporation  (the
"Company")  with the  Commission  (file No. 1-7083) are  incorporated  herein by
reference and made a part hereof:  (i) the Company's  Annual Report on Form 10-K
for the fiscal year ended  December 31, 1994 including the Company's Form 10-K/A
Amendment  No. 1 to Form 10-K for the year  ended  December  31,  1994,  and the
Company's  Form 10-K/A  Amendment No. 1 to Form 10-K for the year ended December
31, 1994,  containing 1994 annual reports for the Crestar  Employees' Thrift and
Profit  Sharing  Plan and the  Crestar  Merger Plan for  Transferred  Employees,
respectively; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;  (iii) the Company's
Current  Report on Form 8-K  dated  November  17,  1995  including  consolidated
financial  statements  for  Loyola  Capital  Corporation  ("Loyola");  (iv)  the
description of the Company's Common Stock (the "Common Stock")  contained in the
Company's registration statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with respect to the Common Stock on
July 1,  1993,  including  any  amendment  or report  filed for the  purpose  of
updating  such  description;  (v) the  description  of the  rights  to  purchase
Participating  Cumulative  Preferred  Stock,  Series  C  (the  "Rights")  in the
Company's  registration  statement on Form 8-A filed under the Exchange Act with
respect to the Rights, on June 26, 1989, including any amendment or report filed
for the  purpose of  updating  such  description  and (vi) the Form 11-K for the
Loyola Profit Plus Plan (the "Plan") for the year ended December 31, 1994.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Articles  of  Incorporation  (the  "Crestar  Articles")
implement the  provisions of the Virginia  Stock  Corporation  Act (the "VSCA"),
which provide for the  indemnification of Crestar's  directors and officers in a
variety of  circumstances,  which may include  indemnification  for  liabilities
under the  Securities Act of 1933.  Under sections  13.1-697 and 13.1-704 of the
VSCA, a Virginia corporation  generally is authorized to indemnify its directors
and  officers  in civil or  criminal  actions  if they  acted in good  faith and
believed  their conduct to be in the best interests of the  corporation  and, in
the case of  criminal  actions,  had no  reasonable  cause to  believe  that the
conduct was unlawful. The Crestar Articles require  indemnification of directors
and

                                      II-3
officers with respect to certain liabilities, expenses and other amounts imposed
upon them by reason of having been a director or officer,  except in the case of
willful  misconduct or a knowing violation of criminal law. Crestar also carries
insurance on behalf of directors,  officers,  employees or agents that may cover
liabilities  under the  Securities  Act of 1933.  In addition,  the VSCA and the
Crestar Articles  eliminate the liability of a director or officer of Crestar in
a stockholder or derivative  proceeding.  This elimination of liability will not
apply in the event of willful  misconduct or a knowing violation of the criminal
law or any federal or state securities law. Sections  13.1-692.1 and 13.1-696 to
-704 of the VSCA are hereby incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1   Restated Articles of Incorporation of the Company (Incorporated herein by
      reference  from Exhibit 3(a) of the Company's  Annual Report on Form 10-K
      for the year ended December 31, 1993).

4.2   Bylaws of the Company, as amended through February 26, 1993 (Incorporated
      herein by reference  from Exhibit 3(b) of the Company's  Annual Report on
      Form 10-K for the year ended December 31, 1993).

4.3   Rights  Agreement  dated June 23,  1989,  between  the Company and Mellon
      Bank,  N.A.,  as Rights  Agent  (Incorporated  herein by  reference  from
      Exhibit 4.1 of the  Company's  Current  Report on Form 8-K dated June 23,
      1989).

4.4   Crestar Financial Corporation Loyola Profit Plus Plan.

5     Opinion  of Hunton & Williams  as to the  legality  of the  securities
      being registered.

23.1  Consent of Hunton & Williams  (included in the opinion filed as Exhibit 5
      to the Registration Statement).

23.2  Consent of KPMG Peat Marwick LLP.

23.3  Consent of KPMG Peat Marwick LLP.

24    Power of Attorney for Officers and Directors (included on signature page).

         The  Company  has  submitted  the Plan and  undertakes  to  submit  any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.

                                      II-4
Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

     1. To file,  during  any  period  in which  offers  or sales  are  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, as amended (the "Securities Act");

     (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  and 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
          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 in such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in 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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred

                                      II-5
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond, Commonwealth of Virginia, on this 4th day
of January, 1996.

                                   CRESTAR FINANCIAL CORPORATION
                                            (Registrant)

                                   By  /s/ Richard G. Tilghman
                                       Richard G. Tilghman
                                       Chairman of the Board and
                                       Chief Executive Officer

                                      II-7
POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 4, 1996. Each of the directors and/or officers
of Crestar  Financial  Corporation whose signature appears below hereby appoints
John C. Clark,  III, Lathan M. Ewers, Jr. and David M. Carter,  and each of them
severally,  as his  attorney-in-fact  to sign in his name and behalf, in any and
all  capacities  stated  below,  and to file  with  the  Commission  any and all
amendments, including post-effective amendments, to this registration statement,
making such changes in the registration statement as appropriate,  and generally
to do all such  things  in their  behalf in their  capacities  as  officers  and
directors to enable Crestar Financial  Corporation to comply with the provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission.

         Signature                            Title

By   /s/ Richard G. Tilghman     Chairman of the Board, Chief Executive Officer
         Richard G. Tilghman     and Director (Principal Executive Officer)

By   /s/ James M. Wells, III     President and Director
         James M. Wells, III

By   /s/ Richard F. Katchuk      Corporate Executive Vice President and Chief
         Richard F. Katchuk      Financial Officer (Principal Financial Officer)

By   /s/ James D. Barr           Group Executive Vice President, Controller and
         James D. Barr           Treasurer (Principal Accounting Officer)

By   /s/ Richard M. Bagley       Director
         Richard M. Bagley

By   /s/ J. Carter Fox           Director
         J. Carter Fox

By   /s/ Bonnie Guiton Hill      Director
         Bonnie Guiton Hill

By   /s/ Gene A. James           Director
         Gene A. James

By   /s/ H. Gordon Leggett, Jr.  Director
         H. Gordon Leggett, Jr.

By   /s/ Charles R. Longsworth   Director
         Charles R. Longsworth

By   /s/ Patrick J. Maher        Director
         Patrick J. Maher

By   /s/ Frank E. McCarthy       Director
         Frank E. McCarthy

                                      II-8
By   /s/ Paul D. Miller          Director
         Paul D. Miller

By   /s/ G. Gilmer Minor, III    Director
         G. Gilmer Minor, III

By   /s/ Gordon F. Rainey, Jr.   Director
         Gordon F. Rainey, Jr.

By   /s/ Frank S. Royal, M.D.    Director
         Frank S. Royal, M.D.

By   /s/ Eugene P. Trani         Director
         Eugene P. Trani

By   /s/ L. Dudley Walker        Director
         L. Dudley Walker

By   /s/ Karen Hastie Williams   Director
         Karen Hastie Williams

                                      II-9
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the trustees
has duly  caused  this  registration  statement  to be signed  on its  behalf by
the undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on this 4th day of January, 1996.

                             LOYOLA PROFIT PLUS PLAN
                                     (Plan)

                             By /s/ James J. Kelley, Chairman

                                      II-10
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    EXHIBITS

                                   filed with

                             REGISTRATION STATEMENT

                                       on

                                    FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                          CRESTAR FINANCIAL CORPORATION
                             LOYOLA PROFIT PLUS PLAN
                            (full title of the plan)

-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
EXHIBIT INDEX
Sequentially
Exhibit No.     Description                                                                     Number Page
4.1            Restated Articles of Incorporation of the Company (Incorporated herein
                by reference from Exhibit 3(a) of the Company's  Annual Report on Form
                10-K for the year ended December 31, 1993).

 4.2            Bylaws of the Company  (Incorporated  herein by reference from Exhibit
                3(b) of the  Company's  Annual  Report on Form 10-K for the year ended
                December 31, 1993).

 4.3            Rights  Agreement dated June 23, 1989,  between the Company and Mellon
                Bank,  N.A., as Rights Agent  (Incorporated  herein by reference  from
                Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 23,
                1989).

 4.4            Crestar Financial Corporation Loyola Profit Plus Plan.

 5              Opinion  of Hunton & Williams  as to the  legality  of the  securities
                being registered.

23.1            Consent of Hunton & Williams (included in the opinion filed as Exhibit
                5 to the Registration Statement).

23.2            Consent of KPMG Peat Marwick LLP.

23.3            Consent of KPMG Peat Marwick LLP.

24              Power of Attorney for Officers and Directors (included on
                signature page).