================================================================================
     As filed with the Securities and Exchange Commission on April 8, 1999 -
                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                       NORTH COUNTRY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Michigan                                       38-2062816
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               130 South Cedar Street, Manistique, Michigan 49854
               (Address of Principal Executive Offices) (Zip Code)

      North Country Financial Corporation 1997 Directors' Stock Option Plan
                            (Full Title of the Plan)

       Ronald G. Ford, 130 South Cedar Street, Manistique, Michigan 49854,
                                 (906) 341-8401
 (Name, address and telephone number, including area code of agent for service)


                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
-----------------------------------------------------------------------------------------------------------------------
       <S>                         <C>                         <C>                 <C>                     <C>
         Common Stock              100,000 Shares(1)           $25.00              $2,500,000               $738
=======================================================================================================================
</TABLE>
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the North Country Financial  Corporation Stock  Compensation Plan
         (the   "Plan").   This   Registration   Statement   also   covers  such
         indeterminable additional number of shares as may be issuable under the
         Plan by reason of adjustments  in the number of shares covered  thereby
         as described in the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only, the price shown is based upon the price of $25.00 per share,  the
         most recent trade, on April 6, 1999, in accordance with Rule 457(h).

                            ------------------------
Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration
Statement shall cover such additional  securities as may be offered or issued to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     North Country Financial  Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:

          (a) The  Annual  Report on Form 10-K for the year ended  December  31,
     1998,  containing audited consolidated  financial statements of the Company
     as of December 31, 1998 and December 31, 1997, and for each of the years in
     the three-year period ended December 31, 1998.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal  year  ended  December  31,  1998,  covered  by the  document
     referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The text  disclosed  under the  heading  "Description  of Capital  Stock --
Common Stock" contained in the Company's Registration Statement on Form S-2 (SEC
File No. 333-06017) which was filed with the Securities and Exchange  Commission
on or about July 19, 1996, is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought

                                       S-1
<PAGE>
determines upon application that, despite such adjudication,  but in view of all
the  circumstances of the case, the person is fairly and reasonably  entitled to
indemnity for reasonable expenses as the court deems proper. In addition, to the
extent  that any such  person is  successful  in the  defense  of any such legal
proceeding,  the Company is required by the MBCA to indemnify him or her against
expenses,  including  attorneys' fees, that are actually and reasonably incurred
by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

          (a) 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,  represents a  fundamental  change in the  information  set
          forth in the registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          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 by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) 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.

          (c) 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.

     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

                                       S-2
<PAGE>
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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  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 a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                       S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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  Manistique,  State of Michigan,  on the 31st day of
March, 1999.

                                       NORTH COUNTRY FINANCIAL CORPORATION


                                       By  /s/ Ronald G. Ford   
                                           Ronald G. Ford, President and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Ronald G. Ford and Sherry L. Littlejohn, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below on March 31, 1999, by the following
persons in the capacities indicated.


      Signatures                               Title

/s/ Ronald G. Ford                     President, Chief Executive 
Ronald G. Ford                         Officer and a Director
                                       (principal executive officer)


/s/ Sherry L. Littlejohn               Executive Vice President, Chief Operating
Sherry L. Littlejohn                   Officer, Treasurer and a Director



______________________________         Director
Charles B. Beaulieu


______________________________         Director
Bernard A. Bouschor


______________________________         Director
C. Ronald Dufina


                                       S-4
<PAGE>
     Signatures                                 Title


/s/ Stanley J. Gerou, II                 Director      
Stanley J. Gerou, II



__________________________________       Director
Michael C. Henricksen



/s/ Thomas G. King                       Director
Thomas G. King



/s/ John D. Lindroth                     Director
John D. Lindroth



/s/ John P. Miller                       Director
John P. Miller


                                       S-5
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:




Exhibit 4      North Country Financial Corporation 1997 Director's Stock Option
               Plan, incorporated by reference to Appendix B to the Registrant's
               Proxy Statement dated March 14, 1997.

Exhibit 5      Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)  Consent of Wipfli Ullrich Bertelson LLP - included on page S-5
               hereof

Exhibit 23(b)  Consent of Varnum, Riddering, Schmidt & Howlett LLP-included in
               Exhibit 5

Exhibit 24     Power of Attorney - included on page S-4 hereof














::ODMA\PCDOCS\GRR\272622\1

                                       S-6
<PAGE>
Exhibit 5



                                 April 8, 1999


North Country Financial Corporation
130 South Cedar Street
Manistique, Michigan 49854

         Re:      Registration Statement on Form S-8 Relating to the
                  North Country Financial Corporation 1997 Directors' Stock
                  Option Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),   filed  by  North  Country  Financial   Corporation,   a  Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering  under the  Securities  Act of 1933, as amended,  100,000
shares of the Company's common stock for issuance pursuant to the Company's 1997
Directors'  Stock Option Plan (the "Plan"),  we have examined such documents and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 100,000 shares covered by the Registration  Statement,  upon the exercise of
stock options, at the prices described in the Registration  Statement,  and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                  /s/ Varnum, Riddering, Schmidt & Howlett LLP
<PAGE>
Exhibit 23(a)


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
North Country Financial Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference in this  registration  statement of our report dated January 29, 1999,
included in North Country Financial Corporation's Annual Report on Form 10-K for
the year ended  December 31, 1998, and to all references to our firm included in
this registration statement.



                                         /s/ Wipfli Ullrich Bertelson LLP
                                             Wipfli Ullrich Bertelson LLP







Appleton, Wisconsin
March 29, 1999


                                       S-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19587}]
{"company-data": {"conformed-name": "FIRST MANISTIQUE CORP", "cik": "0000036506", "assigned-sic": "6022", "irs-number": "382062816", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75959", "film-number": "99590130"}, "business-address": {"street1": "130 S CEDAR ST", "street2": "PO BOX 369", "city": "MANISTIQUE", "state": "MI", "zip": "49854", "phone": "9063418401"}, "mail-address": {"street1": "130 S CEDER ST", "street2": "P O BOX 369", "city": "MANISTIQUE", "state": "MI", "zip": "49854"}}
================================================================================
     As filed with the Securities and Exchange Commission on April 8, 1999 -
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       NORTH COUNTRY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Michigan                                       38-2062816
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               130 South Cedar Street, Manistique, Michigan 49854
               (Address of Principal Executive Offices) (Zip Code)

      North Country Financial Corporation 1997 Directors' Stock Option Plan
                            (Full Title of the Plan)

       Ronald G. Ford, 130 South Cedar Street, Manistique, Michigan 49854,
                                 (906) 341-8401
 (Name, address and telephone number, including area code of agent for service)

                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock              100,000 Shares(1)           $25.00              $2,500,000               $738
=======================================================================================================================
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the North Country Financial  Corporation Stock  Compensation Plan
         (the   "Plan").   This   Registration   Statement   also   covers  such
         indeterminable additional number of shares as may be issuable under the
         Plan by reason of adjustments  in the number of shares covered  thereby
         as described in the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only, the price shown is based upon the price of $25.00 per share,  the
         most recent trade, on April 6, 1999, in accordance with Rule 457(h).

                            ------------------------
Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration
Statement shall cover such additional  securities as may be offered or issued to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     North Country Financial  Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:

          (a) The  Annual  Report on Form 10-K for the year ended  December  31,
     1998,  containing audited consolidated  financial statements of the Company
     as of December 31, 1998 and December 31, 1997, and for each of the years in
     the three-year period ended December 31, 1998.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal  year  ended  December  31,  1998,  covered  by the  document
     referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The text  disclosed  under the  heading  "Description  of Capital  Stock --
Common Stock" contained in the Company's Registration Statement on Form S-2 (SEC
File No. 333-06017) which was filed with the Securities and Exchange  Commission
on or about July 19, 1996, is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought

                                       S-1
determines upon application that, despite such adjudication,  but in view of all
the  circumstances of the case, the person is fairly and reasonably  entitled to
indemnity for reasonable expenses as the court deems proper. In addition, to the
extent  that any such  person is  successful  in the  defense  of any such legal
proceeding,  the Company is required by the MBCA to indemnify him or her against
expenses,  including  attorneys' fees, that are actually and reasonably incurred
by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

          (a) 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,  represents a  fundamental  change in the  information  set
          forth in the registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          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 by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) 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.

          (c) 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.

     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

                                       S-2
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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  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 a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                       S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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  Manistique,  State of Michigan,  on the 31st day of
March, 1999.

                                       NORTH COUNTRY FINANCIAL CORPORATION

                                       By  /s/ Ronald G. Ford   
                                           Ronald G. Ford, President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Ronald G. Ford and Sherry L. Littlejohn, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below on March 31, 1999, by the following
persons in the capacities indicated.

      Signatures                               Title

/s/ Ronald G. Ford                     President, Chief Executive 
Ronald G. Ford                         Officer and a Director
                                       (principal executive officer)

/s/ Sherry L. Littlejohn               Executive Vice President, Chief Operating
Sherry L. Littlejohn                   Officer, Treasurer and a Director

______________________________         Director
Charles B. Beaulieu

______________________________         Director
Bernard A. Bouschor

______________________________         Director
C. Ronald Dufina

                                       S-4
Signatures                                 Title

/s/ Stanley J. Gerou, II                 Director      
Stanley J. Gerou, II

__________________________________       Director
Michael C. Henricksen

/s/ Thomas G. King                       Director
Thomas G. King

/s/ John D. Lindroth                     Director
John D. Lindroth

/s/ John P. Miller                       Director
John P. Miller

                                       S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4      North Country Financial Corporation 1997 Director's Stock Option
               Plan, incorporated by reference to Appendix B to the Registrant's
               Proxy Statement dated March 14, 1997.

Exhibit 5      Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)  Consent of Wipfli Ullrich Bertelson LLP - included on page S-5
               hereof

Exhibit 23(b)  Consent of Varnum, Riddering, Schmidt & Howlett LLP-included in
               Exhibit 5

Exhibit 24     Power of Attorney - included on page S-4 hereof

::ODMA\PCDOCS\GRR\272622\1

                                       S-6
Exhibit 5

                                 April 8, 1999

North Country Financial Corporation
130 South Cedar Street
Manistique, Michigan 49854

         Re:      Registration Statement on Form S-8 Relating to the
                  North Country Financial Corporation 1997 Directors' Stock
                  Option Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),   filed  by  North  Country  Financial   Corporation,   a  Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering  under the  Securities  Act of 1933, as amended,  100,000
shares of the Company's common stock for issuance pursuant to the Company's 1997
Directors'  Stock Option Plan (the "Plan"),  we have examined such documents and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 100,000 shares covered by the Registration  Statement,  upon the exercise of
stock options, at the prices described in the Registration  Statement,  and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
North Country Financial Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference in this  registration  statement of our report dated January 29, 1999,
included in North Country Financial Corporation's Annual Report on Form 10-K for
the year ended  December 31, 1998, and to all references to our firm included in
this registration statement.

                                         /s/ Wipfli Ullrich Bertelson LLP
                                             Wipfli Ullrich Bertelson LLP

Appleton, Wisconsin
March 29, 1999

                                       S-8