33 -

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          SIGNET BANKING CORPORATION
            (Exact name of registrant as specified in its charter)


VIRGINIA                                       54-6037910
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)


                            7 North Eighth Street
                          Richmond, Virginia  23219
                                (804) 771-7416
              (Address, including zip code and telephone number,
                       of Principal Executive Offices)

                          SIGNET BANKING CORPORATION
                          1994 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           Sara R. Wilson, Esquire
                 Executive Vice President and General Counsel
                          Signet Banking Corporation
                            7 North Eighth Street
                          Richmond, Virginia  23219
                                (804) 771-7416
                   (Name, address, including zip code, and
         telephone number, including area code, of agent for service)

                                   Copy to
                      Wellford L. Sanders, Jr., Esquire
                    McGuire, Woods, Battle & Boothe, L.L.P.
                               One James Center
                          Richmond, Virginia  23219


Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.


                       CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed
Title of                      Maximum        Maximum
Securities       Amount       Offering       Aggregate      Amount of
to be            to be        Price Per      Offering       Registration
Registered       Registered   Share          Price          Fee

Common Stock
$5.00 par
value            300,000 (1)  $30.8125 (2)   $9,243,750     $3,188.00

Rights to
Purchase
Series A
Junior
Participating
Preferred
Stock, $20.00
par value (3)    300,000 (1)       N/A            N/A       $100.00

     (1)  Represents the maximum number of shares of Common Stock of Signet
Banking Corporation (the "Company") that may be offered and sold hereunder.

     (2)  Estimated solely for purposes of calculating the registration
fee.  Based on the average of the high and low prices for the Common Stock
reported on the New York Stock Exchange on January 23, 1995.

     (3)  The Rights to purchase Series A Junior Participating Preferred
Stock will be attached to and will trade with shares of the Common Stock of
the Registrant.  Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock of the
Registrant.  The fee paid represents the minimum statutory fee pursuant to
Section 6(b) of the Securities Act of 1933.

<PAGE>

                                   PART II.

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The Company and the Signet Banking Corporation 1994 Stock Incentive Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed below which have been filed with the Securities and
Exchange Commission.

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act which contains, either
directly or by incorporation by reference, audited financial statements for
the Company's latest fiscal year for which such statements have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (a) above.

     (c)  The Company's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the latest annual meeting of its
shareholders, and any definitive proxy statements so filed in connection with
any subsequent special meetings of its shareholders.

     (d)  The description of the class of securities to be offered which is
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

     Each document or report subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a posteffective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.  Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of
the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.

Item 5.   Interests of Named Experts and Counsel

     Certain legal matters in connection with the Signet Banking Corporation
1994 Stock Incentive Plan and the Common Stock offered hereby are being passed
upon for the Company by the law firm of McGuire, Woods, Battle & Boothe, L.L.P.

     The consolidated financial statements of the Company, as of December 31,
1993 and 1992, and for each of the three years in the period ended December
31, 1993, incorporated by reference in the Company's Annual Report on Form
10-K have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

Item 6.   Indemnification of Directors and Officers

     Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation.  Indemnification is also authorized with respect to a
criminal action or proceeding where the person had no reasonable cause to
believe that his or her conduct was unlawful.  Article 9 of the Virginia Stock
Corporation Act provides limitations on damages by officers and directors,
except in cases of willful misconduct or knowing violation of the criminal
law.

     The registrant's Restated Articles of Incorporation, as amended, provide
for mandatory indemnification of any director or officer of the registrant who
is or was a party to any proceeding by reason of the fact that he or she is or
was a director or officer of the registrant or is or was serving the
registrant or any other legal entity in any capacity at the request of the
registrant while a director or officer of the registrant against all
liabilities and expenses incurred in the proceeding, except such liabilities
and expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law.

     The registrant's Restated Articles of Incorporation, as amended, also
provide that in every instance permitted under Virginia corporate law in
effect from time to time, the liability of a director or officer of the
registrant to the registrant or its shareholders shall not exceed one dollar.

     The registrant maintains a standard policy of officers' and directors'
liability insurance.

Item 8.   Exhibits

     See Index to Exhibits.

Item 9.   Undertakings

     The undersigned registrant hereby undertakes or acknowledges:

     (a)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (1)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (i) 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;

              (ii) 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 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 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 posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

<PAGE>
                                  SIGNATURES

The Registrant.

     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 Richmond, Commonwealth of Virginia,
on January 24, 1995.

                             SIGNET BANKING CORPORATION
                             Registrant


                             By:     /s/ Sara R. Wilson, Esquire
                                Sara R. Wilson, Esquire
                                Corporate Secretary

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on January 24, 1995.

                             Chairman of the Board, Chief
                             Executive Officer, and Director
/s/ Robert M. Freeman        (Principal Executive Officer)
Robert M. Freeman


                             President, Chief Operating
/s/ Malcolm S. McDonald      Officer and Director
Malcolm S. McDonald

                             Senior Executive Vice President and
                             Chief Financial Officer
/s/ Wallace B. Millner, III  (Principal Financial Officer)
Wallace B. Millner, III



/s/ J. Henry Butta           Director
J. Henry Butta


/s/ Norwood H. Davis, Jr.    Director
Norwood H. Davis, Jr.


/s/ William C. DeRusha       Director
William C. DeRusha


/s/ Bruce C. Gottwald, Jr.   Director
Bruce C. Gottwald, Jr.


/s/ William R. Harvey        Director
William R. Harvey

                             Director
Elizabeth G. Helm


/s/ Robert M. Heyssel        Director
Robert M. Heyssel

                             Director
Henry A. Rosenberg, Jr.

/s/ Louis B. Thalheimer      Director
Louis B. Thalheimer

/s/ Stanley I. Westreich     Director
Stanley I. Westreich

<PAGE>

The Plan.
     Pursuant to the requirements of the Securities Act of 1933, the members
of the plan Committee have 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 January 24, 1995.

                             SIGNET BANKING CORPORATION
                             1994 STOCK INCENTIVE PLAN



                             By: /s/ William R. Harvey, Ph.D.
                                 William R. Harvey, Ph.D.
                                 Chairman of the Plan
                                 Administration Committee
<PAGE>

                                Exhibit Index


The following exhibits are filed herewith as part of this Registration
Statement:


Exhibit
  No.

 5.1        Opinion and Consent of McGuire, Woods,
            Battle & Boothe, L.L.P., Counsel to the
            Company as to the validity of the Common
            Stock offered hereunder

24.1        Consent of Independent Auditors

24.2        Consent of McGuire, Woods, Battle & Boothe, L.L.P.,
            (included in Exhibit 5.1)

28.1        Signet Banking Corporation
            1994 Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15267}]
{"company-data": {"conformed-name": "SIGNET BANKING CORP", "cik": "0000009659", "assigned-sic": "6022", "irs-number": "546037910", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57455", "film-number": "95503144"}, "business-address": {"street1": "7 N EIGHTH ST", "street2": "PO BOX 25970", "city": "RICHMOND", "state": "VA", "zip": "23260", "phone": "8047472000"}, "mail-address": {"street1": "7 N EIGHTH ST", "street2": "PO BOX 25970", "city": "RICHMOND", "state": "VA", "zip": "23260"}, "former-company": [{"former-conformed-name": "BANK OF VIRGINIA CO", "date-changed": "19860717"}, {"former-conformed-name": "VIRGINIA COMMONWEALTH BANKSHARES INC", "date-changed": "19721020"}, {"former-conformed-name": "VIRGINIA COMMONWEALTH CORP", "date-changed": "19701113"}]}
33 -

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          SIGNET BANKING CORPORATION
            (Exact name of registrant as specified in its charter)

VIRGINIA                                       54-6037910
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)

                            7 North Eighth Street
                          Richmond, Virginia  23219
                                (804) 771-7416
              (Address, including zip code and telephone number,
                       of Principal Executive Offices)

                          SIGNET BANKING CORPORATION
                          1994 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           Sara R. Wilson, Esquire
                 Executive Vice President and General Counsel
                          Signet Banking Corporation
                            7 North Eighth Street
                          Richmond, Virginia  23219
                                (804) 771-7416
                   (Name, address, including zip code, and
         telephone number, including area code, of agent for service)

                                   Copy to
                      Wellford L. Sanders, Jr., Esquire
                    McGuire, Woods, Battle & Boothe, L.L.P.
                               One James Center
                          Richmond, Virginia  23219

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.

                       CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed
Title of                      Maximum        Maximum
Securities       Amount       Offering       Aggregate      Amount of
to be            to be        Price Per      Offering       Registration
Registered       Registered   Share          Price          Fee

Common Stock
$5.00 par
value            300,000 (1)  $30.8125 (2)   $9,243,750     $3,188.00

Rights to
Purchase
Series A
Junior
Participating
Preferred
Stock, $20.00
par value (3)    300,000 (1)       N/A            N/A       $100.00

     (1)  Represents the maximum number of shares of Common Stock of Signet
Banking Corporation (the "Company") that may be offered and sold hereunder.

     (2)  Estimated solely for purposes of calculating the registration
fee.  Based on the average of the high and low prices for the Common Stock
reported on the New York Stock Exchange on January 23, 1995.

     (3)  The Rights to purchase Series A Junior Participating Preferred
Stock will be attached to and will trade with shares of the Common Stock of
the Registrant.  Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock of the
Registrant.  The fee paid represents the minimum statutory fee pursuant to
Section 6(b) of the Securities Act of 1933.
PART II.

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The Company and the Signet Banking Corporation 1994 Stock Incentive Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed below which have been filed with the Securities and
Exchange Commission.

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act which contains, either
directly or by incorporation by reference, audited financial statements for
the Company's latest fiscal year for which such statements have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (a) above.

     (c)  The Company's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the latest annual meeting of its
shareholders, and any definitive proxy statements so filed in connection with
any subsequent special meetings of its shareholders.

     (d)  The description of the class of securities to be offered which is
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

     Each document or report subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a posteffective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.  Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of
the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.

Item 5.   Interests of Named Experts and Counsel

     Certain legal matters in connection with the Signet Banking Corporation
1994 Stock Incentive Plan and the Common Stock offered hereby are being passed
upon for the Company by the law firm of McGuire, Woods, Battle & Boothe, L.L.P.

     The consolidated financial statements of the Company, as of December 31,
1993 and 1992, and for each of the three years in the period ended December
31, 1993, incorporated by reference in the Company's Annual Report on Form
10-K have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

Item 6.   Indemnification of Directors and Officers

     Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation.  Indemnification is also authorized with respect to a
criminal action or proceeding where the person had no reasonable cause to
believe that his or her conduct was unlawful.  Article 9 of the Virginia Stock
Corporation Act provides limitations on damages by officers and directors,
except in cases of willful misconduct or knowing violation of the criminal
law.

     The registrant's Restated Articles of Incorporation, as amended, provide
for mandatory indemnification of any director or officer of the registrant who
is or was a party to any proceeding by reason of the fact that he or she is or
was a director or officer of the registrant or is or was serving the
registrant or any other legal entity in any capacity at the request of the
registrant while a director or officer of the registrant against all
liabilities and expenses incurred in the proceeding, except such liabilities
and expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law.

     The registrant's Restated Articles of Incorporation, as amended, also
provide that in every instance permitted under Virginia corporate law in
effect from time to time, the liability of a director or officer of the
registrant to the registrant or its shareholders shall not exceed one dollar.

     The registrant maintains a standard policy of officers' and directors'
liability insurance.

Item 8.   Exhibits

     See Index to Exhibits.

Item 9.   Undertakings

     The undersigned registrant hereby undertakes or acknowledges:

     (a)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (1)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (i) 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;

              (ii) 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 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 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 posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  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 Exchange Act, and each filing of the 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 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 the 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

The Registrant.

     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 Richmond, Commonwealth of Virginia,
on January 24, 1995.

                             SIGNET BANKING CORPORATION
                             Registrant

                             By:     /s/ Sara R. Wilson, Esquire
                                Sara R. Wilson, Esquire
                                Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on January 24, 1995.

                             Chairman of the Board, Chief
                             Executive Officer, and Director
/s/ Robert M. Freeman        (Principal Executive Officer)
Robert M. Freeman

                             President, Chief Operating
/s/ Malcolm S. McDonald      Officer and Director
Malcolm S. McDonald

                             Senior Executive Vice President and
                             Chief Financial Officer
/s/ Wallace B. Millner, III  (Principal Financial Officer)
Wallace B. Millner, III

/s/ J. Henry Butta           Director
J. Henry Butta

/s/ Norwood H. Davis, Jr.    Director
Norwood H. Davis, Jr.

/s/ William C. DeRusha       Director
William C. DeRusha

/s/ Bruce C. Gottwald, Jr.   Director
Bruce C. Gottwald, Jr.

/s/ William R. Harvey        Director
William R. Harvey

                             Director
Elizabeth G. Helm

/s/ Robert M. Heyssel        Director
Robert M. Heyssel

                             Director
Henry A. Rosenberg, Jr.

/s/ Louis B. Thalheimer      Director
Louis B. Thalheimer

/s/ Stanley I. Westreich     Director
Stanley I. Westreich
The Plan.
     Pursuant to the requirements of the Securities Act of 1933, the members
of the plan Committee have 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 January 24, 1995.

                             SIGNET BANKING CORPORATION
                             1994 STOCK INCENTIVE PLAN

                             By: /s/ William R. Harvey, Ph.D.
                                 William R. Harvey, Ph.D.
                                 Chairman of the Plan
                                 Administration Committee
Exhibit Index

The following exhibits are filed herewith as part of this Registration
Statement:

Exhibit
  No.

 5.1        Opinion and Consent of McGuire, Woods,
            Battle & Boothe, L.L.P., Counsel to the
            Company as to the validity of the Common
            Stock offered hereunder

24.1        Consent of Independent Auditors

24.2        Consent of McGuire, Woods, Battle & Boothe, L.L.P.,
            (included in Exhibit 5.1)

28.1        Signet Banking Corporation
            1994 Stock Incentive Plan