<HTML><HEAD><TITLE></TITLE></HEAD><BODY>
<P align=center>As filed with the Securities and Exchange Commission on December 6, 2001</P>
<P align=RIGHT>Registration No. 333-</P>
<HR WIDTH=100% NOSHADE>

<H2 ALIGN=CENTER>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</H2>
<P align=center>Washington, D.C. 20549</P>
<HR WIDTH=20% NOSHADE>

<H2 ALIGN=CENTER>FORM S-8</H2>

<H2 ALIGN=CENTER>REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933</H2>
<HR WIDTH=20% NOSHADE>
<H2 ALIGN=CENTER>RIGGS
NATIONAL CORPORATION</H2>
<P ALIGN=CENTER>(Exact name of registrant as specified in its charter)</P>

<P ALIGN=CENTER><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;52-1217953</B><br>
<P ALIGN=CENTER>(State or other jurisdiction of incorporation or organization)&nbsp;&nbsp;&nbsp;&nbsp;(I.R.S. Employer Identification No.)</P><BR>
<P ALIGN=CENTER><B>1503 Pennsylvania Avenue, N.W.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></P>
<P ALIGN=CENTER><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Washington, D.C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20005</B></P>
<P ALIGN=CENTER>(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip code)</P>

<H2 ALIGN=CENTER>RIGGS NATIONAL
CORPORATION</H2>
<H2 ALIGN=CENTER>EXECUTIVE
DEFERRED COMPENSATION PLAN</H2>
<P ALIGN=CENTER>(Full title of the plan)</P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>JOSEPH M. CAHILL,
ESQ.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>General
Counsel</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Riggs
National Corporation</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>800 17th
Street, N.W.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington,
D.C. 20006</FONT></H1>
<P ALIGN=CENTER>(Name and address of agent for service)</P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(202)
835-6709</FONT></H1>
<P ALIGN=CENTER>(Telephone number, including area code, of agent for service) </P>
<HR WIDTH=20% NOSHADE>
<P ALIGN=CENTER><I>Copy of all communications to:</I></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Frank G.
Zarb, Jr., Esq.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Morgan,
Lewis &amp; Bockius LLP</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1600 Tysons
Boulevard</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>McLean,
Virginia 22102-4824</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(703)
918-1000</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION
OF REGISTRATION FEE</FONT></H1>

<PRE>
============================ ========================= ========================== ========================= =========================
                                                           Proposed Maximum           Proposed Maximum
    Title of securities            Amount to be             Offering Price               Aggregate                 Amount of
   to be registered (1)           Registered (1)               Per Share             Offering Price (2)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------- -------------------------
Deferred Compensation               $5,000,000                   100%                    $5,000,000                 $1,195
Obligations (payable in
cash)
============================ ========================= ========================== ========================= =========================
</PRE>
<P ALIGN=left>(1)  The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future
in accordance with the terms of the Riggs National Corporation Executive Deferred Compensation Plan resulting from participant
deferrals.</P>
<P ALIGN=left>(2)  Estimated solely for the purpose of calculating the registration fee.</P>

<HR WIDTH=100% NOSHADE>



<PAGE>


<H2 ALIGN=CENTER>PART I</H2>
<H2 ALIGN=CENTER>INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS</H2>

<P ALIGN=LEFT><B>Item 1.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Plan Information. *</P>

<P ALIGN=LEFT><B>Item 2.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registrant Information and Employee Plan Annual Information. *</P>
<HR WIDTH=50% ALIGN=LEFT NOSHADE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
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 under
the Securities Act of 1933, as amended, and the Introductory Note to Part I of
Form S-8. </FONT></P>


<PAGE>



<H2 ALIGN=CENTER>PART II</H2>
<H2 ALIGN=CENTER>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</H2>

<H3 ALIGN=LEFT>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Incorporation of Documents by Reference.</U></H3>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The following  documents filed with the U.S.  Securities and Exchange  Commission (the  "Commission") by Riggs National
Corporation (the "Registrant")  (File No. 0-9756) pursuant to the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this Form S-8 Registration Statement (the "Registration Statement") and made a part hereof:</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; and</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;The  Registrant's  Quarterly  Reports  on Forms 10-Q for the  periods  ended  March 31,  2001,  June 30,  2001 and
September 30, 2001.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;All documents and reports filed by the  Registrant  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act
after the date of this  Registration  Statement,  and prior to the filing of a  post-effective  amendment  which  indicates that all
securities  offered  hereby  have been  sold or which  deregisters  all  securities  then  remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of filing of such  documents  or  reports.  Any  statement
contained in a document or report  incorporated or deemed to be  incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of  this  Registration  Statement  to the  extent  that a  statement  contained  herein  or in any  other
subsequently  filed  document  which also is or is deemed to be  incorporated  by  reference  herein  modifies  or  supersedes  such
statement.  Any such  statement so modified  shall not be deemed to  constitute a part of the  Registration  Statement  except as so
modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.</P>

<H3 ALIGN=LEFT>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Description of Securities.</U></H3>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;Under
the Riggs National Corporation Executive Deferred Compensation Plan (the
"Plan"), the Registrant will provide participants the opportunity to
defer up to 40% of their base salary and up to 100% of their bonus and
supplemental wages, which includes long-term and incentive compensation and
commissions as specified in the Plan. </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;
The
obligations of the Registrant under the Plan (the "Obligations") will
be unsecured general obligations of the Registrant to pay the deferred
compensation and earnings thereon in the future in accordance with the terms of
the Plan, and will rank pari passu with the other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. Accordingly,
because the Registrant is a bank holding company, the right of the Registrant
(including participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Registrant itself as a creditor of the
subsidiary may be recognized. In the event of a liquidation or other resolution
of an insured depository institution subsidiary, the claims of depositors and
other general or subordinated creditors are entitled to a priority of payment
over the claims of holders of any obligation of the institution to its
stockholders, including any depository institution holding company (such as the
Registrant) or any stockholder or creditor thereof. Under Federal Reserve Board
policy, a bank holding company is expected to act as a source of financial
strength to its banking subsidiaries and commit resources to its support. Such
support may be required at times when, absent this policy, a holding company may
not be inclined to provide it. A bank holding company in certain circumstances
could be required to guarantee the capital plan of an undercapitalized banking
subsidiary.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;In
the event of a bank holding company&#146;s bankruptcy under Chapter 11 of the
U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is required
to cure immediately any deficit under any commitment by the debtor holding
company to any of the federal banking agencies to maintain the capital of an
insured depository institution, and any claim for the breach of such obligation
will generally have priority over most other unsecured claims.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The
banking regulatory agencies are permitted, or in certain cases, required to take
certain actions (&#147;Prompt Corrective Action&#148;) with respect to
institutions falling within undercapitalized categories. The agencies&#146;
powers include, among others, prohibiting the holding company from making
distributions without prior regulatory approval, placing additional restrictions
on transactions with affiliates, and, in the most severe cases, appointing a
conservator or receiver for the institution. If a bank holding company
guarantees a capital restoration plan of a banking institution, such guarantee
is entitled to a priority in payment in bankruptcy.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The
amount of compensation to be deferred by each participant will be determined in
accordance with the Plan based on elections by each participant. In general,
Obligations will be payable upon or following termination of employment,
retirement, and other events, in accordance with the terms of the Plan. The
Obligations will be indexed to one or more deemed investment funds individually
chosen by each participant from the list of such funds available from time to
time. Each participant&#146;s Obligations will be adjusted to reflect the
investment experience of the deemed investment fund or funds, including any
appreciation or depreciation. </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;A
participant&#146;s right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution. </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. A trustee has
been appointed to make payments from a trust, which is established for the
benefit of the Registrant (and its general creditors), to participants in
accordance with the trust agreement, the terms of the Plan and each
participant&#146;s elections. Each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon default. </P>
<PAGE>
<H3 ALIGN=LEFT>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and Counsel.</U></H3>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<H3 ALIGN=LEFT>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
of Directors and Officers.</U></H3>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the General Corporation Law of the State of Delaware,  Article Eleventh of the Registrant's  Certificate
of  Incorporation  and Section 14.1 of the  Registrant's  Bylaws  provide for  indemnification  of the  Registrant's  directors  and
officers in a variety of circumstances  which may include  liabilities under the Securities Act of 1933, as amended (the "Securities
Act").</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The general effect of the provisions in the Registrant's  Certificate of Incorporation and Delaware General Corporation
Law is to provide that the Registrant  shall indemnify its directors and officers  against  expenses  (including  attorneys'  fees),
judgments,  fines and  amounts  paid in  settlement  actually  and  reasonably  incurred by them in  connection  with the defense or
settlement of any judicial or  administrative  proceedings  in which they become  involved by reason of their status as directors or
officers of the  Registrant,  if they acted in good faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the  Registrant,  and, with respect to any criminal action or proceeding,  had no reasonable  cause to believe
his or her conduct was  unlawful.  With respect to legal  proceedings  by or in the right of the  Registrant  in which a director or
officer is adjudged  liable for improper  performance  of his or her duty to the  Registrant or another  enterprise  which he or she
served in a similar  capacity at the request of the Registrant,  indemnification  is limited by such provisions to that amount which
is  permitted  by the court.  In  addition,  the  Registrant  has  purchased  insurance  as  permitted  by Delaware law on behalf of
directors, officers, employees or agents, which may cover liabilities under the Securities Act.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;In addition,  Article  Eleventh of the  Registrant's  Certificate  of  Incorporation  provides  that no director of the
Registrant will be personally  liable to the Registrant or its  stockholders  for monetary damages for breach of fiduciary duty as a
director.  This  provision  does not  eliminate or limit the  liability  of a director  for:  (i) breach of the  director's  duty of
loyalty to the corporation or its stockholders;  (ii) acts or omissions not in good faith or that involve intentional  misconduct or
a knowing  violation of law; (iii) willful or negligent  conduct in paying illegal  dividends or improperly  purchasing or redeeming
the Registrant's own stock; or (iv) any transaction in which the director obtains an improper personal benefit.</P>

<H3 ALIGN=LEFT>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed.</U></H3>
<PAGE>
<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<H3 ALIGN=LEFT>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibits.</U></H3>

<PRE>
      Exhibit Numbers                                                Exhibit
----------------------------- --------------------------------------------------------------------------------------
             5.1              Opinion of Morgan, Lewis &amp; Bockius LLP (filed herewith).

            23.1              Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

            23.2              Consent of Morgan, Lewis &amp; Bockius LLP (filed as part of Exhibit 5.1).

            24.1              Power of Attorney (filed herewith).

            99.1              Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).

            99.2              Trust under the Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).
</PRE>
<H3 ALIGN=LEFT>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Undertakings.</U></H3>

<P ALIGN=LEFT>The undersigned Registrant hereby undertakes:</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the prospectus  any facts or events  arising after the effective  date of the  Registration
Statement (or the most recent  post-effective  amendment thereof) which,  individually or in the aggregate,  represent a fundamental
change in the  information  set forth in the  Registration  Statement.  Notwithstanding  the foregoing,  any increase or decrease in
volume of securities  offered (if the total dollar value of securities  offered would not exceed that which was  registered) and any
deviation from the low or high end of the estimated  maximum  offering  range may be reflected in the form of prospectus  filed with
the  Commission  pursuant to Rule 424(b) if, in the  aggregate,  the changes in volume and price  represent  no more than 20 percent
change  in the  maximum  aggregate  offering  price  set forth in the  "Calculation  of  Registration  Fee"  table in the  effective
registration statement.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;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;</P>
<PAGE>
<P ALIGN=LEFT><I>provided, however</I>,
that subparagraphs (1)(i) and (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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement. </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;
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 <I>bona fide</I>
offering thereof.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;
To remove from registration by means of a post-effective amendment any of the
securities being registered that remain unsold at the termination of the
offering. </P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 <I>bona fide</I>
offering thereof.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;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 foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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
Securities Act and will be governed by the final adjudication of such issue.</P>


<PAGE>



<H2 ALIGN=CENTER>SIGNATURES</H2>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;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 Washington, D.C. on
this 5th day of December, 2001.</P>

<PRE>
                                                RIGGS NATIONAL CORPORATION



                                                By:/S/ Robert L. Allbritton
                                                   ------------------------
                                             Name:     Robert L. Allbritton
                                             Title:    Chairman of the Board and
                                                       Chief Executive Officer
</PRE>
<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated: </P>

<PRE>
Name                                                Title                                  Date
----                                                -----                                  ----


/S/ ROBERT L. ALLBRITTON                            Chairman of the Board and Chief        December 5, 2001
----------------------------------------------
Robert L. Allbritton                           Executive Officer
                                                    (Principal Executive Officer)

            *                                       Senior Chairman of the Board           December 5, 2001
----------------------------------------------
Joe L. Allbritton


            *                                       Vice Chairman of the Board             December 5, 2001
----------------------------------------------
Robert L. Sloan


            *                                       President, Director                    December 5, 2001
----------------------------------------------
Timothy C. Coughlin

/S/ Steven T. Tamburo                               Treasurer                              December 5, 2001
----------------------------------------------      (Principal Financial and Accounting
    Steven T. Tamburo                                Officer)


</PRE>

<PAGE>


<PRE>
Name                                                Title                                  Date
----                                                -----                                  ----

            *                                       Director                               December 5, 2001
----------------------------------------------
J. Carter Beese, Jr.

            *                                       Director                               December 5, 2001
----------------------------------------------
Charles A. Camalier, III

            *                                       Director                               December 5, 2001
----------------------------------------------
Lawrence I. Hebert

            *                                       Director                               December 5, 2001
----------------------------------------------
Steven B. Pfeiffer

            *                                       Director                               December 5, 2001
----------------------------------------------
Jack Valenti

            *                                       Director                               December 5, 2001
----------------------------------------------
William L. Walton

            *                                       Director                               December 5, 2001
----------------------------------------------
Eddie N. Williams

* Joseph M.  Cahill,  by signing his name  hereto,  signs this  document on behalf of each of the persons  indicated  by an asterisk
above pursuant to powers of attorney duly executed by such persons and filed herewith with the Commission.


                                       /S/ Joseph M. Cahill
                                       --------------------------------------
Joseph M. Cahill, Attorney-in-Fact

</PRE>

<PAGE>





<H2 ALIGN=CENTER>INDEX TO EXHIBITS</H2>

<PRE>
      Exhibit Numbers                                                Exhibit
----------------------------- --------------------------------------------------------------------------------------
             5.1              Opinion of Morgan, Lewis &amp; Bockius LLP (filed herewith).

            23.1              Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

            23.2              Consent of Morgan, Lewis &amp; Bockius LLP (filed as part of Exhibit 5.1).

            24.1              Power of Attorney (filed herewith).

            99.1              Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).

            99.2              Trust under the Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).

</PRE>
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As filed with the Securities and Exchange Commission on December 6, 2001
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
RIGGS
NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware                                                              52-1217953
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
1503 Pennsylvania Avenue, N.W.
Washington, D.C.                                                20005
(Address of principal executive offices)                        (Zip code)
RIGGS NATIONAL
CORPORATION
EXECUTIVE
DEFERRED COMPENSATION PLAN
(Full title of the plan)
JOSEPH M. CAHILL,
ESQ.
General
Counsel
Riggs
National Corporation
800 17th
Street, N.W.
Washington,
D.C. 20006
(Name and address of agent for service)
(202)
835-6709
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Frank G.
Zarb, Jr., Esq.
Morgan,
Lewis & Bockius LLP
1600 Tysons
Boulevard
McLean,
Virginia 22102-4824
(703)
918-1000
CALCULATION
OF REGISTRATION FEE
============================ ========================= ========================== ========================= =========================
                                                           Proposed Maximum           Proposed Maximum
    Title of securities            Amount to be             Offering Price               Aggregate                 Amount of
   to be registered (1)           Registered (1)               Per Share             Offering Price (2)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------- -------------------------
Deferred Compensation               $5,000,000                   100%                    $5,000,000                 $1,195
Obligations (payable in
cash)
============================ ========================= ========================== ========================= =========================
(1)  The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future
in accordance with the terms of the Riggs National Corporation Executive Deferred Compensation Plan resulting from participant
deferrals.
(2)  Estimated solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS
Item 1.
Plan Information. *
Item 2.
Registrant Information and Employee Plan Annual Information. *
*
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 under
the Securities Act of 1933, as amended, and the Introductory Note to Part I of
Form S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following  documents filed with the U.S.  Securities and Exchange  Commission (the  "Commission") by Riggs National
Corporation (the "Registrant")  (File No. 0-9756) pursuant to the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this Form S-8 Registration Statement (the "Registration Statement") and made a part hereof:
1.   The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; and
2.   The  Registrant's  Quarterly  Reports  on Forms 10-Q for the  periods  ended  March 31,  2001,  June 30,  2001 and
September 30, 2001.
All documents and reports filed by the  Registrant  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act
after the date of this  Registration  Statement,  and prior to the filing of a  post-effective  amendment  which  indicates that all
securities  offered  hereby  have been  sold or which  deregisters  all  securities  then  remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of filing of such  documents  or  reports.  Any  statement
contained in a document or report  incorporated or deemed to be  incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of  this  Registration  Statement  to the  extent  that a  statement  contained  herein  or in any  other
subsequently  filed  document  which also is or is deemed to be  incorporated  by  reference  herein  modifies  or  supersedes  such
statement.  Any such  statement so modified  shall not be deemed to  constitute a part of the  Registration  Statement  except as so
modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Under
the Riggs National Corporation Executive Deferred Compensation Plan (the
"Plan"), the Registrant will provide participants the opportunity to
defer up to 40% of their base salary and up to 100% of their bonus and
supplemental wages, which includes long-term and incentive compensation and
commissions as specified in the Plan.
The
obligations of the Registrant under the Plan (the "Obligations") will
be unsecured general obligations of the Registrant to pay the deferred
compensation and earnings thereon in the future in accordance with the terms of
the Plan, and will rank pari passu with the other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. Accordingly,
because the Registrant is a bank holding company, the right of the Registrant
(including participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Registrant itself as a creditor of the
subsidiary may be recognized. In the event of a liquidation or other resolution
of an insured depository institution subsidiary, the claims of depositors and
other general or subordinated creditors are entitled to a priority of payment
over the claims of holders of any obligation of the institution to its
stockholders, including any depository institution holding company (such as the
Registrant) or any stockholder or creditor thereof. Under Federal Reserve Board
policy, a bank holding company is expected to act as a source of financial
strength to its banking subsidiaries and commit resources to its support. Such
support may be required at times when, absent this policy, a holding company may
not be inclined to provide it. A bank holding company in certain circumstances
could be required to guarantee the capital plan of an undercapitalized banking
subsidiary.
In
the event of a bank holding company's bankruptcy under Chapter 11 of the
U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is required
to cure immediately any deficit under any commitment by the debtor holding
company to any of the federal banking agencies to maintain the capital of an
insured depository institution, and any claim for the breach of such obligation
will generally have priority over most other unsecured claims.
The
banking regulatory agencies are permitted, or in certain cases, required to take
certain actions ("Prompt Corrective Action") with respect to
institutions falling within undercapitalized categories. The agencies'
powers include, among others, prohibiting the holding company from making
distributions without prior regulatory approval, placing additional restrictions
on transactions with affiliates, and, in the most severe cases, appointing a
conservator or receiver for the institution. If a bank holding company
guarantees a capital restoration plan of a banking institution, such guarantee
is entitled to a priority in payment in bankruptcy.
The
amount of compensation to be deferred by each participant will be determined in
accordance with the Plan based on elections by each participant. In general,
Obligations will be payable upon or following termination of employment,
retirement, and other events, in accordance with the terms of the Plan. The
Obligations will be indexed to one or more deemed investment funds individually
chosen by each participant from the list of such funds available from time to
time. Each participant's Obligations will be adjusted to reflect the
investment experience of the deemed investment fund or funds, including any
appreciation or depreciation.
A
participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.
The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. A trustee has
been appointed to make payments from a trust, which is established for the
benefit of the Registrant (and its general creditors), to participants in
accordance with the trust agreement, the terms of the Plan and each
participant's elections. Each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon default.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification
of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware,  Article Eleventh of the Registrant's  Certificate
of  Incorporation  and Section 14.1 of the  Registrant's  Bylaws  provide for  indemnification  of the  Registrant's  directors  and
officers in a variety of circumstances  which may include  liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
The general effect of the provisions in the Registrant's  Certificate of Incorporation and Delaware General Corporation
Law is to provide that the Registrant  shall indemnify its directors and officers  against  expenses  (including  attorneys'  fees),
judgments,  fines and  amounts  paid in  settlement  actually  and  reasonably  incurred by them in  connection  with the defense or
settlement of any judicial or  administrative  proceedings  in which they become  involved by reason of their status as directors or
officers of the  Registrant,  if they acted in good faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the  Registrant,  and, with respect to any criminal action or proceeding,  had no reasonable  cause to believe
his or her conduct was  unlawful.  With respect to legal  proceedings  by or in the right of the  Registrant  in which a director or
officer is adjudged  liable for improper  performance  of his or her duty to the  Registrant or another  enterprise  which he or she
served in a similar  capacity at the request of the Registrant,  indemnification  is limited by such provisions to that amount which
is  permitted  by the court.  In  addition,  the  Registrant  has  purchased  insurance  as  permitted  by Delaware law on behalf of
directors, officers, employees or agents, which may cover liabilities under the Securities Act.
In addition,  Article  Eleventh of the  Registrant's  Certificate  of  Incorporation  provides  that no director of the
Registrant will be personally  liable to the Registrant or its  stockholders  for monetary damages for breach of fiduciary duty as a
director.  This  provision  does not  eliminate or limit the  liability  of a director  for:  (i) breach of the  director's  duty of
loyalty to the corporation or its stockholders;  (ii) acts or omissions not in good faith or that involve intentional  misconduct or
a knowing  violation of law; (iii) willful or negligent  conduct in paying illegal  dividends or improperly  purchasing or redeeming
the Registrant's own stock; or (iv) any transaction in which the director obtains an improper personal benefit.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit Numbers                                                Exhibit
----------------------------- --------------------------------------------------------------------------------------
             5.1              Opinion of Morgan, Lewis & Bockius LLP (filed herewith).

            23.1              Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

            23.2              Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5.1).

            24.1              Power of Attorney (filed herewith).

            99.1              Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).

            99.2              Trust under the Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).
Item 9.
Undertakings.
The undersigned Registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)    To reflect in the prospectus  any facts or events  arising after the effective  date of the  Registration
Statement (or the most recent  post-effective  amendment thereof) which,  individually or in the aggregate,  represent a fundamental
change in the  information  set forth in the  Registration  Statement.  Notwithstanding  the foregoing,  any increase or decrease in
volume of securities  offered (if the total dollar value of securities  offered would not exceed that which was  registered) and any
deviation from the low or high end of the estimated  maximum  offering  range may be reflected in the form of prospectus  filed with
the  Commission  pursuant to Rule 424(b) if, in the  aggregate,  the changes in volume and price  represent  no more than 20 percent
change  in the  maximum  aggregate  offering  price  set forth in the  "Calculation  of  Registration  Fee"  table in the  effective
registration statement.
(iii)    To include any material  information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the Registration Statement;
provided, however
,
that subparagraphs (1)(i) and (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 with or furnished to the Commission 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 that remain unsold at the termination of the
offering.
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 Section 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 this 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.
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 foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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
Securities Act and will be governed by the final adjudication of such issue.
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 Washington, D.C. on
this 5th day of December, 2001.
RIGGS NATIONAL CORPORATION

                                                By:/S/ Robert L. Allbritton
                                                   ------------------------
                                             Name:     Robert L. Allbritton
                                             Title:    Chairman of the Board and
                                                       Chief Executive Officer
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Name                                                Title                                  Date
----                                                -----                                  ----

/S/ ROBERT L. ALLBRITTON                            Chairman of the Board and Chief        December 5, 2001
----------------------------------------------
Robert L. Allbritton                           Executive Officer
                                                    (Principal Executive Officer)

            *                                       Senior Chairman of the Board           December 5, 2001
----------------------------------------------
Joe L. Allbritton

            *                                       Vice Chairman of the Board             December 5, 2001
----------------------------------------------
Robert L. Sloan

            *                                       President, Director                    December 5, 2001
----------------------------------------------
Timothy C. Coughlin

/S/ Steven T. Tamburo                               Treasurer                              December 5, 2001
----------------------------------------------      (Principal Financial and Accounting
    Steven T. Tamburo                                Officer)
Name                                                Title                                  Date
----                                                -----                                  ----

            *                                       Director                               December 5, 2001
----------------------------------------------
J. Carter Beese, Jr.

            *                                       Director                               December 5, 2001
----------------------------------------------
Charles A. Camalier, III

            *                                       Director                               December 5, 2001
----------------------------------------------
Lawrence I. Hebert

            *                                       Director                               December 5, 2001
----------------------------------------------
Steven B. Pfeiffer

            *                                       Director                               December 5, 2001
----------------------------------------------
Jack Valenti

            *                                       Director                               December 5, 2001
----------------------------------------------
William L. Walton

            *                                       Director                               December 5, 2001
----------------------------------------------
Eddie N. Williams

* Joseph M.  Cahill,  by signing his name  hereto,  signs this  document on behalf of each of the persons  indicated  by an asterisk
above pursuant to powers of attorney duly executed by such persons and filed herewith with the Commission.

                                       /S/ Joseph M. Cahill
                                       --------------------------------------
Joseph M. Cahill, Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Numbers                                                Exhibit
----------------------------- --------------------------------------------------------------------------------------
             5.1              Opinion of Morgan, Lewis & Bockius LLP (filed herewith).

            23.1              Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).

            23.2              Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5.1).

            24.1              Power of Attorney (filed herewith).

            99.1              Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).

            99.2              Trust under the Riggs National Corporation Executive Deferred Compensation Plan (filed herewith).