<PAGE>   1


 
                                               Registration No.__________



                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

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

                        EMPIRE BANC CORPORATION
        (Exact Name of Registrant as Specified in Its Charter)

           MICHIGAN                              38-2727982
   (State of Incorporation)          (IRS Employer Identification No.)

                          1227 E. Front Street
                     Traverse City, Michigan  49686
               (Address of Principal Executive Offices)

                          EMPIRE NATIONAL BANK
                SAVINGS, INVESTMENT AND RETIREMENT PLAN
                        (Full Title of the Plan)

                        William T. Fitzgerald, Jr.
                 Vice President and Secretary/Treasurer
                         Empire Banc Corporation
                          1227 E. Front Street
                     Traverse City, Michigan  49686
                            (616) 922-2111


         (Name, Address and Telephone Number of Agent for Service)
                               Copy to:

                         Melanie Mayo West, Esq.
                      Howard & Howard Attorneys, P.C.
                    1400 N. Woodward Avenue, Suite 101
                  Bloomfield Hills, Michigan  48304-2856
                            (248) 645-1483














<PAGE>   2
<TABLE>
<CAPTION>

                    CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                  Proposed      Proposed   
Title of                          Maximum       Maximum
Securities       Amount           Offering      Aggregate   Amount of
to be            to be            Price         Offering    Registration
Registered       Registered       Per Share     Price       Fee
--------------------------------------------------------------------------
<S>              <C>              <C>           <C>            <C>

Common Stock,
$5.00            50,000           $  45.00 (3)  $2,250,000 (3) $ 681.82 (3)
par value (1)    shares  (2)
                  
(1) Also includes an equal number of Rights to purchase shares of
    Registrant's Series A Junior Participating Preferred Stock, which
    Rights are not (a) separable from the shares of Common Stock; or (b)
    presently exercisable.

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

(3) Estimated in accordance with Rule 457(c) solely for the purpose of 
    calculating the amount of the registration fee, based on the $ 45.00
    average of the closing bid and ask prices for the Registrant's Common
    Stock on September 25, 1997.

</TABLE>
























<PAGE>   3

Part II.  Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant (File No. 0-15839) are incorporated
in this Registration Statement by reference:

(1)   the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1996; 
(2)   the Registrant's Quarterly Reports on Form 10-Q for the quarters
      ended March 31, 1997 and June 30, 1997;
(3)   all other reports filed by the Registrant pursuant to Section 13(a) 
      or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
      since December 31, 1996; and
(4)   the description of the Registrant's Common Stock, $5.00 par value, 
      contained in the Registrant's Registration Statement filed under the
      Exchange Act, and the description of the Registrant's Series A 
      Junior Participating Preferred Stock Purchase Rights, contained in
      the Registrant's Registration Statement on Form 8-A dated December
      20, 1990 filed under the Exchange Act, including any amendments or
      reports filed for the purpose of updating such descriptions.  


All documents filed by the Registrant pursuant to Sections 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 have been sold or which deregisters
all securities then 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
         Not applicable. 

Item 5.  Interests of Named Experts and Counsel
         Not applicable. 

Item 6.  Indemnification of Directors and Officers

Sections 551 through 569 of the Michigan Business Corporation Act (the
"Act") and Article 5 of the Registrant's Bylaws relate to indemnification
of the Registrant's directors and officers, among others, in a variety of
circumstances against liabilities arising in connection with the
performance of their duties.  The Registrant's Bylaws generally permit
indemnification to the same extent provided by the Act.

The Act provides for indemnification of directors and officers acting in
good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who
have no reasonable cause to believe their conduct to be unlawful) against
(i) expenses (including attorney's fees) and amounts paid in settlement
actually and reasonably incurred in connection with any threatened,
pending, or completed action, suit or proceeding (other than an action by,
or in the right of the Registrant) arising out of a position with the
Registrant (or with some other entity at the Registrant's request) and

<PAGE>   4

(ii) expenses (including attorney's fees) and amounts paid in settlement
actually and reasonably incurred in connection with threatened, pending,
or completed actions or suits by or in the right of the Registrant, unless
the director or officer is found liable to the Registrant and an
appropriate court does not determine that he or she is nevertheless fairly
and reasonably entitled to indemnity.  The Act requires indemnification
for expenses to the extent that a director or officer is successful in
defending against any such action, suit or proceeding, and otherwise
requires in general that the indemnification provided for in (i) and (ii)
above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made
parties to the action, suit, or proceeding, by a majority vote of a
committee of not less than two disinterested directors, by independent
legal counsel, by all independent directors not parties to or threatened
to be made parties to the action, suit or proceeding, or by the
shareholders, that the applicable standards of conduct were met.  In 
certain circumstances, the Act further permits advances to cover such
expenses before a final determination that indemnification is permissible,
upon receipt of an undertaking, which need not be secured, by or on behalf
of the directors or officers to repay such amounts unless it shall
ultimately be determined that they are entitled to indemnification.

Indemnification under the Act is not exclusive of other rights to 
indemnification to which a person may be entitled under the Articles of
Incorporation, the Bylaws or a contractual agreement.

The Act permits the Registrant to purchase insurance on behalf of its 
directors and officers against liabilities arising out of their positions
with the Registrant, whether or not such liabilities would be within the
foregoing indemnification provisions.  Pursuant to this authority, the
Registrant maintains such insurance on behalf of its directors and
officers. 

Item   7.  Exemption from Registration Claimed
           Not applicable.

Item   8.  Exhibits
           The following Exhibits are filed or incorporated by reference
           as part of this Registration Statement.

4.    (a)   Articles of Incorporation of Empire Banc Corporation 
            (incorporated by reference to Exhibit B to Registrant's
            definitive Proxy Statement filed March 27, 1994 in
            connection with Registrant's 1994 Annual Meeting of
            Shareholders).

      (b)   Bylaws of Empire Banc Corporation (incorporated by 
            reference to an exhibit to Registrant's Current Report on
            Form 8-K dated January 26, 1995).

      (c)   Rights Agreement dated December 19, 1990 between Registrant
            and Empire National Bank of Traverse City as Rights Agent 
            (incorporated by reference to an exhibit to Registrant's
            Current Report on Form 8-K dated December 19, 1990).



<PAGE>   5

5.    (a)   Opinion and Consent of Howard & Howard Attorneys, P.C.

      (b)   Determination letter issued by the Internal Revenue Service.

15.   Not applicable.

23.   (a)   Consent of Crowe, Chizek and Company LLP

      (b)   Consent of Howard & Howard Attorneys, P.C. (incorporated
            by reference to Exhibit 5 of this Registration Statement).

28.   Not applicable.

Item 9.     Undertakings

      (a)   The undersigned Registrant hereby undertakes:

           (1)   to file, during any period in which offers or sales are
                 being made, a post-effective amendment to this
                 Registration Statement:

                 (i)   to include any prospectus required by Section 
                       10(a)(3) of the Securities Act of 1933; 

                 (ii)  to reflect in the prospectus any facts or events
                       arising after the effective date of the 
                       registration statement (or the most recent post-
                       effective amendment thereof) which, individually 
                       or in the aggregate, represent a fundamental change
                       in the information set forth in the registration
                       statement; 

                 (iii)  to include any material information with respect
                        to the plan of distribution not previously
                        disclosed in the registration statement or any
                        material change to such information in the
                        registration statement; 

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)
                 (ii) do not apply if the 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 this
                 registration statement.

           (2)   that, for the purpose of determining any liability under
                 the Securities Act of 1933, each such post-effective 
                 amendment shall be deemed to be a new Registration
                 Statement relating to the securities offered therein,
                 and the offering of such securities at that time shall be
                 deemed to be the initial bona fide offering thereof.

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

<PAGE>   6

      (b)  The undersigned Registrant hereby certifies 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 15(d) of the Securities Exchange Act of 1934
           (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the
           Securities Exchange Act of 1934) that is incorporated by 
           reference in the Registration Statement shall be deemed to be
           a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.  

      (h)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, directors
           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 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>   7

                                    SIGNATURE

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 Traverse, State of Michigan,
on September 25, 1997.


                                   
                                   EMPIRE BANC CORPORATION


                                   By:    /s/ William T. Fitzgerald, Jr.
                                          _________________________________
                                          William T. Fitzgerald, Jr.
                                   Its:   Vice President and
                                          Secretary/Treasurer


                         POWER OF ATTORNEY

The undersigned officers and directors of Empire Banc Corporation, a 
Michigan corporation, do hereby constitute and appoint William T.
Fitzgerald, Jr., James E. Dutmers, Jr., Robert L. Israel and any one of
them, the lawful attorneys and agents or attorneys and agent, with power
and authority to do any and all acts and things and to execute any and all 
instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange 
Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement and to
any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereto, and
each of the undersigned hereby ratifies and confirms all that said
attorneys and agents or any of them shall do or cause to be done by virtue
hereof.  This Power of Attorney may be signed in several counterparts.














<PAGE>   8
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated below.  

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 25 day of September, 1997.
<TABLE>
       <S>                                         <C>
        /s/ James E. Dutmers, Jr.
       ___________________________________         Chairman and Chief
       James E. Dutmers, Jr.                       Executive Officer
                                                   (Principal Executive
                                                   Officer)
        /s/ Robert L. Israel
       ___________________________________         President and Chief
       Robert L. Israel                            Operating Officer 


        /s/ William T. Fitzgerald, Jr.
       ___________________________________         Chief Financial Officer
       William T. Fitzgerald, Jr.                  Secretary/Treasurer
                                                   (Principal Financial
                                                   and Accounting Officer)
 
        /s/ John R. Anderson
       __________________________________          Director
       John R. Anderson

       ___________________________________         Director
       Michael H. Dennos

        /s/ Don A. Good, M.D.
       ___________________________________         Director
       Don A. Good, M.D.

        /s/ Deborah J. Knudsen
       ___________________________________         Director
       Deborah J. Knudsen

        /s/ Thomas G. McIntyre
       ___________________________________         Director
       Thomas G. McIntyre

        /s/ Ronald G. Reffitt, Sr.
       ___________________________________         Director
       Ronald G. Reffitt, Sr.
          
       ___________________________________         Director
       John M. Rockwood, Jr.
       
        /s/ Laurence P. Skendzel, M.D.
       ___________________________________         Director
       Laurence P. Skendzel, M.D.

       ____________________________________        Director
       Louis A. Smith
</TABLE>

<PAGE>   9
                                EXHIBIT INDEX



Number

5(a)  Opinion of Howard & Howard Attorneys, P.C., including Consent

5(b)  Determination letter issued by the Internal Revenue Service

23(a) Consent of Crowe, Chizek and Company LLP
[{"type": "S-8", "sequence": "1", "description": "SAVINGS, INVESTMENT AND RETIREMENT PLAN", "secsgml_size_bytes": 18708}]
{"company-data": {"conformed-name": "EMPIRE BANC CORP", "cik": "0000810830", "assigned-sic": "6021", "irs-number": "382727982", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36759", "film-number": "97688563"}, "business-address": {"street1": "1227 FRONT STREET", "city": "TRAVERSE CITY", "state": "MI", "zip": "49686", "phone": "6169225864"}, "mail-address": {"street1": "1227 E FRONT ST", "city": "TRAVERSE", "state": "MI", "zip": "49684"}}
1

 
                                               Registration No.__________

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

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

                        EMPIRE BANC CORPORATION
        (Exact Name of Registrant as Specified in Its Charter)

           MICHIGAN                              38-2727982
   (State of Incorporation)          (IRS Employer Identification No.)

                          1227 E. Front Street
                     Traverse City, Michigan  49686
               (Address of Principal Executive Offices)

                          EMPIRE NATIONAL BANK
                SAVINGS, INVESTMENT AND RETIREMENT PLAN
                        (Full Title of the Plan)

                        William T. Fitzgerald, Jr.
                 Vice President and Secretary/Treasurer
                         Empire Banc Corporation
                          1227 E. Front Street
                     Traverse City, Michigan  49686
                            (616) 922-2111

         (Name, Address and Telephone Number of Agent for Service)
                               Copy to:

                         Melanie Mayo West, Esq.
                      Howard & Howard Attorneys, P.C.
                    1400 N. Woodward Avenue, Suite 101
                  Bloomfield Hills, Michigan  48304-2856
                            (248) 645-1483
2
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                  Proposed      Proposed   
Title of                          Maximum       Maximum
Securities       Amount           Offering      Aggregate   Amount of
to be            to be            Price         Offering    Registration
Registered       Registered       Per Share     Price       Fee
--------------------------------------------------------------------------
Common Stock,
$5.00            50,000           $  45.00 (3)  $2,250,000 (3) $ 681.82 (3)
par value (1)    shares  (2)
                  
(1) Also includes an equal number of Rights to purchase shares of
    Registrant's Series A Junior Participating Preferred Stock, which
    Rights are not (a) separable from the shares of Common Stock; or (b)
    presently exercisable.

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

(3) Estimated in accordance with Rule 457(c) solely for the purpose of 
    calculating the amount of the registration fee, based on the $ 45.00
    average of the closing bid and ask prices for the Registrant's Common
    Stock on September 25, 1997.
3

Part II.  Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant (File No. 0-15839) are incorporated
in this Registration Statement by reference:

(1)   the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1996; 
(2)   the Registrant's Quarterly Reports on Form 10-Q for the quarters
      ended March 31, 1997 and June 30, 1997;
(3)   all other reports filed by the Registrant pursuant to Section 13(a) 
      or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
      since December 31, 1996; and
(4)   the description of the Registrant's Common Stock, $5.00 par value, 
      contained in the Registrant's Registration Statement filed under the
      Exchange Act, and the description of the Registrant's Series A 
      Junior Participating Preferred Stock Purchase Rights, contained in
      the Registrant's Registration Statement on Form 8-A dated December
      20, 1990 filed under the Exchange Act, including any amendments or
      reports filed for the purpose of updating such descriptions.  

All documents filed by the Registrant pursuant to Sections 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 have been sold or which deregisters
all securities then 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
         Not applicable. 

Item 5.  Interests of Named Experts and Counsel
         Not applicable. 

Item 6.  Indemnification of Directors and Officers

Sections 551 through 569 of the Michigan Business Corporation Act (the
"Act") and Article 5 of the Registrant's Bylaws relate to indemnification
of the Registrant's directors and officers, among others, in a variety of
circumstances against liabilities arising in connection with the
performance of their duties.  The Registrant's Bylaws generally permit
indemnification to the same extent provided by the Act.

The Act provides for indemnification of directors and officers acting in
good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who
have no reasonable cause to believe their conduct to be unlawful) against
(i) expenses (including attorney's fees) and amounts paid in settlement
actually and reasonably incurred in connection with any threatened,
pending, or completed action, suit or proceeding (other than an action by,
or in the right of the Registrant) arising out of a position with the
Registrant (or with some other entity at the Registrant's request) and
4

(ii) expenses (including attorney's fees) and amounts paid in settlement
actually and reasonably incurred in connection with threatened, pending,
or completed actions or suits by or in the right of the Registrant, unless
the director or officer is found liable to the Registrant and an
appropriate court does not determine that he or she is nevertheless fairly
and reasonably entitled to indemnity.  The Act requires indemnification
for expenses to the extent that a director or officer is successful in
defending against any such action, suit or proceeding, and otherwise
requires in general that the indemnification provided for in (i) and (ii)
above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made
parties to the action, suit, or proceeding, by a majority vote of a
committee of not less than two disinterested directors, by independent
legal counsel, by all independent directors not parties to or threatened
to be made parties to the action, suit or proceeding, or by the
shareholders, that the applicable standards of conduct were met.  In 
certain circumstances, the Act further permits advances to cover such
expenses before a final determination that indemnification is permissible,
upon receipt of an undertaking, which need not be secured, by or on behalf
of the directors or officers to repay such amounts unless it shall
ultimately be determined that they are entitled to indemnification.

Indemnification under the Act is not exclusive of other rights to 
indemnification to which a person may be entitled under the Articles of
Incorporation, the Bylaws or a contractual agreement.

The Act permits the Registrant to purchase insurance on behalf of its 
directors and officers against liabilities arising out of their positions
with the Registrant, whether or not such liabilities would be within the
foregoing indemnification provisions.  Pursuant to this authority, the
Registrant maintains such insurance on behalf of its directors and
officers. 

Item   7.  Exemption from Registration Claimed
           Not applicable.

Item   8.  Exhibits
           The following Exhibits are filed or incorporated by reference
           as part of this Registration Statement.

4.    (a)   Articles of Incorporation of Empire Banc Corporation 
            (incorporated by reference to Exhibit B to Registrant's
            definitive Proxy Statement filed March 27, 1994 in
            connection with Registrant's 1994 Annual Meeting of
            Shareholders).

      (b)   Bylaws of Empire Banc Corporation (incorporated by 
            reference to an exhibit to Registrant's Current Report on
            Form 8-K dated January 26, 1995).

      (c)   Rights Agreement dated December 19, 1990 between Registrant
            and Empire National Bank of Traverse City as Rights Agent 
            (incorporated by reference to an exhibit to Registrant's
            Current Report on Form 8-K dated December 19, 1990).
5

5.    (a)   Opinion and Consent of Howard & Howard Attorneys, P.C.

      (b)   Determination letter issued by the Internal Revenue Service.

15.   Not applicable.

23.   (a)   Consent of Crowe, Chizek and Company LLP

      (b)   Consent of Howard & Howard Attorneys, P.C. (incorporated
            by reference to Exhibit 5 of this Registration Statement).

28.   Not applicable.

Item 9.     Undertakings

      (a)   The undersigned Registrant hereby undertakes:

           (1)   to file, during any period in which offers or sales are
                 being made, a post-effective amendment to this
                 Registration Statement:

                 (i)   to include any prospectus required by Section 
                       10(a)(3) of the Securities Act of 1933; 

                 (ii)  to reflect in the prospectus any facts or events
                       arising after the effective date of the 
                       registration statement (or the most recent post-
                       effective amendment thereof) which, individually 
                       or in the aggregate, represent a fundamental change
                       in the information set forth in the registration
                       statement; 

                 (iii)  to include any material information with respect
                        to the plan of distribution not previously
                        disclosed in the registration statement or any
                        material change to such information in the
                        registration statement; 

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)
                 (ii) do not apply if the 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 this
                 registration statement.

           (2)   that, for the purpose of determining any liability under
                 the Securities Act of 1933, each such post-effective 
                 amendment shall be deemed to be a new Registration
                 Statement relating to the securities offered therein,
                 and the offering of such securities at that time shall be
                 deemed to be the initial bona fide offering thereof.

           (3)   to remove from registration by means of a post-effective
                 amendment of any of the securities being registered which
                 remain unsold at the termination of the offering.
6

      (b)  The undersigned Registrant hereby certifies 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 15(d) of the Securities Exchange Act of 1934
           (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the
           Securities Exchange Act of 1934) that is incorporated by 
           reference in the Registration Statement shall be deemed to be
           a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.  

      (h)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, directors
           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 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.
7

                                    SIGNATURE

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 Traverse, State of Michigan,
on September 25, 1997.

                                   
                                   EMPIRE BANC CORPORATION

                                   By:    /s/ William T. Fitzgerald, Jr.
                                          _________________________________
                                          William T. Fitzgerald, Jr.
                                   Its:   Vice President and
                                          Secretary/Treasurer

                         POWER OF ATTORNEY

The undersigned officers and directors of Empire Banc Corporation, a 
Michigan corporation, do hereby constitute and appoint William T.
Fitzgerald, Jr., James E. Dutmers, Jr., Robert L. Israel and any one of
them, the lawful attorneys and agents or attorneys and agent, with power
and authority to do any and all acts and things and to execute any and all 
instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange 
Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement and to
any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereto, and
each of the undersigned hereby ratifies and confirms all that said
attorneys and agents or any of them shall do or cause to be done by virtue
hereof.  This Power of Attorney may be signed in several counterparts.
8
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated below.  

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 25 day of September, 1997.
/s/ James E. Dutmers, Jr.
       ___________________________________         Chairman and Chief
       James E. Dutmers, Jr.                       Executive Officer
                                                   (Principal Executive
                                                   Officer)
        /s/ Robert L. Israel
       ___________________________________         President and Chief
       Robert L. Israel                            Operating Officer 

        /s/ William T. Fitzgerald, Jr.
       ___________________________________         Chief Financial Officer
       William T. Fitzgerald, Jr.                  Secretary/Treasurer
                                                   (Principal Financial
                                                   and Accounting Officer)
 
        /s/ John R. Anderson
       __________________________________          Director
       John R. Anderson

       ___________________________________         Director
       Michael H. Dennos

        /s/ Don A. Good, M.D.
       ___________________________________         Director
       Don A. Good, M.D.

        /s/ Deborah J. Knudsen
       ___________________________________         Director
       Deborah J. Knudsen

        /s/ Thomas G. McIntyre
       ___________________________________         Director
       Thomas G. McIntyre

        /s/ Ronald G. Reffitt, Sr.
       ___________________________________         Director
       Ronald G. Reffitt, Sr.
          
       ___________________________________         Director
       John M. Rockwood, Jr.
       
        /s/ Laurence P. Skendzel, M.D.
       ___________________________________         Director
       Laurence P. Skendzel, M.D.

       ____________________________________        Director
       Louis A. Smith
9
                                EXHIBIT INDEX

Number

5(a)  Opinion of Howard & Howard Attorneys, P.C., including Consent

5(b)  Determination letter issued by the Internal Revenue Service

23(a) Consent of Crowe, Chizek and Company LLP