<PAGE>

As filed with the Securities and Exchange Commission on November 15, 1994

                                                 Registration No. 33-________
________________________________________________________________________________

                       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 issuer as specified in its charter)
                       __________________________________

               Delaware                                      52-1217953
       (State or other jurisdiction of                     (IRS Employer
       incorporation or organization)                      Identification No.)

              1503 Pennsylvania Avenue, N.W., Washington, D.C.  20005
           (Address, including zip code, of Principal Executive Offices)

                             RIGGS NATIONAL CORPORATION
                               1994 STOCK OPTION PLAN
                              (Full title of the Plan)

                                   DAVID LESSER, ESQ.
                                    General Counsel
                             Riggs National Corporation
                                800 17th Street, N.W.
                              Washington, D.C.  20006
               (Name, address, including zip code, of agent for service)

                                   202/835-5345
            (Telephone number, including area code, of agent for service)

                           Calculation of Registration Fee
<TABLE>
<CAPTION>
_______________________________________________________________________________

Title of
securities                  Proposed maximum     Proposed maximum     Amount
to be        Amount to be  aggregate offering  aggregate offering  registration
registered    registered        per unit             price              fee 
_______________________________________________________________________________
<S>           <C>               <C>                <C>                <C>
Common Stock  1,250,000 shs.(1)  $9.00(2)        $11,250,000(2)      $3,879.31
$2.50 par
value per share
_______________________________________________________________________________
</TABLE>
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of the
     issuer's outstanding shares of common stock.

(2)  Estimated solely for the purpose of computing the registration fee.
     Pursuant to Rule 457(c), the calculation of the registration fee is based
     on the average of the high and low sales prices of the Registrant's Common
     Stock in the over-the-counter market on November 11, 1994 as reported by
     NASDAQ.


<PAGE>

                                TABLE OF CONTENTS 
                                __________________

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ____
<S>                                                                        <C>

Available Information                                                        1

Incorporation of Documents By Reference                                      1

Registration Statement                                                       1

The Corporation                                                              2

Riggs Common Stock                                                           2

Sale of Shares                                                               3

General Plan Information                                                     3

Terms and Conditions of Stock Options                                        4

Amendment of the Plan and Options                                            6

Corporate Changes; Change of Control                                         6

Tax Consequences                                                             7

</TABLE>




















                                     - i -


<PAGE>

AVAILABLE INFORMATION

     The Corporation is subject to the informational requirements of the 
Securities Exchange Act of 1934 (The "1934 Act") and in accordance therewith 
files reports, proxy statements and other information with the Securities and 
Exchange Commission (the "Commission"). Reports, proxy statements and other 
information filed by the Corporation can be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Washington, DC 20549, and at its Regional Offices located at Northwestern 
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and at 7 World 
Trade Center, 13th Floor, New York, New York 10048.  Copies of such material 
can be obtained from the Public Reference Section of the Commission at 450 
Fifth Street, N.W., Washington, DC 20549 at prescribed rates.


INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents concerning the Corporation and the Stock Option 
Plan are incorporated by reference herein:  (i) the Corporation's Annual 
Report on Form 10-K for the year ended December 31, 1993, (ii) all other 
reports filed pursuant to Sections 13 or 15(d) of the Securities Act of 1934 
since December 31, 1993, and (iii) the description of the Riggs National 
Corporation Common Stock included in the Corporation's Registration Statement 
filed on Form S-3 including all amendments and reports filed for the purpose 
of updating such description.

     All reports and other documents filed by the Corporation and the Stock 
Option Plan pursuant to Sections 13(a), 13(b), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date of this Prospectus and prior to the filing 
of a post-effective amendment, which indicates that all securities offered 
hereby have been sold or which de-registers all securities remaining unsold, 
shall be deemed to be incorporated by reference herein and to be a part hereof 
from the date of the Corporation's filing of such reports and documents.

     The Corporation hereby undertakes to provide without charge to any person 
to whom a copy of this Prospectus has been delivered, upon written or oral 
request of such person, a copy of the Corporation's Annual Report for its 
latest fiscal year, and any of the documents incorporated by reference in this 
Prospectus, except for exhibits to such documents (unless such exhibits are 
specifically incorporated by reference in such documents).  Requests for 
information regarding the Plan or its administrator, including requests for 
copies of documents should be addressed to Katherine M. D'Arcy, Senior Vice 
President, Human Resources, The Riggs National Bank of Washington, 800 17th 
Street, N.W., Fourth Floor, Washington, D.C. 20006, phone (202) 835-6320.

REGISTRATION STATEMENT

     The Corporation has filed with the Securities and Exchange Commission, 
Washington, D.C., a Registration Statement under the Securities Act of 1933, 
as amended, with respect to the securities offered hereby.  This Prospectus 
omits or summarizes certain information contained in the Registration 
Statement. Such information may be obtained from the Commission's principal 
office in Washington, D.C., upon payment of the fee prescribed by the rules 
and regulations of the Commission, or may be examined there without charge.




                                       1


<PAGE>

THE CORPORATION

     Riggs National Corporation ("Riggs" or the "Corporation") is a multi-bank 
holding company registered under the Bank Holding Company Act of 1956, as 
amended, and incorporated in the State of Delaware.  The Corporation engages 
in a variety of banking related activities, either directly or through 
subsidiaries.

     A description of the general nature and scope of business of the 
Corporation and of its subsidiaries appears in the Annual Report of the 
Corporation for its latest fiscal year, a copy of which is delivered with this 
Prospectus or which previously has been delivered.

     The mailing address of the Corporation's principal executive offices is 
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005 and its telephone 
number is (202) 835-6000.  The Corporation's Employer Identification Number is 
52-1217953.

     As used herein, unless the context indicates otherwise, the term 
"Employer" includes the Corporation and each of its affiliated corporations 
named in this Prospectus that has adopted the Plan for the benefit of its 
eligible employees.

RIGGS COMMON STOCK

     The Corporation's Common Stock is traded on the NASDAQ National Market 
System under the symbol "RIGS."  The following table sets forth, for the 
periods indicated, the high-and-low closing sale prices for the Corporation's 
Common Stock and the dividends payable with respect thereto:

<TABLE>
<CAPTION>
                                                                DIVIDENDS 
1994                         HIGH              LOW              DECLARED
____                         ____              ___              _________
<S>                          <C>               <C>               <C>
     Fourth Quarter         $10.125           $8.750                  ---
     Third Quarter          $11.00            $8.875                  ---
     Second Quarter         $10.25            $7.75                   ---
     First Quarter          $10.25            $8.375                  ---

<CAPTION>
                                                                DIVIDENDS 
1993                         HIGH              LOW              DECLARED
____                         ____              ___              _________
<S>                          <C>               <C>               <C> 
     Fourth Quarter         $ 9.375           $7.875                  ---
     Third Quarter          $ 9.50            $6.25                   ---
     Second Quarter         $10.625           $7.125                  ---
     First Quarter          $11.625           $7.75                   ---

<CAPTION>
                                                                DIVIDENDS 
1992                         HIGH              LOW              DECLARED
____                         ____              ___              _________
<S>                          <C>               <C>               <C>  
     Fourth Quarter         $10.125           $7.00                   ---
     Third Quarter          $ 8.25            $6.375                  ---
     Second Quarter         $ 8.625           $6.375                  ---
     First Quarter          $ 9.25            $4.25                   ---

<CAPTION>
                                                                DIVIDENDS 
1991                         HIGH              LOW              DECLARED
____                         ____              ___              _________
<S>                          <C>               <C>               <C> 
     Fourth Quarter         $ 6.75            $3.75                   ---
     Third Quarter          $ 8.75            $5.875                  ---
     Second Quarter         $12.25            $7.75                   ---
     First Quarter          $13.00            $6.63                   .05
</TABLE>
                                       2


<PAGE>

SALE OF SHARES

     The Corporation is advised that so long as the Registration Statement is 
in effect, shares of Riggs Stock acquired under the Stock Option Plan may be 
resold by participants who are not "underwriters" (as that term is defined in 
the rules, regulations, and interpretive publications of the Securities and 
Exchange Commission) without restriction by reason of the Securities Act of 
1933 (The "1933 Act").  A participant who is an underwriter (as so defined) 
may not publicly reoffer shares unless the Corporation has made certain 
filings under the 1933 Act or, if the Corporation has not made such filings, 
unless the participant does so in compliance with Rule 144 under the 1933 Act. 

     The term "underwriter" is not precisely defined in the context of stock 
option plans which have been registered under the 1933 Act, but the 
Corporation understands that executive officers, directors, and other 
"affiliates," as well as participants to whom 10 percent or more of the shares 
of Riggs Stock issued under the Stock Option Plan have been distributed, may 
be considered underwriters for purposes of any public resale. 

GENERAL PLAN INFORMATION

     The Stock Option Plan is intended to advance the best interest of the 
Corporation by providing key employees of the Corporation and its subsidiaries 
who have a substantial responsibility for its management and growth with an 
additional incentive to continue to contribute to the growth and success of 
the Corporation by increasing their proprietary interest in the success of the 
Corporation.

     At its February 9, 1994 regular meeting, the Board of Directors of the 
Corporation adopted the Stock Option Plan, subject to shareholders' approval. 
At the Corporation's Annual Meeting of Shareholders on May 11, 1994, the 
Stock Option Plan was approved by the shareholders, effective as of February 
9, 1994. On June 22, 1994, the Board approved minor revisions to the language 
of the Stock Option Plan.

     Unless previously terminated by the Board of Directors, the Stock Option 
Plan will terminate on February 9, 2004, ten years after the date the Plan was 
adopted by the Board.  Options granted under the Plan before its termination 
will continue to be administered under the terms of the Plan until the Options 
terminate or are exercised.

     The Corporation has registered 1,250,000 shares of its Common Stock, par 
value $2.50, for issuance to eligible employees pursuant to Options.  Pursuant 
to actions of the Board of Directors, shareholders have no preferential or 
preemptive rights with respect to shares issued under the Plan.  Shares that 
by reason of expiration of an Option or otherwise are no longer subject to 
purchase pursuant to an Option may be again available for issuance pursuant to 
Options under the Plan.

     Key Employees of the following affiliated corporations are eligible to 
receive Options under the Plan:






                                       3


<PAGE>

               The Riggs National Bank of Washington, D.C.
               The Riggs National Bank of Maryland
               The Riggs National Bank of Virginia
               Riggs International Banking Corporation
               Riggs Investment Management Corporation

The Corporation estimates that approximately 55 persons are eligible to 
participate in the Stock Option Plan.  

     The Stock Option Plan provides for the grant of either Incentive Stock 
Options (i.e., options qualifying for special treatment under Section 422 of 
the Internal Revenue Code of 1986, as amended (the "Code") or Nonqualified 
Stock Options (i.e., options that do not qualify as Incentive Stock Options 
under Section 422 of the Code)).  The exercise price of Options may not be 
less than one hundred percent (100%) of the Fair Market Value of the Common 
Stock on the date of grant as determined under the Plan.  The term of the 
individual Options will expire ten years from their respective dates of grant. 
An Option may be exercised as to all or any number of whole shares of the 
Common Stock with respect to which the Option is vested.  Options may not be 
assigned or transferred, otherwise than by will or the laws of descent and 
distribution.

     No Key Employee is eligible to be granted options under the Stock Option 
Plan representing more than 100,000 shares of Common Stock per calendar year, 
regardless whether the options are Incentive Stock Options, Nonqualified Stock 
Options or a combination thereof.

     The Stock Option Plan is administered by the Joint Compensation 
Committee.  The Joint Compensation Committee has authority to recommend to
the Outside Directors Committee the Key Employees to be granted Options and
the terms of the Options granted.  The Outside Directors Committee has
authority to approve, reject, or modify grants of Options recommended by the
Joint Compensation Committee, and no Option may be granted unless and until
the grant is approved by the Outside Directors Committee.

     The Stock Option Plan is not subject to ERISA.  If an Option is 
exercised, Option Stock will be issued directly by the Corporation at the 
specified exercise price.  No fees, commissions, or other charges will apply 
when an Option is exercised.

TERMS AND CONDITIONS OF STOCK OPTIONS

     GENERAL.  An Option is exercisable only to the extent that it is vested 
on the date of exercise, and no Option will be exercisable after the 
expiration of ten years from the date the Option was granted.  Incentive Stock 
Options granted to an Option holder who owns on the date of grant more than 10 
percent of the total combined voting power of all classes of stock of the 
Corporation (or a parent or subsidiary) will expire five years from the date 
of grant.

     The exercise price of Options may not be less than 100 percent of the 
fair market value of the Common Stock on the date of grant.  However, the 
exercise price of an Incentive Stock Option may not be less than 110 percent 
of the fair market value of the Common Stock on the date of grant if the 
Option holder owns more than 10 percent of the total combined voting power of 
all classes of stock of the Corporation (or its parent or subsidiary).  Fair 
market value of

                                       4


<PAGE>


Common Stock is determined by reference to the closing price of the Common 
Stock on the date of grant, unless the Joint Compensation Committee determines 
that an alternative method more  properly reflects fair market value.  In all 
cases, fair market value may not be less than the Par Value of the Common 
Stock.

     An Option may be exercised as to all or any number of whole shares of the 
Common Stock with respect to which the Option is vested.  Options may be 
exercised only by written notice to the Secretary of the Corporation and only 
if the exercise notice is accompanied by payment in cash of the full exercise 
price for the shares with respect to which the Option is exercised, unless the 
Joint Compensation Committee approves, in its sole discretion, payment other 
than in cash.  The Joint Compensation Committee may approve payment of the 
exercise price in the form of (i) Common Stock of the Corporation other than 
Option Stock, (ii) a combination of cash and Common Stock other than Option 
Stock, or (iii) Option Stock provided that, in the case of an Option holder 
who is subject to Section 16 of the 1934 Act (an "Insider"), the requirements 
of Rule 16b-3 promulgated under the 1934 Act are met.  The value of any Common 
Stock used to pay the exercise price or any portion thereof will be the fair 
market value of Common Stock on the date of exercise.

     Options remain qualified as Incentive Stock Options only to the extent 
that the aggregate Fair Market Value of shares of Common Stock with respect to 
which the Incentive Stock Options granted to any person are exercisable for 
the first time during any calendar year (under all plans of the Corporation 
and its parent or subsidiary) does not exceed $100,000. 

     TERMINATION OF EMPLOYMENT.  Vesting of an Option will cease on the date 
that an Option holder is no longer an employee of the Corporation or a parent 
or subsidiary (the  "date of termination"), and the Option will be exercisable 
only to the extent the Option is vested on the date of termination.  However, 
if the Option holder is no longer an employee because of death or disability, 
any Option that is not 100 percent vested will automatically become 100 
percent vested on the date of termination.  If the Option holder's
termination is for any reason other than death, the right to exercise the
Option (to the extent that it is vested) will expire 90 days after the date
of termination unless the Option would then expire during the Pooling Period
and the Common Stock received upon exercise of the Option would be subject
to the Pooling Period transfer restrictions, in which case the right to
exercise the Option will expire 10 calendar days after the end of the
Pooling Period.  "Pooling Period" shall mean the period in which property
is subject to restrictions on transfer in compliance with the
"Pooling-of-Interests Accounting" rules established by the Securities 
and Exchange Commission.  If the Option holder's termination is 
for reason of death, the right to exercise the Option will expire one year 
after the date of the holder's death, and until expiration, the holder's 
heirs, legatees or legal representative may exercise the Option.

     The Outside Directors Committee may also grant Options in substitution of 
options held by individuals who become employees of the Corporation or a 
subsidiary Corporation as a result of an acquisition of such individuals' 
employer by the Corporation or a subsidiary.  If necessary to conform the 
Options to the options for which they are granted in substitution, the Outside 
Directors Committee may grant substitute Options under terms and conditions 
which vary from those otherwise required by the Plan.






                                       5


<PAGE>

AMENDMENT OF THE PLAN AND OPTIONS

     The Board of Directors generally may amend the Plan in any manner with 
respect to future grants of Options and the Outside Directors Committee may 
amend outstanding Options in any manner consistent with the Plan. However, no 
Plan or Option amendment will be effective without the approval of the 
shareholders of the Corporation if the amendment (i) materially increases the 
benefits accruing to Insiders; (ii) materially increases the number of 
securities which may be issued under the Plan (other than by reason of an 
adjustment of shares); (iii) materially modifies the requirements as to 
eligibility of Insiders for participation in the Plan within the meaning of 
Rule 16b-3 promulgated under the Act; (iv) changes the class of eligible 
employees, officers or directors; (v) withdraws administration of the Plan 
from a committee of disinterested persons; or (vi) extends the term of the 
Plan or the period during which any outstanding Incentive Stock Option may be 
exercised.  Further, no amendment will be effective if the amendment (i) 
changes the manner of determining the exercise price of Incentive Stock 
Options; (ii) makes individuals who are not employees of the Corporation (or 
its parent or a subsidiary of the Corporation) eligible to be granted 
Incentive Stock Options; (iii) changes the nontransferability of the Options; 
or (iv) alters or impairs any rights or obligations of any outstanding Option 
without the written consent of the Option holder. 

CORPORATE CHANGES; CHANGE OF CONTROL

     In the event of a subdivision or consolidation of shares or other capital 
readjustment, the payment of a stock dividend, or other increase or reduction 
in the number of outstanding shares of Common Stock, the Plan provides for 
appropriate adjustments to (i) the number and class of shares subject to the 
Plan and (ii) the number, class, and per share price of shares subject to
outstanding Options.  In the event of liquidation or dissolution of the 
Corporation, a corporate reorganization in which the Corporation is not the 
survivor, or a sale of all or substantially all of the assets of the 
Corporation, all outstanding Options will be fully vested and exercisable 
during the 30-day period preceding the event unless the Plan is continued and 
the Options are assumed or substituted with new Options for stock of a 
successor corporation (or a parent or subsidiary) with appropriate adjustments 
to the number and kind of shares subject to, and exercise prices of, the 
substitute Options.  However, if exercise of any of the Options that otherwise 
would be exercisable during the 30-day period preceding the event would not be 
in conformity with all applicable Federal securities laws, or if the immediate 
exercisability of the Options would result in an "excess parachute payment" as 
defined in Section 280G of the Code, the Options will not become immediately 
exercisable and will be cancelled as of the event, unless the Joint 
Compensation Committee determines otherwise.

     In the event of a Change in Control of the Corporation, all then-
outstanding Options will automatically become 100 percent vested and 
exercisable.  However, if exercise of any of the Options would not be in 
conformity with all applicable federal securities laws, or if the immediate 
exercisability of the Options would result in an "excess parachute payment" as 
defined in Section 280G of the Code, the Options will not become immediately 
exercisable, unless the Joint Compensation Committee determines otherwise. 
"Change in Control" means a sale of substantially all of the Corporation's 
assets or a change in the ownership of securities of the Corporation 
representing 25 percent or more of the aggregate voting power of the 
Corporation's then-outstanding voting securities, provided that no Change in 
Control will result from transfers of voting securities by a more than 25 
percent shareholder to an immediate family member, a 





                                       6


<PAGE>


trust for the benefit of the 25 percent shareholder or such shareholder's 
immediate family member, a trust revocable by the 25 percent shareholder, 
entities over which the 25 percent shareholder has the direct or indirect 
power to direct the management or policies or charitable organizations funded 
by the 25 percent shareholder.  Furthermore, no Change in Control will result 
from the acquisition of voting securities by an individual who is not a 25 
percent shareholder but who was a 25 percent shareholder on the effective date 
of the Plan or any acquisition of voting securities by any person, trust or 
other entity (described in the preceding sentence) to which a 25 percent 
shareholder may transfer securities without causing a Change in Control.

TAX CONSEQUENCES

     Information regarding the federal income tax consequences of Options 
granted under the Stock Option Plan follows.  This information is not intended 
to be exhaustive and is only intended to briefly summarize the federal income 
tax statutes, regulations and currently available agency interpretations 
thereof, and is intended to apply to the Stock Option Plan as normally 
operated.

     INCENTIVE STOCK OPTIONS.     An Option holder will not realize taxable 
income upon the grant of an Incentive Stock Option.  In addition, an Option 
holder will not realize taxable income upon the exercise of an Incentive Stock 
Option. However, an Option holder's alternative minimum taxable income will be 
increased by the amount that the fair market value of the Option Stock, 
generally determined as of the date of exercise, exceeds the exercise price of 
the Option.  If the Option holder sells the Common Stock acquired upon 
exercise of an Incentive Stock Option, the tax consequences of the sale (a 
"disposition") depend upon whether the disposition is qualifying or 
disqualifying.  The disposition of the Option Stock is qualifying if made at 
least two years after the date the Incentive Stock Option was granted and at 
least one year after the date the Incentive Stock Option was exercised.  If 
the disposition of the Option Stock is qualifying, any excess of the sale 
price of the Option Stock over the exercise price of the Option would be 
treated as long-term capital gain taxable to the Option holder at the time of 
the sale.  If the disposition is not qualifying, i.e., a disqualifying 
disposition, the excess of the fair market value of the Option Stock on the 
date the Option was exercised over the exercise price would be compensation 
income taxable to the Option holder at the time of the disposition, and any 
excess of the sale price of the Option Stock over the fair market value of the 
Option Stock on the date the Option was exercised would be taxed as capital 
gain.

     Unless an Option holder engages in a disqualifying disposition, the 
Corporation will not be entitled to a deduction with respect to an Incentive 
Stock Option.  However, if an Option holder engages in a disqualifying 
disposition, the Corporation will be entitled to a deduction equal to the 
amount of compensation income taxable to the Option holder.

     NONQUALIFIED STOCK OPTIONS.     An Option holder will not realize taxable 
income upon the grant of a Nonqualified Stock Option.  However, when the 
Option holder exercises the Option, the difference between the exercise price 
of the Option and the fair market value of the Option Stock on the date of 
exercise is compensation income taxable to the Option holder.  The Corporation 
will be entitled to a deduction equal to the amount of compensation income 
taxable to the Option holder, as long as income taxes are withheld on the 
Option holder's compensation income.




                                       7


<PAGE>

                                   PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which are on file with the Securities and 
Exchange Commission, are incorporated herein by reference and made a part 
hereof:

     (a)     Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1993;

     (b)     Registrant's Quarterly Report on Form 10-Q for the period 
             ended March 31, 1994, as amended by Forms 10-QA dated 
             May 31, 1994;

     (c)     Registrant's Proxy Statement for the Annual Meeting of
             Shareholders dated May 11, 1994;

     (d)     Registrant's Quarterly Reports on Form 10-Q for the periods 
             ended June 30, 1994 and September 30, 1994;

     (e)     Registrant's Current Reports on Forms 8-K dated May 9, 1994,
             July 14, 1994, September 16, 1994 and September 27, 1994; and

     (f)     The description of Registrant's Common Stock contained in
             Registrant's Registration Statement on Form S-3, as amended
             by Amendment No. 1 dated November 4, 1993.

     All reports and other documents filed by Registrant pursuant to Sections 
13(a), 13(b), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
have been sold or which de-registers all securities remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from the 
date of the filing of such reports and documents.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, as Registrant's Common Stock is registered under 
Section 12.


ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL

     The consolidated financial statements and schedules of the Registrant 
contained in Registrant's Annual Report on Form 10-K as of December 31, 1993 
and 1992 and for the years ended December 31, 1993, 1992, and 1991, 
incorporated herein by reference, have been audited by Arthur Andersen & Co., 
independent public accountants, as stated in their report with respect thereto 
which is incorporated by reference herein upon the authority of said firm as 
experts in giving said reports. With respect to the financial statements of 
Riggs AP, an indirect, wholly owned subsidiary of the Registrant, as of 
December 31, 1992 and for the years ended December 31, 1992 and 1991, Arthur 
Andersen & Co. has based its report referred to above, as stated in such 
report, solely on the report of Ernst & Young, independent auditors, with 
respect 




                                       8


<PAGE>


to such financial statements of Riggs AP.  The report of Ernst & Young with 
respect to such financial statements is incorporated herein by reference upon 
the authority of said firm as experts in giving said reports. 

     The validity of the shares of Common Stock offered hereby will be passed 
upon for the Corporation by David Lesser, General Counsel of the Company.  As 
of the date of this Prospectus, Mr. Lesser owned 1,000 shares of Common Stock 
directly and 1,000 shares held in trust for his son.  Mr. Lesser also owned 
350 shares of Series B Preferred Stock.  In addition, Mr. Lesser held 
outstanding stock options for 20,000 shares of Common Stock.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware, 
Article Eleventh of the Corporation's Certificate of Incorporation and Section 
14.1 of the Corporation's Bylaws provide for indemnification of the 
Corporation's directors and officers in a variety of circumstances which may 
include liabilities under the Securities Act of 1933.

     The general effect of the provisions in the Corporation's Certificate of 
Incorporation and Delaware General Corporation Law is to provide that the 
Corporation 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 
Corporation, if they acted in good faith and in a manner they reasonably 
believed to be in or not opposed to the best interests of the Corporation, 
and, with respect to any criminal action or proceeding, had no reasonable 
cause to believe their conduct was unlawful.  With respect to legal 
proceedings by or in the right of the Corporation in which a director or 
officer is adjudged liable for improper performance of his duty to the 
Corporation or another enterprise which he served in a similar capacity at the 
request of the Corporation, indemnification is limited by such provisions to 
that amount which is permitted by the court.  In addition, the Corporation has 
purchased insurance as permitted by Delaware law on behalf of directors, 
officers, employees or agents, which may cover liabilities under the 
Securities Act of 1933.

     In addition, Article Eleventh of the Corporation's Certificate of 
Incorporation provides that no director of the Corporation will be personally 
liable to the Corporation 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 Corporation's own stock; or (iv) any transaction 
in which the director obtains an improper personal benefit.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     None.




                                       9


<PAGE>


ITEM 8.  EXHIBITS

     Item Number as per Item 601 of Regulation S-K.

     4(A)     The Riggs National Corporation 1994 Stock Option Plan (filed as 
an Exhibit to Registrant's Quarterly Report on Form 10-Q for the period ended 
June 30, 1994 which is incorporated herein by reference).

     5(A)     Opinion of David Lesser, Esquire, General Counsel of the 
Registrant, with respect to legality of the Common Stock of the Registrant 
registered hereunder (filed herewith).

     24(A)    Consent of Arthur Andersen LLP (filed herewith). Consent of 
Ernst & Young (filed herewith).

     25       Power of Attorney (filed herewith).


ITEM 9.  UNDERTAKINGS

     ITEM 512(A).  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 registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to Section 13 
or 15(d) of the Securities Exchange Act of 1934 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 the time shall be deemed to be the 
initial bona fide offering thereof.

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




                                      10


<PAGE>


     ITEM 512(B).     Registrant undertakes that, for purposes of determining 
any liability under the Securities Act of 1933, each filing of Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Securities 
Exchange Act of 1934 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.

     ITEM 512(E).     (1) Registrant undertakes to deliver or cause to be 
delivered with the prospectus to each employee to whom the prospectus is sent 
or given, a copy of Registrant's latest annual report to stockholders that is 
incorporated by reference in the prospectus and furnished pursuant to and 
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities 
Exchange Act of 1934, and, where interim financial information required to be 
presented by Article 3 of Regulation S-X are not set forth in the prospectus, 
to deliver, or cause to be delivered to each employee to whom the prospectus 
is sent or given, the latest quarterly report that is specifically 
incorporated by reference in the prospectus to provide such interim financial 
information.

     ITEM 512(H).     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.











                                      11


<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 Washington, District of Columbia, on 
this 15th day of November, 1994.


                                         RIGGS NATIONAL CORPORATION,
                                         a Delaware corporation (Registrant)


                                         By: /s/ JOE L. ALLBRITTON
                                         _________________________
                                         Joe L. Allbritton
                                         Chairman of the Board and
                                         Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated:



SIGNATURE                       TITLE                     DATE
_________                       _____                     ____



/s/ JOE L. ALLBRITTON            Chairman of the Board     November 15, 1994
_____________________________   and Chief Executive
Joe L. Allbritton               Officer
 
 

/s/ ROBERT L. SLOAN             Vice Chairman of the      November 15, 1994
____________________________    Board
Robert L. Sloan


 

/s/ TIMOTHY C. COUGHLIN         President                 November 15, 1994
____________________________
Timothy C. Coughlin
 
 

/s/ JOHN L. DAVIS               Chief Financial Officer   November 15, 1994
____________________________    (Principal Financial
John L. Davis                   and Accounting Officer)





                                      12


<PAGE>


SIGNATURE                       TITLE                     DATE
_________                       _____                     ____




/s/ BARBARA B. ALLBRITTON       Director                  November 15, 1994
____________________________
Barbara B. Allbritton



/s/ ROBERT L. ALLBRITTON        Director                  November 15, 1994
____________________________
Robert L. Allbritton



/s/ FREDERICK L. BOLLERER       Director                  November 15, 1994
____________________________
Frederick L. Bollerer



/s/ CALVIN CAFRITZ              Director                  November 15, 1994
____________________________
Calvin Cafritz



/s/ CHARLES A. CAMALIER, III    Director                  November 15, 1994
____________________________
Charles A. Camalier, III



/s/ RONALD E. CUNEO             Director                  November 15, 1994
____________________________
Ronald E. Cuneo



/s/ FLOYD E. DAVIS, III         Director                  November 15, 1994
____________________________
Floyd E. Davis, III
 
 

/s/ JACQUELINE C. DUCHANGE      Director                  November 15, 1994
____________________________
Jacqueline C. Duchange





                                      13


<PAGE>


SIGNATURE                       TITLE                     DATE
_________                       _____                     ____




/s/ MICHELA A. ENGLISH          Director                  November 15, 1994
____________________________
Michela A. English



/s/ JAMES E. FITZGERALD         Director                  November 15, 1994
____________________________
James E. Fitzgerald



/s/ DAVID J. GLADSTONE          Director                  November 15, 1994
____________________________
David J. Gladstone



/s/ LAWRENCE I. HEBERT          Director                  November 15, 1994
____________________________
Lawrence I. Hebert



/s/ MICHAEL J. JACKSON          Director                  November 15, 1994
____________________________
Michael J. Jackson



/s/ LEO J. O'DONOVAN, S.J.      Director                  November 15, 1994
____________________________
Leo J. O'Donovan, S.J.



/s/ STEVEN B. PFEIFFER          Director                  November 15, 1994
____________________________
Steven B. Pfeiffer



/s/ JOHN A. SARGENT             Director                  November 15, 1994
____________________________
John A. Sargent





                                      14


<PAGE>


SIGNATURE                       TITLE                     DATE
_________                       _____                     ____



/s/ JAMES W. SYMINGTON          Director                  November 15, 1994
____________________________
James W. Symington



/s/ JACK VALENTI                Director                  November 15, 1994
____________________________
Jack Valenti



/s/ EDDIE N. WILLIAMS           Director                  November 15, 1994
____________________________
Eddie N. Williams


*    David Lesser, 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
     Securities and Exchange Commission.


                                              /s/ DAVID LESSER
                                         ______________________________
                                         David Lesser, Attorney-in-Fact

















                                      15
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{"company-data": {"conformed-name": "RIGGS NATIONAL CORP", "cik": "0000350847", "assigned-sic": "6021", "irs-number": "521217953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56485", "film-number": "94560421"}, "business-address": {"street1": "1503 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2028356000"}, "mail-address": {"street1": "DAVID LESSER", "street2": "808 17TH ST, N W - C-9003", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
As filed with the Securities and Exchange Commission on November 15, 1994

                                                 Registration No. 33-________
________________________________________________________________________________

                       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 issuer as specified in its charter)
                       __________________________________

               Delaware                                      52-1217953
       (State or other jurisdiction of                     (IRS Employer
       incorporation or organization)                      Identification No.)

              1503 Pennsylvania Avenue, N.W., Washington, D.C.  20005
           (Address, including zip code, of Principal Executive Offices)

                             RIGGS NATIONAL CORPORATION
                               1994 STOCK OPTION PLAN
                              (Full title of the Plan)

                                   DAVID LESSER, ESQ.
                                    General Counsel
                             Riggs National Corporation
                                800 17th Street, N.W.
                              Washington, D.C.  20006
               (Name, address, including zip code, of agent for service)

                                   202/835-5345
            (Telephone number, including area code, of agent for service)

                           Calculation of Registration Fee
_______________________________________________________________________________

Title of
securities                  Proposed maximum     Proposed maximum     Amount
to be        Amount to be  aggregate offering  aggregate offering  registration
registered    registered        per unit             price              fee 
_______________________________________________________________________________
Common Stock  1,250,000 shs.(1)  $9.00(2)        $11,250,000(2)      $3,879.31
$2.50 par
value per share
_______________________________________________________________________________
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of the
     issuer's outstanding shares of common stock.

(2)  Estimated solely for the purpose of computing the registration fee.
     Pursuant to Rule 457(c), the calculation of the registration fee is based
     on the average of the high and low sales prices of the Registrant's Common
     Stock in the over-the-counter market on November 11, 1994 as reported by
     NASDAQ.
TABLE OF CONTENTS 
                                __________________
Page
                                                                           ____
Available Information                                                        1

Incorporation of Documents By Reference                                      1

Registration Statement                                                       1

The Corporation                                                              2

Riggs Common Stock                                                           2

Sale of Shares                                                               3

General Plan Information                                                     3

Terms and Conditions of Stock Options                                        4

Amendment of the Plan and Options                                            6

Corporate Changes; Change of Control                                         6

Tax Consequences                                                             7
- i -
AVAILABLE INFORMATION

     The Corporation is subject to the informational requirements of the 
Securities Exchange Act of 1934 (The "1934 Act") and in accordance therewith 
files reports, proxy statements and other information with the Securities and 
Exchange Commission (the "Commission"). Reports, proxy statements and other 
information filed by the Corporation can be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Washington, DC 20549, and at its Regional Offices located at Northwestern 
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and at 7 World 
Trade Center, 13th Floor, New York, New York 10048.  Copies of such material 
can be obtained from the Public Reference Section of the Commission at 450 
Fifth Street, N.W., Washington, DC 20549 at prescribed rates.

INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents concerning the Corporation and the Stock Option 
Plan are incorporated by reference herein:  (i) the Corporation's Annual 
Report on Form 10-K for the year ended December 31, 1993, (ii) all other 
reports filed pursuant to Sections 13 or 15(d) of the Securities Act of 1934 
since December 31, 1993, and (iii) the description of the Riggs National 
Corporation Common Stock included in the Corporation's Registration Statement 
filed on Form S-3 including all amendments and reports filed for the purpose 
of updating such description.

     All reports and other documents filed by the Corporation and the Stock 
Option Plan pursuant to Sections 13(a), 13(b), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date of this Prospectus and prior to the filing 
of a post-effective amendment, which indicates that all securities offered 
hereby have been sold or which de-registers all securities remaining unsold, 
shall be deemed to be incorporated by reference herein and to be a part hereof 
from the date of the Corporation's filing of such reports and documents.

     The Corporation hereby undertakes to provide without charge to any person 
to whom a copy of this Prospectus has been delivered, upon written or oral 
request of such person, a copy of the Corporation's Annual Report for its 
latest fiscal year, and any of the documents incorporated by reference in this 
Prospectus, except for exhibits to such documents (unless such exhibits are 
specifically incorporated by reference in such documents).  Requests for 
information regarding the Plan or its administrator, including requests for 
copies of documents should be addressed to Katherine M. D'Arcy, Senior Vice 
President, Human Resources, The Riggs National Bank of Washington, 800 17th 
Street, N.W., Fourth Floor, Washington, D.C. 20006, phone (202) 835-6320.

REGISTRATION STATEMENT

     The Corporation has filed with the Securities and Exchange Commission, 
Washington, D.C., a Registration Statement under the Securities Act of 1933, 
as amended, with respect to the securities offered hereby.  This Prospectus 
omits or summarizes certain information contained in the Registration 
Statement. Such information may be obtained from the Commission's principal 
office in Washington, D.C., upon payment of the fee prescribed by the rules 
and regulations of the Commission, or may be examined there without charge.

                                       1
THE CORPORATION

     Riggs National Corporation ("Riggs" or the "Corporation") is a multi-bank 
holding company registered under the Bank Holding Company Act of 1956, as 
amended, and incorporated in the State of Delaware.  The Corporation engages 
in a variety of banking related activities, either directly or through 
subsidiaries.

     A description of the general nature and scope of business of the 
Corporation and of its subsidiaries appears in the Annual Report of the 
Corporation for its latest fiscal year, a copy of which is delivered with this 
Prospectus or which previously has been delivered.

     The mailing address of the Corporation's principal executive offices is 
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005 and its telephone 
number is (202) 835-6000.  The Corporation's Employer Identification Number is 
52-1217953.

     As used herein, unless the context indicates otherwise, the term 
"Employer" includes the Corporation and each of its affiliated corporations 
named in this Prospectus that has adopted the Plan for the benefit of its 
eligible employees.

RIGGS COMMON STOCK

     The Corporation's Common Stock is traded on the NASDAQ National Market 
System under the symbol "RIGS."  The following table sets forth, for the 
periods indicated, the high-and-low closing sale prices for the Corporation's 
Common Stock and the dividends payable with respect thereto:
DIVIDENDS 
1994                         HIGH              LOW              DECLARED
____                         ____              ___              _________
Fourth Quarter         $10.125           $8.750                  ---
     Third Quarter          $11.00            $8.875                  ---
     Second Quarter         $10.25            $7.75                   ---
     First Quarter          $10.25            $8.375                  ---
DIVIDENDS 
1993                         HIGH              LOW              DECLARED
____                         ____              ___              _________
Fourth Quarter         $ 9.375           $7.875                  ---
     Third Quarter          $ 9.50            $6.25                   ---
     Second Quarter         $10.625           $7.125                  ---
     First Quarter          $11.625           $7.75                   ---
DIVIDENDS 
1992                         HIGH              LOW              DECLARED
____                         ____              ___              _________
Fourth Quarter         $10.125           $7.00                   ---
     Third Quarter          $ 8.25            $6.375                  ---
     Second Quarter         $ 8.625           $6.375                  ---
     First Quarter          $ 9.25            $4.25                   ---
DIVIDENDS 
1991                         HIGH              LOW              DECLARED
____                         ____              ___              _________
Fourth Quarter         $ 6.75            $3.75                   ---
     Third Quarter          $ 8.75            $5.875                  ---
     Second Quarter         $12.25            $7.75                   ---
     First Quarter          $13.00            $6.63                   .05
2
SALE OF SHARES

     The Corporation is advised that so long as the Registration Statement is 
in effect, shares of Riggs Stock acquired under the Stock Option Plan may be 
resold by participants who are not "underwriters" (as that term is defined in 
the rules, regulations, and interpretive publications of the Securities and 
Exchange Commission) without restriction by reason of the Securities Act of 
1933 (The "1933 Act").  A participant who is an underwriter (as so defined) 
may not publicly reoffer shares unless the Corporation has made certain 
filings under the 1933 Act or, if the Corporation has not made such filings, 
unless the participant does so in compliance with Rule 144 under the 1933 Act. 

     The term "underwriter" is not precisely defined in the context of stock 
option plans which have been registered under the 1933 Act, but the 
Corporation understands that executive officers, directors, and other 
"affiliates," as well as participants to whom 10 percent or more of the shares 
of Riggs Stock issued under the Stock Option Plan have been distributed, may 
be considered underwriters for purposes of any public resale. 

GENERAL PLAN INFORMATION

     The Stock Option Plan is intended to advance the best interest of the 
Corporation by providing key employees of the Corporation and its subsidiaries 
who have a substantial responsibility for its management and growth with an 
additional incentive to continue to contribute to the growth and success of 
the Corporation by increasing their proprietary interest in the success of the 
Corporation.

     At its February 9, 1994 regular meeting, the Board of Directors of the 
Corporation adopted the Stock Option Plan, subject to shareholders' approval. 
At the Corporation's Annual Meeting of Shareholders on May 11, 1994, the 
Stock Option Plan was approved by the shareholders, effective as of February 
9, 1994. On June 22, 1994, the Board approved minor revisions to the language 
of the Stock Option Plan.

     Unless previously terminated by the Board of Directors, the Stock Option 
Plan will terminate on February 9, 2004, ten years after the date the Plan was 
adopted by the Board.  Options granted under the Plan before its termination 
will continue to be administered under the terms of the Plan until the Options 
terminate or are exercised.

     The Corporation has registered 1,250,000 shares of its Common Stock, par 
value $2.50, for issuance to eligible employees pursuant to Options.  Pursuant 
to actions of the Board of Directors, shareholders have no preferential or 
preemptive rights with respect to shares issued under the Plan.  Shares that 
by reason of expiration of an Option or otherwise are no longer subject to 
purchase pursuant to an Option may be again available for issuance pursuant to 
Options under the Plan.

     Key Employees of the following affiliated corporations are eligible to 
receive Options under the Plan:

                                       3
The Riggs National Bank of Washington, D.C.
               The Riggs National Bank of Maryland
               The Riggs National Bank of Virginia
               Riggs International Banking Corporation
               Riggs Investment Management Corporation

The Corporation estimates that approximately 55 persons are eligible to 
participate in the Stock Option Plan.  

     The Stock Option Plan provides for the grant of either Incentive Stock 
Options (i.e., options qualifying for special treatment under Section 422 of 
the Internal Revenue Code of 1986, as amended (the "Code") or Nonqualified 
Stock Options (i.e., options that do not qualify as Incentive Stock Options 
under Section 422 of the Code)).  The exercise price of Options may not be 
less than one hundred percent (100%) of the Fair Market Value of the Common 
Stock on the date of grant as determined under the Plan.  The term of the 
individual Options will expire ten years from their respective dates of grant. 
An Option may be exercised as to all or any number of whole shares of the 
Common Stock with respect to which the Option is vested.  Options may not be 
assigned or transferred, otherwise than by will or the laws of descent and 
distribution.

     No Key Employee is eligible to be granted options under the Stock Option 
Plan representing more than 100,000 shares of Common Stock per calendar year, 
regardless whether the options are Incentive Stock Options, Nonqualified Stock 
Options or a combination thereof.

     The Stock Option Plan is administered by the Joint Compensation 
Committee.  The Joint Compensation Committee has authority to recommend to
the Outside Directors Committee the Key Employees to be granted Options and
the terms of the Options granted.  The Outside Directors Committee has
authority to approve, reject, or modify grants of Options recommended by the
Joint Compensation Committee, and no Option may be granted unless and until
the grant is approved by the Outside Directors Committee.

     The Stock Option Plan is not subject to ERISA.  If an Option is 
exercised, Option Stock will be issued directly by the Corporation at the 
specified exercise price.  No fees, commissions, or other charges will apply 
when an Option is exercised.

TERMS AND CONDITIONS OF STOCK OPTIONS

     GENERAL.  An Option is exercisable only to the extent that it is vested 
on the date of exercise, and no Option will be exercisable after the 
expiration of ten years from the date the Option was granted.  Incentive Stock 
Options granted to an Option holder who owns on the date of grant more than 10 
percent of the total combined voting power of all classes of stock of the 
Corporation (or a parent or subsidiary) will expire five years from the date 
of grant.

     The exercise price of Options may not be less than 100 percent of the 
fair market value of the Common Stock on the date of grant.  However, the 
exercise price of an Incentive Stock Option may not be less than 110 percent 
of the fair market value of the Common Stock on the date of grant if the 
Option holder owns more than 10 percent of the total combined voting power of 
all classes of stock of the Corporation (or its parent or subsidiary).  Fair 
market value of

                                       4
Common Stock is determined by reference to the closing price of the Common 
Stock on the date of grant, unless the Joint Compensation Committee determines 
that an alternative method more  properly reflects fair market value.  In all 
cases, fair market value may not be less than the Par Value of the Common 
Stock.

     An Option may be exercised as to all or any number of whole shares of the 
Common Stock with respect to which the Option is vested.  Options may be 
exercised only by written notice to the Secretary of the Corporation and only 
if the exercise notice is accompanied by payment in cash of the full exercise 
price for the shares with respect to which the Option is exercised, unless the 
Joint Compensation Committee approves, in its sole discretion, payment other 
than in cash.  The Joint Compensation Committee may approve payment of the 
exercise price in the form of (i) Common Stock of the Corporation other than 
Option Stock, (ii) a combination of cash and Common Stock other than Option 
Stock, or (iii) Option Stock provided that, in the case of an Option holder 
who is subject to Section 16 of the 1934 Act (an "Insider"), the requirements 
of Rule 16b-3 promulgated under the 1934 Act are met.  The value of any Common 
Stock used to pay the exercise price or any portion thereof will be the fair 
market value of Common Stock on the date of exercise.

     Options remain qualified as Incentive Stock Options only to the extent 
that the aggregate Fair Market Value of shares of Common Stock with respect to 
which the Incentive Stock Options granted to any person are exercisable for 
the first time during any calendar year (under all plans of the Corporation 
and its parent or subsidiary) does not exceed $100,000. 

     TERMINATION OF EMPLOYMENT.  Vesting of an Option will cease on the date 
that an Option holder is no longer an employee of the Corporation or a parent 
or subsidiary (the  "date of termination"), and the Option will be exercisable 
only to the extent the Option is vested on the date of termination.  However, 
if the Option holder is no longer an employee because of death or disability, 
any Option that is not 100 percent vested will automatically become 100 
percent vested on the date of termination.  If the Option holder's
termination is for any reason other than death, the right to exercise the
Option (to the extent that it is vested) will expire 90 days after the date
of termination unless the Option would then expire during the Pooling Period
and the Common Stock received upon exercise of the Option would be subject
to the Pooling Period transfer restrictions, in which case the right to
exercise the Option will expire 10 calendar days after the end of the
Pooling Period.  "Pooling Period" shall mean the period in which property
is subject to restrictions on transfer in compliance with the
"Pooling-of-Interests Accounting" rules established by the Securities 
and Exchange Commission.  If the Option holder's termination is 
for reason of death, the right to exercise the Option will expire one year 
after the date of the holder's death, and until expiration, the holder's 
heirs, legatees or legal representative may exercise the Option.

     The Outside Directors Committee may also grant Options in substitution of 
options held by individuals who become employees of the Corporation or a 
subsidiary Corporation as a result of an acquisition of such individuals' 
employer by the Corporation or a subsidiary.  If necessary to conform the 
Options to the options for which they are granted in substitution, the Outside 
Directors Committee may grant substitute Options under terms and conditions 
which vary from those otherwise required by the Plan.

                                       5
AMENDMENT OF THE PLAN AND OPTIONS

     The Board of Directors generally may amend the Plan in any manner with 
respect to future grants of Options and the Outside Directors Committee may 
amend outstanding Options in any manner consistent with the Plan. However, no 
Plan or Option amendment will be effective without the approval of the 
shareholders of the Corporation if the amendment (i) materially increases the 
benefits accruing to Insiders; (ii) materially increases the number of 
securities which may be issued under the Plan (other than by reason of an 
adjustment of shares); (iii) materially modifies the requirements as to 
eligibility of Insiders for participation in the Plan within the meaning of 
Rule 16b-3 promulgated under the Act; (iv) changes the class of eligible 
employees, officers or directors; (v) withdraws administration of the Plan 
from a committee of disinterested persons; or (vi) extends the term of the 
Plan or the period during which any outstanding Incentive Stock Option may be 
exercised.  Further, no amendment will be effective if the amendment (i) 
changes the manner of determining the exercise price of Incentive Stock 
Options; (ii) makes individuals who are not employees of the Corporation (or 
its parent or a subsidiary of the Corporation) eligible to be granted 
Incentive Stock Options; (iii) changes the nontransferability of the Options; 
or (iv) alters or impairs any rights or obligations of any outstanding Option 
without the written consent of the Option holder. 

CORPORATE CHANGES; CHANGE OF CONTROL

     In the event of a subdivision or consolidation of shares or other capital 
readjustment, the payment of a stock dividend, or other increase or reduction 
in the number of outstanding shares of Common Stock, the Plan provides for 
appropriate adjustments to (i) the number and class of shares subject to the 
Plan and (ii) the number, class, and per share price of shares subject to
outstanding Options.  In the event of liquidation or dissolution of the 
Corporation, a corporate reorganization in which the Corporation is not the 
survivor, or a sale of all or substantially all of the assets of the 
Corporation, all outstanding Options will be fully vested and exercisable 
during the 30-day period preceding the event unless the Plan is continued and 
the Options are assumed or substituted with new Options for stock of a 
successor corporation (or a parent or subsidiary) with appropriate adjustments 
to the number and kind of shares subject to, and exercise prices of, the 
substitute Options.  However, if exercise of any of the Options that otherwise 
would be exercisable during the 30-day period preceding the event would not be 
in conformity with all applicable Federal securities laws, or if the immediate 
exercisability of the Options would result in an "excess parachute payment" as 
defined in Section 280G of the Code, the Options will not become immediately 
exercisable and will be cancelled as of the event, unless the Joint 
Compensation Committee determines otherwise.

     In the event of a Change in Control of the Corporation, all then-
outstanding Options will automatically become 100 percent vested and 
exercisable.  However, if exercise of any of the Options would not be in 
conformity with all applicable federal securities laws, or if the immediate 
exercisability of the Options would result in an "excess parachute payment" as 
defined in Section 280G of the Code, the Options will not become immediately 
exercisable, unless the Joint Compensation Committee determines otherwise. 
"Change in Control" means a sale of substantially all of the Corporation's 
assets or a change in the ownership of securities of the Corporation 
representing 25 percent or more of the aggregate voting power of the 
Corporation's then-outstanding voting securities, provided that no Change in 
Control will result from transfers of voting securities by a more than 25 
percent shareholder to an immediate family member, a 

                                       6
trust for the benefit of the 25 percent shareholder or such shareholder's 
immediate family member, a trust revocable by the 25 percent shareholder, 
entities over which the 25 percent shareholder has the direct or indirect 
power to direct the management or policies or charitable organizations funded 
by the 25 percent shareholder.  Furthermore, no Change in Control will result 
from the acquisition of voting securities by an individual who is not a 25 
percent shareholder but who was a 25 percent shareholder on the effective date 
of the Plan or any acquisition of voting securities by any person, trust or 
other entity (described in the preceding sentence) to which a 25 percent 
shareholder may transfer securities without causing a Change in Control.

TAX CONSEQUENCES

     Information regarding the federal income tax consequences of Options 
granted under the Stock Option Plan follows.  This information is not intended 
to be exhaustive and is only intended to briefly summarize the federal income 
tax statutes, regulations and currently available agency interpretations 
thereof, and is intended to apply to the Stock Option Plan as normally 
operated.

     INCENTIVE STOCK OPTIONS.     An Option holder will not realize taxable 
income upon the grant of an Incentive Stock Option.  In addition, an Option 
holder will not realize taxable income upon the exercise of an Incentive Stock 
Option. However, an Option holder's alternative minimum taxable income will be 
increased by the amount that the fair market value of the Option Stock, 
generally determined as of the date of exercise, exceeds the exercise price of 
the Option.  If the Option holder sells the Common Stock acquired upon 
exercise of an Incentive Stock Option, the tax consequences of the sale (a 
"disposition") depend upon whether the disposition is qualifying or 
disqualifying.  The disposition of the Option Stock is qualifying if made at 
least two years after the date the Incentive Stock Option was granted and at 
least one year after the date the Incentive Stock Option was exercised.  If 
the disposition of the Option Stock is qualifying, any excess of the sale 
price of the Option Stock over the exercise price of the Option would be 
treated as long-term capital gain taxable to the Option holder at the time of 
the sale.  If the disposition is not qualifying, i.e., a disqualifying 
disposition, the excess of the fair market value of the Option Stock on the 
date the Option was exercised over the exercise price would be compensation 
income taxable to the Option holder at the time of the disposition, and any 
excess of the sale price of the Option Stock over the fair market value of the 
Option Stock on the date the Option was exercised would be taxed as capital 
gain.

     Unless an Option holder engages in a disqualifying disposition, the 
Corporation will not be entitled to a deduction with respect to an Incentive 
Stock Option.  However, if an Option holder engages in a disqualifying 
disposition, the Corporation will be entitled to a deduction equal to the 
amount of compensation income taxable to the Option holder.

     NONQUALIFIED STOCK OPTIONS.     An Option holder will not realize taxable 
income upon the grant of a Nonqualified Stock Option.  However, when the 
Option holder exercises the Option, the difference between the exercise price 
of the Option and the fair market value of the Option Stock on the date of 
exercise is compensation income taxable to the Option holder.  The Corporation 
will be entitled to a deduction equal to the amount of compensation income 
taxable to the Option holder, as long as income taxes are withheld on the 
Option holder's compensation income.

                                       7
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which are on file with the Securities and 
Exchange Commission, are incorporated herein by reference and made a part 
hereof:

     (a)     Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1993;

     (b)     Registrant's Quarterly Report on Form 10-Q for the period 
             ended March 31, 1994, as amended by Forms 10-QA dated 
             May 31, 1994;

     (c)     Registrant's Proxy Statement for the Annual Meeting of
             Shareholders dated May 11, 1994;

     (d)     Registrant's Quarterly Reports on Form 10-Q for the periods 
             ended June 30, 1994 and September 30, 1994;

     (e)     Registrant's Current Reports on Forms 8-K dated May 9, 1994,
             July 14, 1994, September 16, 1994 and September 27, 1994; and

     (f)     The description of Registrant's Common Stock contained in
             Registrant's Registration Statement on Form S-3, as amended
             by Amendment No. 1 dated November 4, 1993.

     All reports and other documents filed by Registrant pursuant to Sections 
13(a), 13(b), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
have been sold or which de-registers all securities remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from the 
date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, as Registrant's Common Stock is registered under 
Section 12.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL

     The consolidated financial statements and schedules of the Registrant 
contained in Registrant's Annual Report on Form 10-K as of December 31, 1993 
and 1992 and for the years ended December 31, 1993, 1992, and 1991, 
incorporated herein by reference, have been audited by Arthur Andersen & Co., 
independent public accountants, as stated in their report with respect thereto 
which is incorporated by reference herein upon the authority of said firm as 
experts in giving said reports. With respect to the financial statements of 
Riggs AP, an indirect, wholly owned subsidiary of the Registrant, as of 
December 31, 1992 and for the years ended December 31, 1992 and 1991, Arthur 
Andersen & Co. has based its report referred to above, as stated in such 
report, solely on the report of Ernst & Young, independent auditors, with 
respect 

                                       8
to such financial statements of Riggs AP.  The report of Ernst & Young with 
respect to such financial statements is incorporated herein by reference upon 
the authority of said firm as experts in giving said reports. 

     The validity of the shares of Common Stock offered hereby will be passed 
upon for the Corporation by David Lesser, General Counsel of the Company.  As 
of the date of this Prospectus, Mr. Lesser owned 1,000 shares of Common Stock 
directly and 1,000 shares held in trust for his son.  Mr. Lesser also owned 
350 shares of Series B Preferred Stock.  In addition, Mr. Lesser held 
outstanding stock options for 20,000 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware, 
Article Eleventh of the Corporation's Certificate of Incorporation and Section 
14.1 of the Corporation's Bylaws provide for indemnification of the 
Corporation's directors and officers in a variety of circumstances which may 
include liabilities under the Securities Act of 1933.

     The general effect of the provisions in the Corporation's Certificate of 
Incorporation and Delaware General Corporation Law is to provide that the 
Corporation 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 
Corporation, if they acted in good faith and in a manner they reasonably 
believed to be in or not opposed to the best interests of the Corporation, 
and, with respect to any criminal action or proceeding, had no reasonable 
cause to believe their conduct was unlawful.  With respect to legal 
proceedings by or in the right of the Corporation in which a director or 
officer is adjudged liable for improper performance of his duty to the 
Corporation or another enterprise which he served in a similar capacity at the 
request of the Corporation, indemnification is limited by such provisions to 
that amount which is permitted by the court.  In addition, the Corporation has 
purchased insurance as permitted by Delaware law on behalf of directors, 
officers, employees or agents, which may cover liabilities under the 
Securities Act of 1933.

     In addition, Article Eleventh of the Corporation's Certificate of 
Incorporation provides that no director of the Corporation will be personally 
liable to the Corporation 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 Corporation's own stock; or (iv) any transaction 
in which the director obtains an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     None.

                                       9
ITEM 8.  EXHIBITS

     Item Number as per Item 601 of Regulation S-K.

     4(A)     The Riggs National Corporation 1994 Stock Option Plan (filed as 
an Exhibit to Registrant's Quarterly Report on Form 10-Q for the period ended 
June 30, 1994 which is incorporated herein by reference).

     5(A)     Opinion of David Lesser, Esquire, General Counsel of the 
Registrant, with respect to legality of the Common Stock of the Registrant 
registered hereunder (filed herewith).

     24(A)    Consent of Arthur Andersen LLP (filed herewith). Consent of 
Ernst & Young (filed herewith).

     25       Power of Attorney (filed herewith).

ITEM 9.  UNDERTAKINGS

     ITEM 512(A).  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 registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to Section 13 
or 15(d) of the Securities Exchange Act of 1934 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 the time shall be deemed to be the 
initial bona fide offering thereof.

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

                                      10
ITEM 512(B).     Registrant undertakes that, for purposes of determining 
any liability under the Securities Act of 1933, each filing of Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Securities 
Exchange Act of 1934 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.

     ITEM 512(E).     (1) Registrant undertakes to deliver or cause to be 
delivered with the prospectus to each employee to whom the prospectus is sent 
or given, a copy of Registrant's latest annual report to stockholders that is 
incorporated by reference in the prospectus and furnished pursuant to and 
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities 
Exchange Act of 1934, and, where interim financial information required to be 
presented by Article 3 of Regulation S-X are not set forth in the prospectus, 
to deliver, or cause to be delivered to each employee to whom the prospectus 
is sent or given, the latest quarterly report that is specifically 
incorporated by reference in the prospectus to provide such interim financial 
information.

     ITEM 512(H).     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.

                                      11
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 Washington, District of Columbia, on 
this 15th day of November, 1994.

                                         RIGGS NATIONAL CORPORATION,
                                         a Delaware corporation (Registrant)

                                         By: /s/ JOE L. ALLBRITTON
                                         _________________________
                                         Joe L. Allbritton
                                         Chairman of the Board and
                                         Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated:

SIGNATURE                       TITLE                     DATE
_________                       _____                     ____

/s/ JOE L. ALLBRITTON            Chairman of the Board     November 15, 1994
_____________________________   and Chief Executive
Joe L. Allbritton               Officer
 
 

/s/ ROBERT L. SLOAN             Vice Chairman of the      November 15, 1994
____________________________    Board
Robert L. Sloan

 

/s/ TIMOTHY C. COUGHLIN         President                 November 15, 1994
____________________________
Timothy C. Coughlin
 
 

/s/ JOHN L. DAVIS               Chief Financial Officer   November 15, 1994
____________________________    (Principal Financial
John L. Davis                   and Accounting Officer)

                                      12
SIGNATURE                       TITLE                     DATE
_________                       _____                     ____

/s/ BARBARA B. ALLBRITTON       Director                  November 15, 1994
____________________________
Barbara B. Allbritton

/s/ ROBERT L. ALLBRITTON        Director                  November 15, 1994
____________________________
Robert L. Allbritton

/s/ FREDERICK L. BOLLERER       Director                  November 15, 1994
____________________________
Frederick L. Bollerer

/s/ CALVIN CAFRITZ              Director                  November 15, 1994
____________________________
Calvin Cafritz

/s/ CHARLES A. CAMALIER, III    Director                  November 15, 1994
____________________________
Charles A. Camalier, III

/s/ RONALD E. CUNEO             Director                  November 15, 1994
____________________________
Ronald E. Cuneo

/s/ FLOYD E. DAVIS, III         Director                  November 15, 1994
____________________________
Floyd E. Davis, III
 
 

/s/ JACQUELINE C. DUCHANGE      Director                  November 15, 1994
____________________________
Jacqueline C. Duchange

                                      13
SIGNATURE                       TITLE                     DATE
_________                       _____                     ____

/s/ MICHELA A. ENGLISH          Director                  November 15, 1994
____________________________
Michela A. English

/s/ JAMES E. FITZGERALD         Director                  November 15, 1994
____________________________
James E. Fitzgerald

/s/ DAVID J. GLADSTONE          Director                  November 15, 1994
____________________________
David J. Gladstone

/s/ LAWRENCE I. HEBERT          Director                  November 15, 1994
____________________________
Lawrence I. Hebert

/s/ MICHAEL J. JACKSON          Director                  November 15, 1994
____________________________
Michael J. Jackson

/s/ LEO J. O'DONOVAN, S.J.      Director                  November 15, 1994
____________________________
Leo J. O'Donovan, S.J.

/s/ STEVEN B. PFEIFFER          Director                  November 15, 1994
____________________________
Steven B. Pfeiffer

/s/ JOHN A. SARGENT             Director                  November 15, 1994
____________________________
John A. Sargent

                                      14
SIGNATURE                       TITLE                     DATE
_________                       _____                     ____

/s/ JAMES W. SYMINGTON          Director                  November 15, 1994
____________________________
James W. Symington

/s/ JACK VALENTI                Director                  November 15, 1994
____________________________
Jack Valenti

/s/ EDDIE N. WILLIAMS           Director                  November 15, 1994
____________________________
Eddie N. Williams

*    David Lesser, 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
     Securities and Exchange Commission.

                                              /s/ DAVID LESSER
                                         ______________________________
                                         David Lesser, Attorney-in-Fact

                                      15