<PAGE>   1
                                             REGISTRATION NO. ___________

                                                             
                                      UNITED STATES
                            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 BANC CORPORATION
                              DIRECTORS' DEFERRED COMPENSATION 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 North Woodward Ave., Suite 101
                              Bloomfield Hills, Michigan  48304
                                       (248) 433-7308












<PAGE>  2
<TABLE>
<CAPTION>

                  CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
<S>             <C>             <C>            <C>          <C>
                                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          52,500
Stock,          shares (2)      $  45.00 (3)   $2,362,500 (3)  $ 715.91 (3)
$5.00 par
value (1)
--------------------------------------------------------------------------

(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) Plus an indeterminate number of additional shares as may be issuable
    in the event of an increase in the number of issued shares of Empire
    Banc Corporation resulting from a subdivision of such shares, the
    payment of stock dividends or certain other capital adjustments as
    provided in the above-referenced Plan.

(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

The Registrant is authorized to issue 5,000,000 shares of common stock,
$5.00 par value and 2,000,000 shares of preferred stock, $1.00 par value.
None of the authorized shares of preferred stock are currently outstanding,
although shares of preferred stock may be issued from time to time in one
or more series by the Board of Directors.  The Board of Directors shall
have the authority to fix and determine the rights and preferences of the
shares of any series of preferred stock so established, including, without
limitation, the rate of dividend, whether the dividend shall be cumulative,
whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption, the amount payable upon shares in the
event of voluntary or involuntary liquidation, sinking fund provisions, if
any, for the redemption or purchase of shares, the terms and conditions,
if any, on which shares may be converted, and voting rights, if any.

Subject to any preferential or other rights of any series of the
Registrant's preferred stock, if and when outstanding, holders of the
Registrant's common stock are entitled to receive dividends, out of any
funds of the Registrant legally available therefor, at the rate and at the
time or times as may be provided by the Board of Directors.  Subject to

<PAGE>  4

any preferential or other rights of any series of the Registrant's
preferred stock, if and when outstanding, holders of the Registrant's
common stock are entitled to receive distributions legally payable to
shareholders on the liquidation of the Registrant.  Holders of the
Registrant's common stock, on the basis of one vote per share, have the
right to vote for the election of members of the Board of Directors of
the Registrant and the right to vote on all other matters, except those
matters in which a separate class of the Registrant's shareholders vote
by class or series.  Holders of the Registrant's common stock have no
cumulative voting rights in electing directors.  Holders of the
Registrant's common stock have no preemptive rights to subscribe for any
additional shares of capital stock which the Registrant may issue.  The
Registrant's common stock is neither convertible nor redeemable.  All
outstanding shares of the Registrant's common stock are fully paid and
non-assessable and have tandem shareholder rights (the "Preferred Stock
Purchase Rights").  The Registrant's common stock is listed for trading
on the Nasdaq over-the-counter market. 

The Registrant has also reserved 50,000 shares of preferred stock for
issuance as Series A Junior Participating Preferred Stock, $1.00 par
value, upon the exercise of the Preferred Stock Purchase Rights issued
to holders of and in tandem with all outstanding shares of the Registrant's
common stock.  The terms of the preferred stock purchase rights are
described in the Registrant's Registration Statement dated December 20,
1990 on Form 8-A and the Registrant's Rights Agreement dated as of December
19, 1990 filed therewith and incorporated herein by reference.  


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
(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

<PAGE>  5

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, File No. 0-15839).

   (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, File No. 0-15839).

   (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, File No. 0-15839).

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

15.    Not applicable.



<PAGE>  6

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.

99.     Empire Banc Corporation Directors' Deferred Compensation Plan,
        as amended and restated February 20, 1997.

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>  7

    (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.  

                                   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







<PAGE>  8

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 J. Israel and either 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.

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 25th day of September, 1997.

<TABLE>
<S>                                         <C>

/s/ James E. Dutmers, Jr.                   /s/ John R. Anderson
_____________________________________       ______________________________
James E. Dutmers, Jr.                       John R. Anderson
Chairman and Chief Executive Officer        Director
(principal executive officer)


/s/ Robert L. Israel                       
_____________________________________       ______________________________
Robert L. Israel                            Michael H. Dennos
President and Chief Operating Officer       Director


/s/ William T. Fitzgerald, Jr.               /s/ Don A. Good, M.D.
____________________________________        ______________________________
William T. Fitzgerald, Jr.                  Don A. Good, M.D.
Chief Financial Officer, Secretary/         Director
Treasurer (Principal Financial and
Accounting Officer)

</TABLE>

<PAGE>  9

<TABLE>
<S>                                     <C>

/s/ Deborah J. Knudsen                  
___________________________________     __________________________________
Deborah J. Knudsen                      John M. Rockwood, Jr.
Director                                Director


/s/ Thomas G. McIntyre                  /s/ Laurence P. Skendzel, M.D.
___________________________________     __________________________________
Thomas G. McIntyre                      Laurence P. Skendzel, M.D.
Director                                Director


/s/ Ronald G. Reffitt, Sr.              
___________________________________     __________________________________
Ronald G. Reffitt, Sr.                  Louis A. Smith
Director                                Director




</TABLE>
































<PAGE>  10

EXHIBIT INDEX



Number
__________________________________________________________________________


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

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

99       Empire Banc Directors' Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "description": "DIRECTORS' DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 22185}]
{"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": "333-36747", "film-number": "97688471"}, "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. ___________

                                                             
                                      UNITED STATES
                            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 BANC CORPORATION
                              DIRECTORS' DEFERRED COMPENSATION 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 North Woodward Ave., Suite 101
                              Bloomfield Hills, Michigan  48304
                                       (248) 433-7308
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          52,500
Stock,          shares (2)      $  45.00 (3)   $2,362,500 (3)  $ 715.91 (3)
$5.00 par
value (1)
--------------------------------------------------------------------------

(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) Plus an indeterminate number of additional shares as may be issuable
    in the event of an increase in the number of issued shares of Empire
    Banc Corporation resulting from a subdivision of such shares, the
    payment of stock dividends or certain other capital adjustments as
    provided in the above-referenced Plan.

(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

The Registrant is authorized to issue 5,000,000 shares of common stock,
$5.00 par value and 2,000,000 shares of preferred stock, $1.00 par value.
None of the authorized shares of preferred stock are currently outstanding,
although shares of preferred stock may be issued from time to time in one
or more series by the Board of Directors.  The Board of Directors shall
have the authority to fix and determine the rights and preferences of the
shares of any series of preferred stock so established, including, without
limitation, the rate of dividend, whether the dividend shall be cumulative,
whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption, the amount payable upon shares in the
event of voluntary or involuntary liquidation, sinking fund provisions, if
any, for the redemption or purchase of shares, the terms and conditions,
if any, on which shares may be converted, and voting rights, if any.

Subject to any preferential or other rights of any series of the
Registrant's preferred stock, if and when outstanding, holders of the
Registrant's common stock are entitled to receive dividends, out of any
funds of the Registrant legally available therefor, at the rate and at the
time or times as may be provided by the Board of Directors.  Subject to
4

any preferential or other rights of any series of the Registrant's
preferred stock, if and when outstanding, holders of the Registrant's
common stock are entitled to receive distributions legally payable to
shareholders on the liquidation of the Registrant.  Holders of the
Registrant's common stock, on the basis of one vote per share, have the
right to vote for the election of members of the Board of Directors of
the Registrant and the right to vote on all other matters, except those
matters in which a separate class of the Registrant's shareholders vote
by class or series.  Holders of the Registrant's common stock have no
cumulative voting rights in electing directors.  Holders of the
Registrant's common stock have no preemptive rights to subscribe for any
additional shares of capital stock which the Registrant may issue.  The
Registrant's common stock is neither convertible nor redeemable.  All
outstanding shares of the Registrant's common stock are fully paid and
non-assessable and have tandem shareholder rights (the "Preferred Stock
Purchase Rights").  The Registrant's common stock is listed for trading
on the Nasdaq over-the-counter market. 

The Registrant has also reserved 50,000 shares of preferred stock for
issuance as Series A Junior Participating Preferred Stock, $1.00 par
value, upon the exercise of the Preferred Stock Purchase Rights issued
to holders of and in tandem with all outstanding shares of the Registrant's
common stock.  The terms of the preferred stock purchase rights are
described in the Registrant's Registration Statement dated December 20,
1990 on Form 8-A and the Registrant's Rights Agreement dated as of December
19, 1990 filed therewith and incorporated herein by reference.  

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
(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
5

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, File No. 0-15839).

   (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, File No. 0-15839).

   (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, File No. 0-15839).

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

15.    Not applicable.
6

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.

99.     Empire Banc Corporation Directors' Deferred Compensation Plan,
        as amended and restated February 20, 1997.

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.
7

    (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.  

                                   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
8

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 J. Israel and either 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.

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 25th day of September, 1997.
/s/ James E. Dutmers, Jr.                   /s/ John R. Anderson
_____________________________________       ______________________________
James E. Dutmers, Jr.                       John R. Anderson
Chairman and Chief Executive Officer        Director
(principal executive officer)

/s/ Robert L. Israel                       
_____________________________________       ______________________________
Robert L. Israel                            Michael H. Dennos
President and Chief Operating Officer       Director

/s/ William T. Fitzgerald, Jr.               /s/ Don A. Good, M.D.
____________________________________        ______________________________
William T. Fitzgerald, Jr.                  Don A. Good, M.D.
Chief Financial Officer, Secretary/         Director
Treasurer (Principal Financial and
Accounting Officer)
9
/s/ Deborah J. Knudsen                  
___________________________________     __________________________________
Deborah J. Knudsen                      John M. Rockwood, Jr.
Director                                Director

/s/ Thomas G. McIntyre                  /s/ Laurence P. Skendzel, M.D.
___________________________________     __________________________________
Thomas G. McIntyre                      Laurence P. Skendzel, M.D.
Director                                Director

/s/ Ronald G. Reffitt, Sr.              
___________________________________     __________________________________
Ronald G. Reffitt, Sr.                  Louis A. Smith
Director                                Director
10

EXHIBIT INDEX

Number
__________________________________________________________________________

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

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

99       Empire Banc Directors' Deferred Compensation Plan