<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996

                                                         REGISTRATON NO.       
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ---------------
                         FIRST CHICAGO NBD CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                    38-1984850
     (STATE OF OTHER JURISDICTION OF             (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

        ONE FIRST NATIONAL PLAZA                        60670
            CHICAGO, ILLINOIS                        (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         FIRST CHICAGO NBD CORPORATION
                              DIRECTOR STOCK PLAN

                           (FULL TITLE OF THE PLAN)

                               ROBERT A. ROSHOLT
                            CHIEF FINANCIAL OFFICER
                         FIRST CHICAGO NBD CORPORATION
                           ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60670
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                (312) 732-3209
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                           SHERMAN I. GOLDBERG, ESQ.
                         FIRST CHICAGO NBD CORPORATION
                           ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60670

                              -------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                               PROPOSED                 PROPOSED
                                                                MAXIMUM                 MAXIMUM
TITLE OF SECURITIES TO BE              AMOUNT TO BE          OFFERING PRICE            AGGREGATE                 AMOUNT OF
     REGISTERED                         REGISTERED             PER SHARE(1)          OFFERING PRICE(1)      REGISTRATION FEE(1)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                   <C>                  <C>
COMMON STOCK, $1 PAR VALUE......      1,000,000 SHARES       $43.281               $43,281,000          $14,925
- -------------------------------------------------------------------------------------------------------------------------

</TABLE>


1)  Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h), based upon the average of the high and low
    prices of Common Stock reported on the New York Stock Exchange Composite
    Transactions Tape for June 3, 1996.

<PAGE>
 
          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   The following documents heretofore filed by First Chicago NBD Corporation
("FCN") (File No. 1-7127) with the Commission are incorporated by reference in
the Registration Statement:

        (a)  FCN's Annual Report on Form 10-K for the fiscal year ended December
             31, 1995;

        (b)  FCN's Quarterly Report on Form 10-Q for the quarter ended March 31,
             1996;

        (c)  FCN's Current Reports on Form 8-K dated January 16, 1996, January
             26, 1996 and April 15, 1996; 

        (d)  The description of FCN Common Stock set forth in a registration
             statement of NBD Bancorp, Inc., a predecessor to FCN, filed
             pursuant to Section 12 of the Securities Exchange Act of 1934, as
             amended, (the "Exchange Act") and any amendment or report filed
             with the Commission for the purpose of updating such description.

All documents filed by FCN pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into the Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

Item 4.   Description of Securities

        This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

        The validity of the shares of Common Stock of FCN offered hereby has
been passed upon for FCN by Sherman I. Goldberg. Mr. Goldberg is Executive Vice
President, General Counsel and Secretary of FCN and is also a stockholder of FCN
and a holder of options to purchase shares of FCN. At March 31, 1996, Mr.
Goldberg was the record and beneficial owner of 163,377 shares of FCN Common
Stock and held options to purchase 250,264 shares

<PAGE>
 
of FCN Common Stock.

The consolidated financial statements of FCN included in the Form 10-K for the
year ended December 31, 1995, incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

Item 6.         Indemnification of Directors and Officers

        Article Eight of FCN's Restated Certificate of Incorporation, as amended
(the "FCN Certificate"), provides for indemnification of directors and 
officers.  The provision provides that any person shall be indemnified and 
reimbursed by FCN for expenses and liabilities imposed upon the person in 
connection with any action, suit or proceeding, civil or criminal, or threat 
thereof, in which the person may be involved by reason of the person being or 
having been a director, officer, employee or agent of FCN, or of any corporation
or organization which the person served in any capacity at the request of FCN, 
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of FCN and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe the person's 
conduct was unlawful; provided, however, that no indemnification shall be made 
in respect of any matter as to which such person has been adjudged to be liable 
for negligence or misconduct in the performance of the person's duty to FCN 
unless the Court of Chancery of Delaware or the court in which such action or 
suit was brought shall determine upon application that such person is fairly and
reasonably entitled to indemnity.

        The directors and officers of FCN are covered by an insurance policy, 
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might by incurred by them in such capacity.

        Insofar as indemnification for liabilities arising under the Securities 
Act of 1933, as amended (the "Securities Act"), may be permitted to directors, 
officers or persons controlling FCN pursuant to the foregoing provisions, FCN 
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore 
unenforceable.

Item 7. Exemption from Registration Claimed.

       This item is inapplicable.

<PAGE>
 
Item 8. Exhibits.

       This Registration Statement includes the following Exhibits:

Exhibit
Number                         Description of Exhibits
- -------                        -----------------------

5               Opinion of Counsel to FCN as to legality of securities being 
                issued

23(a)           Consent of Arthur Andersen LLP

23(b)           Consent of Counsel to FCN (included in Exhibit 5 hereof)

24              Powers of Attorney

99(a)           FCN Director Stock Plan (incorporated by reference herein to
                Exhibit 10(X) to FCN's Annual Report on Form 10-K for the year
                ended December 31, 1995)

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement: (i) to 
include any prospectus required by Section 10(a)(3) of the Securities Act 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.  
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the maximum 
aggregate offering price set forth in the "Calculation of Registration Fee" 
table in the effective Registration Statement; and (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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on 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 Section 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

<PAGE>
 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

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

        (4)  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 (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.

        (5)  That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by 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, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>
 
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, FCN
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement 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 Chicago, State of
Illinois, on the 6th day of June, 1996.
                

                                       FIRST CHICAGO NBD CORPORATION


                                       By: /s/ M. Eileen Kennedy 
                                           --------------------------
                                             M. Eileen Kennedy
                                             Attorney-in-Fact

        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 June 6, 1996.

    Signature                             Title
    ---------                             -----

/s/ Terence E. Adderley *
- -------------------------------
    Terence E. Adderley                  Director
                                      
                                      
/s/ James K. Baker *                  
- -------------------------------       
    James K. Baker                       Director
                                      
                                      
/s/ John H. Bryan *                   
- -------------------------------       
    John H. Bryan                        Director
                                      
                                      
/s/ Siegfried Buschmann *             
- -------------------------------       
    Siegfried Buschmann                  Director
                                      
                                      
/s/ James S. Crown *                  
- -------------------------------       
    James S. Crown                       Director
                                      
                                      
/s/ Maureen A. Fay, O.P. *            
- -------------------------------       
    Maureen A. Fay, O.P.                 Director
                                      
                                      
/s/ Charles T. Fisher III *           
- -------------------------------       
    Charles T. Fisher III                Director
                                      
                                      
/s/ Donald V. Fites *                 
- -------------------------------       
    Donald V. Fites                      Director
                                      
                                       
/s/ Vern G. Istock *
- -------------------------------
    Vern G. Istock                       Director and Principal Executive
                                           Officer


<PAGE>


/s/ Thomas H. Jeffs II *
- -------------------------------
    Thomas H. Jeffs II                      Director


/s/ Richard A. Manoogian *
- -------------------------------
    Richard A. Manoogian                    Director


/s/ Scott P. Marks, Jr. *
- -------------------------------
    Scott P. Marks, Jr.                     Director



- -------------------------------
    William T. McCormick, Jr.               Director


/s/ Earl L. Neal *
- -------------------------------
    Earl L. Neal                            Director


/s/ James J. O'Connor *
- -------------------------------
    James J. O'Connor                       Director


/s/ Thomas E. Reilly, Jr. *
- -------------------------------
    Thomas E. Reilly, Jr.                   Director


/s/ Patrick G. Ryan *
- -------------------------------
    Patrick G. Ryan                         Director


/s/ Adele Simmons *
- -------------------------------
    Adele Simmons                           Director


/s/ Richard L. Thomas *
- -------------------------------             
    Richard L. Thomas                       Director


/s/ David J. Vitale *
- -------------------------------             
    David J. Vitale                         Director


/s/ Robert A. Rosholt *
- -------------------------------             
    Robert A. Rosholt                       Principal Financial Officer


/s/ William J. Roberts *
- -------------------------------
    William J. Roberts                      Principal Accounting Officer


- -------------------------------
*  The undersigned, by signing her name hereto, does hereby sign this
   Registration Statement on behalf of each of the above-indicated directors and
   officers of the Registrant pursuant to a power of attorney signed by such
   directors and officers.

                                              /s/ M. Eileen Kennedy
                                            -------------------------------
                                              M. Eileen Kennedy
                                              Attorney-in-Fact

<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
Number                           Description of Exhibits
- -------                          -----------------------

  5          Opinion of Counsel to FCN as to legality of securities being
             issued

  23(a)      Consent of Arthur Andersen LLP

  23(b)      Consent of Counsel to FCN (included in Exhibit 5 hereof)

  24         Powers of Attorney

  99(a)      FCN Director Stock Plan (incorporated by reference herein to
             Exhibit 10(X) to FCN's Annual Report on Form 10-K for the year
             ended December 31, 1995)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18924}]
{"company-data": {"conformed-name": "FIRST CHICAGO NBD CORP", "cik": "0000070040", "assigned-sic": "6021", "irs-number": "381984850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05375", "film-number": "96577725"}, "business-address": {"street1": "ONE FIRST NATIONAL PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60670", "phone": "3127324000"}, "mail-address": {"street1": "ONE FIRST NATIONAL PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60670"}, "former-company": [{"former-conformed-name": "NBD BANCORP INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "NATIONAL DETROIT CORP", "date-changed": "19810522"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996

                                                         REGISTRATON NO.       
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ---------------
                         FIRST CHICAGO NBD CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                    38-1984850
     (STATE OF OTHER JURISDICTION OF             (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

        ONE FIRST NATIONAL PLAZA                        60670
            CHICAGO, ILLINOIS                        (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         FIRST CHICAGO NBD CORPORATION
                              DIRECTOR STOCK PLAN

                           (FULL TITLE OF THE PLAN)

                               ROBERT A. ROSHOLT
                            CHIEF FINANCIAL OFFICER
                         FIRST CHICAGO NBD CORPORATION
                           ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60670
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                (312) 732-3209
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                           SHERMAN I. GOLDBERG, ESQ.
                         FIRST CHICAGO NBD CORPORATION
                           ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60670

                              -------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED                 PROPOSED
                                                                MAXIMUM                 MAXIMUM
TITLE OF SECURITIES TO BE              AMOUNT TO BE          OFFERING PRICE            AGGREGATE                 AMOUNT OF
     REGISTERED                         REGISTERED             PER SHARE(1)          OFFERING PRICE(1)      REGISTRATION FEE(1)
- -------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $1 PAR VALUE......      1,000,000 SHARES       $43.281               $43,281,000          $14,925
- -------------------------------------------------------------------------------------------------------------------------
1)  Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h), based upon the average of the high and low
    prices of Common Stock reported on the New York Stock Exchange Composite
    Transactions Tape for June 3, 1996.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   The following documents heretofore filed by First Chicago NBD Corporation
("FCN") (File No. 1-7127) with the Commission are incorporated by reference in
the Registration Statement:

        (a)  FCN's Annual Report on Form 10-K for the fiscal year ended December
             31, 1995;

        (b)  FCN's Quarterly Report on Form 10-Q for the quarter ended March 31,
             1996;

        (c)  FCN's Current Reports on Form 8-K dated January 16, 1996, January
             26, 1996 and April 15, 1996; 

        (d)  The description of FCN Common Stock set forth in a registration
             statement of NBD Bancorp, Inc., a predecessor to FCN, filed
             pursuant to Section 12 of the Securities Exchange Act of 1934, as
             amended, (the "Exchange Act") and any amendment or report filed
             with the Commission for the purpose of updating such description.

All documents filed by FCN pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into the Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

Item 4.   Description of Securities

        This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

        The validity of the shares of Common Stock of FCN offered hereby has
been passed upon for FCN by Sherman I. Goldberg. Mr. Goldberg is Executive Vice
President, General Counsel and Secretary of FCN and is also a stockholder of FCN
and a holder of options to purchase shares of FCN. At March 31, 1996, Mr.
Goldberg was the record and beneficial owner of 163,377 shares of FCN Common
Stock and held options to purchase 250,264 shares
of FCN Common Stock.

The consolidated financial statements of FCN included in the Form 10-K for the
year ended December 31, 1995, incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

Item 6.         Indemnification of Directors and Officers

        Article Eight of FCN's Restated Certificate of Incorporation, as amended
(the "FCN Certificate"), provides for indemnification of directors and 
officers.  The provision provides that any person shall be indemnified and 
reimbursed by FCN for expenses and liabilities imposed upon the person in 
connection with any action, suit or proceeding, civil or criminal, or threat 
thereof, in which the person may be involved by reason of the person being or 
having been a director, officer, employee or agent of FCN, or of any corporation
or organization which the person served in any capacity at the request of FCN, 
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of FCN and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe the person's 
conduct was unlawful; provided, however, that no indemnification shall be made 
in respect of any matter as to which such person has been adjudged to be liable 
for negligence or misconduct in the performance of the person's duty to FCN 
unless the Court of Chancery of Delaware or the court in which such action or 
suit was brought shall determine upon application that such person is fairly and
reasonably entitled to indemnity.

        The directors and officers of FCN are covered by an insurance policy, 
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might by incurred by them in such capacity.

        Insofar as indemnification for liabilities arising under the Securities 
Act of 1933, as amended (the "Securities Act"), may be permitted to directors, 
officers or persons controlling FCN pursuant to the foregoing provisions, FCN 
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore 
unenforceable.

Item 7. Exemption from Registration Claimed.

       This item is inapplicable.
Item 8. Exhibits.

       This Registration Statement includes the following Exhibits:

Exhibit
Number                         Description of Exhibits
- -------                        -----------------------

5               Opinion of Counsel to FCN as to legality of securities being 
                issued

23(a)           Consent of Arthur Andersen LLP

23(b)           Consent of Counsel to FCN (included in Exhibit 5 hereof)

24              Powers of Attorney

99(a)           FCN Director Stock Plan (incorporated by reference herein to
                Exhibit 10(X) to FCN's Annual Report on Form 10-K for the year
                ended December 31, 1995)

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement: (i) to 
include any prospectus required by Section 10(a)(3) of the Securities Act 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.  
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the maximum 
aggregate offering price set forth in the "Calculation of Registration Fee" 
table in the effective Registration Statement; and (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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on 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 Section 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 that time shall be deemed to be the initial bona fide offering 
thereof.

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

        (4)  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 (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.

        (5)  That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by 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, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, FCN
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement 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 Chicago, State of
Illinois, on the 6th day of June, 1996.
                

                                       FIRST CHICAGO NBD CORPORATION

                                       By: /s/ M. Eileen Kennedy 
                                           --------------------------
                                             M. Eileen Kennedy
                                             Attorney-in-Fact

        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 June 6, 1996.

    Signature                             Title
    ---------                             -----

/s/ Terence E. Adderley *
- -------------------------------
    Terence E. Adderley                  Director
                                      
                                      
/s/ James K. Baker *                  
- -------------------------------       
    James K. Baker                       Director
                                      
                                      
/s/ John H. Bryan *                   
- -------------------------------       
    John H. Bryan                        Director
                                      
                                      
/s/ Siegfried Buschmann *             
- -------------------------------       
    Siegfried Buschmann                  Director
                                      
                                      
/s/ James S. Crown *                  
- -------------------------------       
    James S. Crown                       Director
                                      
                                      
/s/ Maureen A. Fay, O.P. *            
- -------------------------------       
    Maureen A. Fay, O.P.                 Director
                                      
                                      
/s/ Charles T. Fisher III *           
- -------------------------------       
    Charles T. Fisher III                Director
                                      
                                      
/s/ Donald V. Fites *                 
- -------------------------------       
    Donald V. Fites                      Director
                                      
                                       
/s/ Vern G. Istock *
- -------------------------------
    Vern G. Istock                       Director and Principal Executive
                                           Officer
/s/ Thomas H. Jeffs II *
- -------------------------------
    Thomas H. Jeffs II                      Director

/s/ Richard A. Manoogian *
- -------------------------------
    Richard A. Manoogian                    Director

/s/ Scott P. Marks, Jr. *
- -------------------------------
    Scott P. Marks, Jr.                     Director

- -------------------------------
    William T. McCormick, Jr.               Director

/s/ Earl L. Neal *
- -------------------------------
    Earl L. Neal                            Director

/s/ James J. O'Connor *
- -------------------------------
    James J. O'Connor                       Director

/s/ Thomas E. Reilly, Jr. *
- -------------------------------
    Thomas E. Reilly, Jr.                   Director

/s/ Patrick G. Ryan *
- -------------------------------
    Patrick G. Ryan                         Director

/s/ Adele Simmons *
- -------------------------------
    Adele Simmons                           Director

/s/ Richard L. Thomas *
- -------------------------------             
    Richard L. Thomas                       Director

/s/ David J. Vitale *
- -------------------------------             
    David J. Vitale                         Director

/s/ Robert A. Rosholt *
- -------------------------------             
    Robert A. Rosholt                       Principal Financial Officer

/s/ William J. Roberts *
- -------------------------------
    William J. Roberts                      Principal Accounting Officer

- -------------------------------
*  The undersigned, by signing her name hereto, does hereby sign this
   Registration Statement on behalf of each of the above-indicated directors and
   officers of the Registrant pursuant to a power of attorney signed by such
   directors and officers.

                                              /s/ M. Eileen Kennedy
                                            -------------------------------
                                              M. Eileen Kennedy
                                              Attorney-in-Fact
EXHIBIT INDEX

Exhibit
Number                           Description of Exhibits
- -------                          -----------------------

  5          Opinion of Counsel to FCN as to legality of securities being
             issued

  23(a)      Consent of Arthur Andersen LLP

  23(b)      Consent of Counsel to FCN (included in Exhibit 5 hereof)

  24         Powers of Attorney

  99(a)      FCN Director Stock Plan (incorporated by reference herein to
             Exhibit 10(X) to FCN's Annual Report on Form 10-K for the year
             ended December 31, 1995)