As filed with the Securities and Exchange Commission
                         October 23, 1996

                                   Registration No     . 33-__________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                FIRST OF AMERICA BANK CORPORATION
      (Exact Name of Registrant as Specified in Its Charter)

       MICHIGAN                           38-1971791             
(State of Incorporation)        (IRS Employer Identification No.)

                      211 South Rose Street
                    Kalamazoo, Michigan  49007
             (Address of Principal Executive Offices)

                FIRST OF AMERICA BANK CORPORATION
                     STOCK COMPENSATION PLAN
                     (Full Title of the Plan)


      Richard V. Washburn                    Copy to:
     Senior Vice President              David E. Riggs, Esq.
First of America Bank Corporation   Howard & Howard Attorneys, PC
      211 South Rose Street                 Suite 400
   Kalamazoo, Michigan  49007           107 West Michigan Ave.
        (616) 376-9000                Kalamazoo, Michigan  49007
 (Name, Address, and Telephone
  Number of Agent for Service)


<TABLE>

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

 Common Stock,           3,000,000               $ 52.75    (3)          $ 158,250,000    (3)    $ 47,954        (3)
 $10 par value (1)       shares  (2)
------------------------------------------------------------------------------------------------------------------------
</TABLE>


(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 adjustment as a result of an increase
in  the number  of  issued shares  of Common  Stock  of First  of
America  Bank Corporation  resulting from  a subdivision  of such
shares, the payment  of stock dividends or  certain other capital
adjustments   as   provided   in   the   above-referenced   Stock
Compensation Plan. 

(3)  Estimated in accordance with Rules 457(h) and (c) solely for
the purpose  of calculating the  amount of the registration fee,
based on the  $52.75 average of the high  and low prices
reported for the Registrant's Common Stock on the New York Stock
Exchange on October 17, 1996.<PAGE>

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. 1-10534)  are incorporated in this  Registration Statement by
reference:

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

     (2)  the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;

     (3)  the   information   contained   in   the   Registrant's
definitive  Proxy Statement dated March  13, 1996 relating to its
1996  Annual Shareholders  Meeting  under  the headings  "Certain
Federal   Income   Tax   Consequences"   and   "Performance-Based
Compensation - Section  162(m)  Requirement"  within the  section
titled "(2) Approval of Stock Compensation Plan"; and

     (4)  the  description  of  the  Registrant's  Common  Stock,
$10.00  par value,  and  Series A Junior  participating Preferred
Stock  Purchase Rights  which are  contained in  the Registrant's
Registration  Statements  on Form 8-A  dated  April 30, 1990  and
July 18,  1990,  respectively  filed  under   the  Exchange  Act,
including any  amendments  or reports  filed for  the purpose  of
updating such descriptions.  

     All   documents  filed   by   the  Registrant   pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior  to the filing of a
post-effective  amendment  which  indicates  that  all securities
offered  have been sold or  which deregisters all securities then
remaining unsold shall be deemed  to be incorporated by reference
in  this Registration Statement and to be  a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable. 

Item 6.  Indemnification of Directors and Officers

     Sections  561   through   571  of   the  Michigan   Business
Corporation Act  (the "Act") and  Article V  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  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<PAGE>
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  First  of  America Bank
          Corporation  (incorporated by  reference to  an Exhibit
          filed  in Registrant's  Quarterly Report  Form 10-Q for
          the quarter ended September 30, 1992).  

     (b)  Bylaws   of   First   of   America   Bank   Corporation
          (incorporated  by  reference to  Registrant's Quarterly
          Report on Form  10-Q for  the quarter  ended March  31,
          1996.)  

     (c)  Rights   Agreement  between   First  of   America  Bank
          Corporation and First of America Bank - Michigan, N.A.,
          as Rights Agent, dated as  of July 18, 1990, was  filed
          as an exhibit to Registrant's Report on Form 8-A, dated
          July 18, 1990, and is incorporated herein by reference.

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

15.  Not applicable.

23.  (a)  Consent of KPMG Peat Marwick LLP.

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

28.  Not applicable.

99.  First of America Bank Corporation Stock Compensation Plan **
     **  To be subsequently filed.

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; <PAGE>
               
               
               (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.

     (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, and  controlling persons  of  the Registrant  
          pursuant  to the  foregoing  provisions, or otherwise, 
          the Registrant has  been advised that in the opinion of 
          the Securities and Exchange Commission, such 
          indemnification is against  public policy as  expressed
          in the  Act and is,  therefore, unenforceable.   In the
          event  that  a claim  for indemnification  against such
          liabilities (other than the  payment by the  Registrant
          of expenses incurred or paid by a director, officer, or
          controlling person of the  Registrant in the successful
          defense of any action,  suit or proceeding) is asserted
          by   director,  officer   or   controlling  person   in
          connection  with the  securities being  registered, the
          Registrant will,  unless in the opinion  of its counsel
          the matter has been  settled by controlling  precedent,
          submit  to  a  court  of  appropriate jurisdiction  the
          question whether such indemnification  by it is against
          public  policy as  expressed  in the  Act  and will  be
          governed by the final adjudication of such issue.  <PAGE>
                           
          
                             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 Kalamazoo,  State  of Michigan,  on
October 16, 1996.

                              FIRST OF AMERICA BANK CORPORATION


                              By:/S/ Richard F. Chormann
                                     Director, Chairman and
                                     Chief Executive Officer <PAGE>
                          
     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 16th day of October,
1996.


/S/  RICHARD F. CHORMANN        Chairman, President and 
     Richard F. Chormann        Chief Executive Officer
                                (Principal Executive Officer)

/S/  THOMAS W. LAMBERT          Executive Vice President and      
     Thomas W. Lambert          Chief Financial Officer 
                                (Principal Financial Officer
                                and Principal Accounting
                                Officer)

/S/  JON E. BARFIELD            Director
     Jon E. Barfield

/S/  JOHN W. BROWN              Director
     John W. Brown

/S/  JOEL N. GOLDBERG           Director
     Joel N. Goldberg

/S/  CLIFFORD L. GREENWALT      Director
     Clifford L. Greenwalt        
     
/S/  ROBERT L. HETZLER          Director   
     Robert L. Hetzler

/S/  DOROTHY A. JOHNSON         Director
     Dorothy A. Johnson

/S/  MARTHA MAYHOOD MERTZ       Director
     Martha Mayhood Mertz

/S/  DANIEL R. SMITH            Director
     Daniel R. Smith

/S/  JAMES S. WARE              Director
     James S. Ware

/S/  WALTER J. WOLPIN           Director
     Walter J. Wolpin             
<PAGE>
 


                                     
                                EXHIBIT INDEX



Number

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

23(a)     Consent of KPMG Peat Marwick LLP

99        Amended and  Restated First of America Bank Corporation
          Stock Compensation Plan<PAGE>
                                                        
          
          
EXHIBIT 5

                      Howard & Howard Attorneys, PC
                   107 West Michgian Avenue, Suite 400
                       Kalamazoo, Michigan  49007

                     


                                           Respond to:  Kalamazoo
                                    Direct Dial: (616) 382-8771

October 16, 1996



First of America Bank Corporation
211 South Rose Street
Kalamazoo, Michigan  49007

Attention:  Richard V. Washburn

Greetings:

     We  have  acted   as  counsel  to  First  of   America  Bank
Corporation (the  "Company") in connection  with the  preparation
and  filing  of  a  registration   statement  on  Form  S-8  (the
"Registration Statement")  under  the  Securities  Act  of  1933,
registering  an  additional  3,000,000  shares of  the  Company's
Common  Stock, par  value $10  per share,  issuable as  awards of
restricted stock  or upon  exercise of  stock options  granted to
employees  of  affiliate  banks  of  the  Company  (the  "Banks")
pursuant to  the First of  America Stock  Compensation Plan  (the
"Plan"), which Plan  was adopted  by resolution of  the Board  of
Directors of  the Company  on February 21,  1996 and approved  by
shareholders on April 17, 1996. 

     We have examined originals or copies, certified or otherwise
identified  to  our  satisfaction,  of  such  corporate  records,
certificates,  and other  documents  and conducted  interviews  with
officers  as  we  considered  necessary or  appropriate  for  the
purpose of this opinion.

     It is our opinion that the Common Stock of the Company, when
issued as provided  in the  Plan, will be  legally issued,  fully
paid, and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

     This opinion is rendered pursuant to Item 8 of  Form S-8 and
Item 601 of Regulation S-K may be relied upon only by the Company
and the Securities and  Exchange Commission and may not  be used,
quoted  or referred to and/or filed with any other person without
our prior written permission.

                         Very truly yours,

                         HOWARD & HOWARD 



                     /S/ MELANIE MAYO WEST
                         Melanie Mayo West<PAGE>
                                                       
                         

Exhibit 23


The Board of Directors
First of America Bank Corporation:

We consent to the incorporation by reference in the  Registration
Statement  on Form S-8  of First of  America Bank Corporation, of
our report  dated January 17, 1996 on  the consolidated financial
statements of First of  America Bank Corporation, as  of December
31,  1995 and 1994  and for each  of the years  in the three year
period ended December 31, 1995,  which report is included in  the
1995  Annual  Report  on  Form  10-K  of  First of  America  Bank
Corporation. 



                                   /s/ KPMG Peat Marwick LLP  
                                   KPMG PEAT MARWICK LLP


Chicago, Illinois
October 17, 1996<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20459}]
{"company-data": {"conformed-name": "FIRST OF AMERICA BANK CORP /MI/", "cik": "0000036703", "assigned-sic": "6021", "irs-number": "381971791", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14645", "film-number": "96646562"}, "business-address": {"street1": "211 S ROSE ST", "city": "KALAMAZOO", "state": "MI", "zip": "49007", "phone": "6163769000"}, "mail-address": {"street1": "211 SOUTH ROSE STREET", "city": "KALAMAZOO", "state": "MI", "zip": "49007"}, "former-company": {"former-conformed-name": "FIRST NATIONAL FINANCIAL CORP", "date-changed": "19780525"}}
As filed with the Securities and Exchange Commission
                         October 23, 1996

                                   Registration No     . 33-__________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                FIRST OF AMERICA BANK CORPORATION
      (Exact Name of Registrant as Specified in Its Charter)

       MICHIGAN                           38-1971791             
(State of Incorporation)        (IRS Employer Identification No.)

                      211 South Rose Street
                    Kalamazoo, Michigan  49007
             (Address of Principal Executive Offices)

                FIRST OF AMERICA BANK CORPORATION
                     STOCK COMPENSATION PLAN
                     (Full Title of the Plan)

      Richard V. Washburn                    Copy to:
     Senior Vice President              David E. Riggs, Esq.
First of America Bank Corporation   Howard & Howard Attorneys, PC
      211 South Rose Street                 Suite 400
   Kalamazoo, Michigan  49007           107 West Michigan Ave.
        (616) 376-9000                Kalamazoo, Michigan  49007
 (Name, Address, and Telephone
  Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
        Title of                                         Maximum                 Maximum                Amount of
    Securities to be          Amount to be           Offering Price             Aggregate             Registration
       Registered              Registered               per Share            Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock,           3,000,000               $ 52.75    (3)          $ 158,250,000    (3)    $ 47,954        (3)
 $10 par value (1)       shares  (2)
------------------------------------------------------------------------------------------------------------------------
(1) Also includes an equal number of Rights to purchase shares of
Registrant's Series A Junior Participating Preferred Stock, which
Rights are not (a)  separable from the shares of Common  Stock or
(b) presently exercisable.  

(2) Plus an indeterminate  number of additional shares as  may be
issuable in the event of an adjustment as a result of an increase
in  the number  of  issued shares  of Common  Stock  of First  of
America  Bank Corporation  resulting from  a subdivision  of such
shares, the payment  of stock dividends or  certain other capital
adjustments   as   provided   in   the   above-referenced   Stock
Compensation Plan. 

(3)  Estimated in accordance with Rules 457(h) and (c) solely for
the purpose  of calculating the  amount of the registration fee,
based on the  $52.75 average of the high  and low prices
reported for the Registrant's Common Stock on the New York Stock
Exchange on October 17, 1996.
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. 1-10534)  are incorporated in this  Registration Statement by
reference:

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

     (2)  the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;

     (3)  the   information   contained   in   the   Registrant's
definitive  Proxy Statement dated March  13, 1996 relating to its
1996  Annual Shareholders  Meeting  under  the headings  "Certain
Federal   Income   Tax   Consequences"   and   "Performance-Based
Compensation - Section  162(m)  Requirement"  within the  section
titled "(2) Approval of Stock Compensation Plan"; and

     (4)  the  description  of  the  Registrant's  Common  Stock,
$10.00  par value,  and  Series A Junior  participating Preferred
Stock  Purchase Rights  which are  contained in  the Registrant's
Registration  Statements  on Form 8-A  dated  April 30, 1990  and
July 18,  1990,  respectively  filed  under   the  Exchange  Act,
including any  amendments  or reports  filed for  the purpose  of
updating such descriptions.  

     All   documents  filed   by   the  Registrant   pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior  to the filing of a
post-effective  amendment  which  indicates  that  all securities
offered  have been sold or  which deregisters all securities then
remaining unsold shall be deemed  to be incorporated by reference
in  this Registration Statement and to be  a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable. 

Item 6.  Indemnification of Directors and Officers

     Sections  561   through   571  of   the  Michigan   Business
Corporation Act  (the "Act") and  Article V  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  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  First  of  America Bank
          Corporation  (incorporated by  reference to  an Exhibit
          filed  in Registrant's  Quarterly Report  Form 10-Q for
          the quarter ended September 30, 1992).  

     (b)  Bylaws   of   First   of   America   Bank   Corporation
          (incorporated  by  reference to  Registrant's Quarterly
          Report on Form  10-Q for  the quarter  ended March  31,
          1996.)  

     (c)  Rights   Agreement  between   First  of   America  Bank
          Corporation and First of America Bank - Michigan, N.A.,
          as Rights Agent, dated as  of July 18, 1990, was  filed
          as an exhibit to Registrant's Report on Form 8-A, dated
          July 18, 1990, and is incorporated herein by reference.

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

15.  Not applicable.

23.  (a)  Consent of KPMG Peat Marwick LLP.

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

28.  Not applicable.

99.  First of America Bank Corporation Stock Compensation Plan **
     **  To be subsequently filed.

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.

     (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, 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 Kalamazoo,  State  of Michigan,  on
October 16, 1996.

                              FIRST OF AMERICA BANK CORPORATION

                              By:/S/ Richard F. Chormann
                                     Director, Chairman 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 indicated on the 16th day of October,
1996.

/S/  RICHARD F. CHORMANN        Chairman, President and 
     Richard F. Chormann        Chief Executive Officer
                                (Principal Executive Officer)

/S/  THOMAS W. LAMBERT          Executive Vice President and      
     Thomas W. Lambert          Chief Financial Officer 
                                (Principal Financial Officer
                                and Principal Accounting
                                Officer)

/S/  JON E. BARFIELD            Director
     Jon E. Barfield

/S/  JOHN W. BROWN              Director
     John W. Brown

/S/  JOEL N. GOLDBERG           Director
     Joel N. Goldberg

/S/  CLIFFORD L. GREENWALT      Director
     Clifford L. Greenwalt        
     
/S/  ROBERT L. HETZLER          Director   
     Robert L. Hetzler

/S/  DOROTHY A. JOHNSON         Director
     Dorothy A. Johnson

/S/  MARTHA MAYHOOD MERTZ       Director
     Martha Mayhood Mertz

/S/  DANIEL R. SMITH            Director
     Daniel R. Smith

/S/  JAMES S. WARE              Director
     James S. Ware

/S/  WALTER J. WOLPIN           Director
     Walter J. Wolpin
EXHIBIT INDEX

Number

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

23(a)     Consent of KPMG Peat Marwick LLP

99        Amended and  Restated First of America Bank Corporation
          Stock Compensation Plan
EXHIBIT 5

                      Howard & Howard Attorneys, PC
                   107 West Michgian Avenue, Suite 400
                       Kalamazoo, Michigan  49007

                     

                                           Respond to:  Kalamazoo
                                    Direct Dial: (616) 382-8771

October 16, 1996

First of America Bank Corporation
211 South Rose Street
Kalamazoo, Michigan  49007

Attention:  Richard V. Washburn

Greetings:

     We  have  acted   as  counsel  to  First  of   America  Bank
Corporation (the  "Company") in connection  with the  preparation
and  filing  of  a  registration   statement  on  Form  S-8  (the
"Registration Statement")  under  the  Securities  Act  of  1933,
registering  an  additional  3,000,000  shares of  the  Company's
Common  Stock, par  value $10  per share,  issuable as  awards of
restricted stock  or upon  exercise of  stock options  granted to
employees  of  affiliate  banks  of  the  Company  (the  "Banks")
pursuant to  the First of  America Stock  Compensation Plan  (the
"Plan"), which Plan  was adopted  by resolution of  the Board  of
Directors of  the Company  on February 21,  1996 and approved  by
shareholders on April 17, 1996. 

     We have examined originals or copies, certified or otherwise
identified  to  our  satisfaction,  of  such  corporate  records,
certificates,  and other  documents  and conducted  interviews  with
officers  as  we  considered  necessary or  appropriate  for  the
purpose of this opinion.

     It is our opinion that the Common Stock of the Company, when
issued as provided  in the  Plan, will be  legally issued,  fully
paid, and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

     This opinion is rendered pursuant to Item 8 of  Form S-8 and
Item 601 of Regulation S-K may be relied upon only by the Company
and the Securities and  Exchange Commission and may not  be used,
quoted  or referred to and/or filed with any other person without
our prior written permission.

                         Very truly yours,

                         HOWARD & HOWARD 

                     /S/ MELANIE MAYO WEST
                         Melanie Mayo West
Exhibit 23

The Board of Directors
First of America Bank Corporation:

We consent to the incorporation by reference in the  Registration
Statement  on Form S-8  of First of  America Bank Corporation, of
our report  dated January 17, 1996 on  the consolidated financial
statements of First of  America Bank Corporation, as  of December
31,  1995 and 1994  and for each  of the years  in the three year
period ended December 31, 1995,  which report is included in  the
1995  Annual  Report  on  Form  10-K  of  First of  America  Bank
Corporation. 

                                   /s/ KPMG Peat Marwick LLP  
                                   KPMG PEAT MARWICK LLP

Chicago, Illinois
October 17, 1996