<PAGE>     1
                                           Registration No. 33-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                           FIRSTBANK CORPORATION
          (Exact name of registrant as specified in its charter)

                 MICHIGAN                              38-2633910
      (State or other jurisdiction of               (I.R.S. employer
       incorporation or organization)             identification number)

                           311 Woodworth Avenue
                           Alma, Michigan 48801
            (Address of principal executive offices, zip code)

                           FIRSTBANK CORPORATION
                           AMENDED AND RESTATED
                 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
                         (Full title of the plan)

       JOHN A. MCCORMACK        Copies to:       GORDON R. LEWIS
         PRESIDENT AND                     WARNER NORCROSS & JUDD LLP
    CHIEF EXECUTIVE OFFICER                  900 OLD KENT BUILDING
     FIRSTBANK CORPORATION                    111 LYON STREET, N.W.
     311 WOODWORTH AVENUE               GRAND RAPIDS, MICHIGAN 49503-2489
     ALMA, MICHIGAN 48801
                  (Name and address of agent for service)

                              (517) 463-3131
       (Telephone number, including area code, of agent for service)

<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
          TITLE OF                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
      SECURITIES TO BE       AMOUNT TO BE        OFFERING PRICE         AGGREGATE           AMOUNT OF
         REGISTERED            REGISTERED        PER SHARE<F3>        OFFERING PRICE    REGISTRATION FEE
<S>    <C>                <C>                      <C>                 <C>                 <C>
        Common Stock       100,000 shares<F1>       $35<F2>             3,500,000<F2>       $1,060.61




<PAGE>     2
<FN>
<F1> Plus such indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of a stock dividend, or
     certain other capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> On January 22, 1997 the mean between the bid and asked prices for the
     Company's Common Stock was $35.
</FN>
</TABLE>

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
































<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 are incorporated in this registration statement by
        reference:

        (a) The Registrant's latest annual report and the latest annual
            report of the Firstbank Corporation Amended and Restated
            401(k) and Employee Stock Ownership Plan (the "Plan") filed
            pursuant to Section 13(a) or 15(d) of the Securities
            Exchange Act of 1934 (the "Exchange Act").

        (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Exchange Act since the end of the fiscal year covered
            by the annual reports referred to in (a) above.

        (c) The description of the Registrant's Common Stock which is
            contained in the Registrant's Registration Statement filed
            under the Exchange Act, including any amendment or report
            filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
        and 15(d) of the Exchange Act, prior to the filing of a post-
        effective amendment which indicates that all securities offered
        hereby have been sold or which deregisters all securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement 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.

            The Corporation's Restated Articles of Incorporation require
        indemnification of the Corporation's directors, officers,
        employees and agents to the maximum extent permitted by the
        Michigan Business Corporation Act.  The following is a summary of
        the pertinent provisions of the Michigan Business Corporation Act.


<PAGE>     4
            Sections 561-567 of the Michigan Business Corporation Act
        contain provisions governing the indemnification of officers and
        directors by Michigan corporations.  That statute provides that a
        corporation shall have the power to indemnify any person who was
        or is a party or is threatened to be made a party to any
        threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative (other
        than an action by or in the right of the corporation), by reason
        of the fact that he is or was a director, officer, employee or
        agent of the corporation or serving another corporation or other
        enterprise at the request of the corporation, against expenses,
        including attorneys' fees, judgments, penalties, fines and amounts
        paid in settlement, actually and reasonably incurred by him in
        connection with such action, suit or proceeding if he acted in
        good faith and in a manner he reasonably believed to be in or not
        opposed to the best interests of the corporation or its
        shareholders, and, with respect to any criminal action or
        proceeding, had no reasonable cause to believe his conduct was
        unlawful.  The termination of any action, suit or proceeding by
        judgment, order, settlement, conviction or upon a plea of nolo
        contendere or its equivalent, shall not, of itself, create a
        presumption that the person did not act in good faith and in a
        manner which he reasonably believed to be in or not opposed to the
        best interests of the corporation or its shareholders, or, with
        respect to any criminal action or proceeding, that he had
        reasonable cause to believe that his conduct was unlawful.

            Indemnification of expenses, including attorneys' fees, is
        allowed in derivative actions except that no indemnification is
        allowed in respect of any claim, issue or matter as to which such
        person shall have been found liable to the corporation unless a
        court decides indemnification is proper.  To the extent any such
        person succeeds on the merits or otherwise, he shall be
        indemnified against expenses, including attorneys' fees.  A
        determination that the person to be indemnified meets the
        applicable standard of conduct, if not made by a court, shall be
        made by the board of directors by a majority vote of a quorum
        consisting of directors who were not parties to such action; if
        such a quorum is not obtainable, by a majority vote of a committee
        designated by the board of directors consisting of two or more
        directors not parties to the action, suit or proceeding; by
        independent legal counsel; by all independent directors who are
        not parties or threatened to be parties in the action, suit, or
        proceeding; or by the shareholders.  Expenses may be paid in
        advance upon receipt of an undertaking to repay.  A corporation
        may purchase indemnity insurance.




                      II-2
<PAGE>     5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                      DOCUMENT

         4(a)        The Corporation's Restated Articles of Incorporation,
                     filed as Exhibit 3(a) to the Registrant's Form S-2
                     Registration Statement filed on September 3, 1993, are
                     incorporated herein by reference.

         4(b)        The Corporation's Bylaws, filed as Exhibit 3(b) to the
                     Registrant's Form S-2 Registration Statement filed
                     September 3, 1993 are incorporated herein by reference.

         5(a)        Opinion Regarding Legality of Securities Offered and
                     opinion regarding continued qualification of plan as
                     amended.

         5(b)        Copy of Internal Revenue Service determination letter
                     that the Plan qualifies under Code Section 401(a).

         23(a)       Consent of Warner Norcross & Judd LLP--Included in
                     Exhibit 5(a) and incorporated herein by reference.

         23(b)       Consent of Independent Auditors.

         24          Powers of Attorney.

         99          1995 Plan Annual Report.

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 (the "1933 Act");



                      II-3
<PAGE>     6
                    (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
                thereto) 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 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 1933 Act, 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
            that remain unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for
        purposes of determining liability under the 1933 Act, each filing
        of the Registrant's annual report pursuant to Section 13(a) or
        15(d) of the Exchange Act 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 1933 Act may be permitted to directors, officers, and
        controlling persons of the Registrant pursuant to the foregoing
        provisions, or otherwise, the Registrant has been advised that in
        the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the 1933
        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


                      II-4
<PAGE>     7
        director, officer, or controlling person of the Registrant in
        the successful defense of any action, suit, or proceeding) is
        asserted by such director, officer, or controlling person in
        connection with the securities being registered, the Registrant
        will, unless in the opinion of its counsel the matter has been
        settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is
        against public policy as expressed in the 1933 Act and will be
        governed by the final adjudication of such issue.









































                      II-5
<PAGE>     8
                                SIGNATURES


THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alma, State of
Michigan, on the 28th day of October, 1996.


                                  FIRSTBANK CORPORATION


                                  By /S/ JOHN A. MCCORMACK
                                     John A. McCormack
                                     President and
                                       Chief Executive Officer


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

      SIGNATURE                      TITLE                          DATE


/S/ JOHN A. MCCORMACK      President, Chief Executive         October 28, 1996
    John A. McCormack       Officer, and Director
                            (Principal executive officer)


/S/ MARY D. DECI           Vice President, Secretary,         October 28, 1996
    Mary D. Deci            and Treasurer (Principal
                            financial officer and
                            principal accounting
                            officer)

/S/ WILLIAM E. GOGGIN      Director                           October 28, 1996
    William E. Goggin


/S/ EDWARD B. GRANT        Director                           October 28, 1996
    Edward B. Grant






                      II-6
<PAGE>     9
      SIGNATURE                      TITLE                          DATE


/S/ CHARLES W. JENNINGS             Director                  October 28, 1996
    Charles W. Jennings


/S/ PHILLIP G. PEASLEY              Director                  October 28, 1996
    Phillip G. Peasley


/S/ DAVID D. ROSLUND                Director                  October 28, 1996
    David D. Roslund


*By_____________________
     Mary D. Deci
     Attorney-in-Fact



THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Alma,
State of Michigan.

                        FIRSTBANK CORPORATION
                        AMENDED AND RESTATED 401(k) AND EMPLOYEE
                        STOCK OWNERSHIP PLAN


                        By /S/ MARY D. DECI, CFO
                             Bank of Alma, Trustee
                        Date: 10/28, 1996
















                      II-7
<PAGE>     10
                               EXHIBIT INDEX

                                                               SEQUENTIALLY
EXHIBIT                                                          NUMBERED
NUMBER                       DOCUMENT                              PAGE

  4(a)          The Corporation's Restated Articles of               *
                Incorporation, filed as Exhibit 3(a)
                to the Registrant's Form S-2 Registration
                Statement filed on September 3, 1993,
                are incorporated herein by reference.

  4(b)          The Corporation's Bylaws, filed as Exhibit           *
                3(b) to the Registrant's Form S-2 Registration
                Statement filed September 3, 1993, are
                incorporated herein by reference.

  5(a)          Opinion Regarding Legality of Securities
                Offered and opinion regarding continued
                qualification of plan as amended.

  5(b)          Copy of Internal Revenue Service determination
                letter that the plan qualifies under Code
                Section 401(a).

 23(a)          Consent of Warner Norcross & Judd LLP--Included      *
                in Exhibit 5(a) and incorporated herein by
                reference.

 23(b)          Consent of Independent Auditors.

 24             Powers of Attorney.

 99             1995 Plan Annual Report.

*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18229}]
{"company-data": {"conformed-name": "FIRSTBANK CORP", "cik": "0000778972", "assigned-sic": "6022", "irs-number": "382633910", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20377", "film-number": "97510536"}, "business-address": {"street1": "311 WOODWORTH AVENUE", "city": "ALMA", "state": "MI", "zip": "48801", "phone": "5174633131"}, "mail-address": {"street1": "P.O. BOX 1029", "city": "ALMA", "state": "MI", "zip": "48801"}}
1
                                           Registration No. 33-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                           FIRSTBANK CORPORATION
          (Exact name of registrant as specified in its charter)

                 MICHIGAN                              38-2633910
      (State or other jurisdiction of               (I.R.S. employer
       incorporation or organization)             identification number)

                           311 Woodworth Avenue
                           Alma, Michigan 48801
            (Address of principal executive offices, zip code)

                           FIRSTBANK CORPORATION
                           AMENDED AND RESTATED
                 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
                         (Full title of the plan)

       JOHN A. MCCORMACK        Copies to:       GORDON R. LEWIS
         PRESIDENT AND                     WARNER NORCROSS & JUDD LLP
    CHIEF EXECUTIVE OFFICER                  900 OLD KENT BUILDING
     FIRSTBANK CORPORATION                    111 LYON STREET, N.W.
     311 WOODWORTH AVENUE               GRAND RAPIDS, MICHIGAN 49503-2489
     ALMA, MICHIGAN 48801
                  (Name and address of agent for service)

                              (517) 463-3131
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
      SECURITIES TO BE       AMOUNT TO BE        OFFERING PRICE         AGGREGATE           AMOUNT OF
         REGISTERED            REGISTERED        PER SHARE
OFFERING PRICE    REGISTRATION FEE
Common Stock       100,000 shares
$35
3,500,000
$1,060.61
2
Plus such indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of a stock dividend, or
     certain other capital adjustments.
Estimated solely for the purpose of calculating the registration fee.
On January 22, 1997 the mean between the bid and asked prices for the
     Company's Common Stock was $35.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
===========================================================================
3
                                  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 are incorporated in this registration statement by
        reference:

        (a) The Registrant's latest annual report and the latest annual
            report of the Firstbank Corporation Amended and Restated
            401(k) and Employee Stock Ownership Plan (the "Plan") filed
            pursuant to Section 13(a) or 15(d) of the Securities
            Exchange Act of 1934 (the "Exchange Act").

        (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Exchange Act since the end of the fiscal year covered
            by the annual reports referred to in (a) above.

        (c) The description of the Registrant's Common Stock which is
            contained in the Registrant's Registration Statement filed
            under the Exchange Act, including any amendment or report
            filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
        and 15(d) of the Exchange Act, prior to the filing of a post-
        effective amendment which indicates that all securities offered
        hereby have been sold or which deregisters all securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement 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.

            The Corporation's Restated Articles of Incorporation require
        indemnification of the Corporation's directors, officers,
        employees and agents to the maximum extent permitted by the
        Michigan Business Corporation Act.  The following is a summary of
        the pertinent provisions of the Michigan Business Corporation Act.
4
            Sections 561-567 of the Michigan Business Corporation Act
        contain provisions governing the indemnification of officers and
        directors by Michigan corporations.  That statute provides that a
        corporation shall have the power to indemnify any person who was
        or is a party or is threatened to be made a party to any
        threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative (other
        than an action by or in the right of the corporation), by reason
        of the fact that he is or was a director, officer, employee or
        agent of the corporation or serving another corporation or other
        enterprise at the request of the corporation, against expenses,
        including attorneys' fees, judgments, penalties, fines and amounts
        paid in settlement, actually and reasonably incurred by him in
        connection with such action, suit or proceeding if he acted in
        good faith and in a manner he reasonably believed to be in or not
        opposed to the best interests of the corporation or its
        shareholders, and, with respect to any criminal action or
        proceeding, had no reasonable cause to believe his conduct was
        unlawful.  The termination of any action, suit or proceeding by
        judgment, order, settlement, conviction or upon a plea of nolo
        contendere or its equivalent, shall not, of itself, create a
        presumption that the person did not act in good faith and in a
        manner which he reasonably believed to be in or not opposed to the
        best interests of the corporation or its shareholders, or, with
        respect to any criminal action or proceeding, that he had
        reasonable cause to believe that his conduct was unlawful.

            Indemnification of expenses, including attorneys' fees, is
        allowed in derivative actions except that no indemnification is
        allowed in respect of any claim, issue or matter as to which such
        person shall have been found liable to the corporation unless a
        court decides indemnification is proper.  To the extent any such
        person succeeds on the merits or otherwise, he shall be
        indemnified against expenses, including attorneys' fees.  A
        determination that the person to be indemnified meets the
        applicable standard of conduct, if not made by a court, shall be
        made by the board of directors by a majority vote of a quorum
        consisting of directors who were not parties to such action; if
        such a quorum is not obtainable, by a majority vote of a committee
        designated by the board of directors consisting of two or more
        directors not parties to the action, suit or proceeding; by
        independent legal counsel; by all independent directors who are
        not parties or threatened to be parties in the action, suit, or
        proceeding; or by the shareholders.  Expenses may be paid in
        advance upon receipt of an undertaking to repay.  A corporation
        may purchase indemnity insurance.

                      II-2
5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                      DOCUMENT

         4(a)        The Corporation's Restated Articles of Incorporation,
                     filed as Exhibit 3(a) to the Registrant's Form S-2
                     Registration Statement filed on September 3, 1993, are
                     incorporated herein by reference.

         4(b)        The Corporation's Bylaws, filed as Exhibit 3(b) to the
                     Registrant's Form S-2 Registration Statement filed
                     September 3, 1993 are incorporated herein by reference.

         5(a)        Opinion Regarding Legality of Securities Offered and
                     opinion regarding continued qualification of plan as
                     amended.

         5(b)        Copy of Internal Revenue Service determination letter
                     that the Plan qualifies under Code Section 401(a).

         23(a)       Consent of Warner Norcross & Judd LLP--Included in
                     Exhibit 5(a) and incorporated herein by reference.

         23(b)       Consent of Independent Auditors.

         24          Powers of Attorney.

         99          1995 Plan Annual Report.

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 (the "1933 Act");

                      II-3
6
                    (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
                thereto) 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 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 1933 Act, 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
            that remain unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for
        purposes of determining liability under the 1933 Act, each filing
        of the Registrant's annual report pursuant to Section 13(a) or
        15(d) of the Exchange Act 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 1933 Act may be permitted to directors, officers, and
        controlling persons of the Registrant pursuant to the foregoing
        provisions, or otherwise, the Registrant has been advised that in
        the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the 1933
        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

                      II-4
7
        director, officer, or controlling person of the Registrant in
        the successful defense of any action, suit, or proceeding) is
        asserted by such director, officer, or controlling person in
        connection with the securities being registered, the Registrant
        will, unless in the opinion of its counsel the matter has been
        settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is
        against public policy as expressed in the 1933 Act and will be
        governed by the final adjudication of such issue.

                      II-5
8
                                SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alma, State of
Michigan, on the 28th day of October, 1996.

                                  FIRSTBANK CORPORATION

                                  By /S/ JOHN A. MCCORMACK
                                     John A. McCormack
                                     President and
                                       Chief Executive Officer

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

      SIGNATURE                      TITLE                          DATE

/S/ JOHN A. MCCORMACK      President, Chief Executive         October 28, 1996
    John A. McCormack       Officer, and Director
                            (Principal executive officer)

/S/ MARY D. DECI           Vice President, Secretary,         October 28, 1996
    Mary D. Deci            and Treasurer (Principal
                            financial officer and
                            principal accounting
                            officer)

/S/ WILLIAM E. GOGGIN      Director                           October 28, 1996
    William E. Goggin

/S/ EDWARD B. GRANT        Director                           October 28, 1996
    Edward B. Grant

                      II-6
9
      SIGNATURE                      TITLE                          DATE

/S/ CHARLES W. JENNINGS             Director                  October 28, 1996
    Charles W. Jennings

/S/ PHILLIP G. PEASLEY              Director                  October 28, 1996
    Phillip G. Peasley

/S/ DAVID D. ROSLUND                Director                  October 28, 1996
    David D. Roslund

*By_____________________
     Mary D. Deci
     Attorney-in-Fact

THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Alma,
State of Michigan.

                        FIRSTBANK CORPORATION
                        AMENDED AND RESTATED 401(k) AND EMPLOYEE
                        STOCK OWNERSHIP PLAN

                        By /S/ MARY D. DECI, CFO
                             Bank of Alma, Trustee
                        Date: 10/28, 1996

                      II-7
10
                               EXHIBIT INDEX

                                                               SEQUENTIALLY
EXHIBIT                                                          NUMBERED
NUMBER                       DOCUMENT                              PAGE

  4(a)          The Corporation's Restated Articles of               *
                Incorporation, filed as Exhibit 3(a)
                to the Registrant's Form S-2 Registration
                Statement filed on September 3, 1993,
                are incorporated herein by reference.

  4(b)          The Corporation's Bylaws, filed as Exhibit           *
                3(b) to the Registrant's Form S-2 Registration
                Statement filed September 3, 1993, are
                incorporated herein by reference.

  5(a)          Opinion Regarding Legality of Securities
                Offered and opinion regarding continued
                qualification of plan as amended.

  5(b)          Copy of Internal Revenue Service determination
                letter that the plan qualifies under Code
                Section 401(a).

 23(a)          Consent of Warner Norcross & Judd LLP--Included      *
                in Exhibit 5(a) and incorporated herein by
                reference.

 23(b)          Consent of Independent Auditors.

 24             Powers of Attorney.

 99             1995 Plan Annual Report.

*Incorporated by reference.