As filed with the Securities and Exchange Commission on July 11,
1994

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549
                       ____________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                       ____________________

                 CRESTAR FINANCIAL CORPORATION
       (Exact name of Registrant as specified in its Charter)

      Virginia                               54-0722175
(State or other jurisdiction of   (I.R.S. Employer Identification
incorporation or organization)     Number)

                       919 East Main Street
                    Richmond, Virginia  23219
                           804-782-5000                     
    (Address of principal executive office, including zip code)

                        CRESTAR MERGER PLAN
                     FOR TRANSFERRED EMPLOYEES
                      (Full title of the Plan)
                      
                     John C. Clark, III, Esq.
                   Secretary and General Counsel
                    Crestar Financial Corporation
                        919 East Main Street
                     Richmond, Virginia  23219
                            804-782-5000
(Name, address and telephone number including, area code, of
agent for service)

                          With copies to:

                     Lathan M. Ewers, Jr., Esq.
                         Hunton & Williams
                    Riverfront Plaza, East Tower
                        951 East Byrd Street
                  Richmond, Virginia  23219-4074
                           804-788-8200











                  CALCULATION OF REGISTRATION FEE

Title of       Amount       Proposed      Proposed      Amount of
securities     to be        maximum       maximum       registra-
to be         registered    offering      aggregate     tion fee 
registered                  price         offering 
                            per share(1)  price(1)


Common Stock,   300,000      $45.4375    $13,631,250    $4,701
$5 par value    shares

Preferred       300,000         N/A           N/A          N/A
Share Purchase  rights
Rights(2)

   (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to Rule
457(c) on the basis of $45.4375 per share, which was the average
of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on July 6, 1994, as reported in the
Wall Street Journal. 

   (2)  The Rights to purchase Participating Cumulative Preferred
Stock, Series C will be attached to and will trade with shares of
the Common Stock of the Company.

   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 identified above.
                                                                 

                               PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

          Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

          Not required to be filed with the Commission.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed by Crestar Financial
Corporation (the "Company") with the Commission (file No. 1-7083)
are incorporated herein by reference and made a part hereof:  (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993; (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994; and (iii) the
description of the Company's Common Stock (the "Common Stock")
contained in the Company's registration statement on Form
8-A filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

          All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document 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 that
is incorporated by reference herein modifies or supersedes such
earlier 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.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Directors and officers of the Company may be
indemnified against liabilities, fines, penalties, and
claims imposed upon or asserted against them as provided in the
Virginia Stock Corporation Act and the Company's Restated
Articles of Incorporation.  Such indemnification covers all costs
and expenses reasonably incurred by a director or officer.  The
Board of Directors, by a majority vote of a quorum of
disinterested directors or, under certain circumstances,
independent counsel appointed by the Board of Directors,
must determine that the director or officer seeking
indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law.  In addition, the Virginia
Stock Corporation Act and the Company's Restated Articles of
Incorporation may under certain circumstances eliminate the
liability of directors and officers in a shareholder or
derivative proceeding.

          If the person involved is not a director or officer of
the Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

            The Company has in force and effect a policy insuring
the directors and officers of the Company against losses which
they or any of them shall become legally obligated to pay for
reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their
duties, individually or collectively, or any matter claimed
against them solely by reason of their being directors or
officers, such coverage being limited by the specific terms and
provisions of the insurance policy. 

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1     Restated Articles of Incorporation of the Company
        (incorporated herein by reference from
        Exhibit 3(a) of the Company's Annual Report on Form 10-K
        for the year ended December 31, 1993 (Commission File No.
        1-7083)).

4.2     Bylaws of the Company (incorporated herein by reference
        from Exhibit 3(b) of the Company's Annual Report on Form
        10-K for the year ended December 31, 1993 (Commission
        File No. 1-7083)).

4.3     Rights Agreement dated June 23, 1989, between the Company
        and Mellon Bank, N.A., as Rights Agent (Incorporated
        herein by reference from Exhibit 4.1 of the Company's
        current report on Form 8-K dated June 23, 1989).

4.4     Crestar Merger Plan For Transferred Employees.

5.1     Opinion of Hunton & Williams as to the legality of the
        securities being registered.

5.2     The Company will submit the Crestar Merger Plan for
        Transferred Employees to the Internal Revenue
        Service in a timely manner and will make all changes
        required by the Internal Revenue Service in order
        to qualify such plan.

23.1    Consent of Hunton & Williams (included in the opinion
        filed as Exhibit 5.1 to the Registration
        Statement).

23.2    Consent of KPMG Peat Marwick.

25      Power of Attorney for Officers and Directors (included on
        signature page).

Item 9.  Undertakings

          (a)         The undersigned registrant hereby
undertakes:

               1.    To file, during any period in which offers
or sales are 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, as amended (the
"Securities Act");

                    (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 in such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.

               2.     That, for the purpose of determining any
liability under the Securities 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
which remain unsold at the termination of the offering.

          (b)     The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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.

          (c)     Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.<PAGE>
                          SIGNATURES

            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 Richmond, Commonwealth of Virginia, on July 11, 1994.

                                                                 

                                  CRESTAR FINANCIAL CORPORATION
                                      (Registrant)

                                                                 

                                  By: s/ John C. Clark, III    
                                      John C. Clark, III,
                                      Corporate Senior Vice
                                      President, General Counsel 
                                      and Secretary
            

                                                                 

                        POWER OF ATTORNEY

     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 July 11, 1994. 
Each of the directors and/or officers of Crestar Financial
Corporation whose signature appears below hereby appoints John C.
Clark, III, Lathan M. Ewers, Jr. and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Commission, any and all amendments, including post-effective
amendments to this registration statement, making such changes in
the registration statement as appropriate, and generally to do
all such things in their behalf in their capacities as officers
and directors to enable Crestar Financial Corporation to comply
with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.

         Signature                    Title

s/ Richard G. Tilghman          Chairman of the Board and Chief
Richard G. Tilghman             Executive Officer and Director 
                                (Principal Executive Officer)

                                                                 

s/ James M. Wells, III           President and Director
James M. Wells, III 

                                                                 

s/ Patrick D. Giblin        Vice Chairman of the Board and Chief
Patrick D. Giblin           Financial Officer and Director
                            (Principal Financial and Accounting
                            Officer)

                                                                 

s/ Richard M. Bagley        Director
Richard M. Bagley 

                                                                 

                            Director
J. Carter Fox

                                                                 

s/ Bonnie Guiton Hill       Director
Bonnie Guiton Hill


                                                                 

s/ Gene A. James            Director
Gene A. James

                                                                 

s/ H. Gordon Leggett, Jr.   Director
H. Gordon Leggett, Jr.

                                                                 

s/ Charles R. Longsworth    Director
Charles R. Longsworth

                                                                 

s/ Patrick J. Maher         Director
Patrick J. Maher

                                                                 

s/ Frank E. McCarthy        Director
Frank E. McCarthy

                                                                 

s/ G. Gilmer Minor, III     Director
G. Gilmer Minor, III

                                                                 

                            Director
Gordon F. Rainey, Jr.

                                                                 

                            Director
Frank S. Royal, M.D.

                                                                 

s/ Eugene P. Trani          Director
Eugene P. Trani

                                                                 

s/ William F. Vosbeck       Director                             
William F. Vosbeck

                                                                 

                            Director
L. Dudley Walker

                                                                 

                            Director
Karen Hastie Williams



                          SIGNATURES


     The Plan.  Pursuant to the requirements of the Securities
Act of 1933, Crestar Bank, as trustee for the Crestar Merger Plan
for Transferred Employees, has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Richmond, Commonwealth
of Virginia, on July 11, 1994.


                                                                 

                                      CRESTAR BANK, as trustee


                                                                 

                                      By: s/ Thomas P. Hogan    
                                         Name:  Thomas P. Hogan
                                         Title: Group Executive  

                                                Vice President

































                                       
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                                                                 

                      ____________________

                                                                 

                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________



                     CRESTAR MERGER PLAN FOR

                      TRANSFERRED EMPLOYEES
                    (full title of the plan)

                          EXHIBIT INDEX



Exhibit No.                Description               
                                                     

4.1                      Restated Articles of Incorporation of
                         the Company (incorporated herein by
                         reference from Exhibit 3(a) of the
                         Company's Annual Report on Form 10-K
                         for the year ended December 31, 1993
                         (Commission File No. 1-7083)).

4.2                      Bylaws of the Company (incorporated
                         herein by reference from Exhibit 3(b) of
                         the Company's Annual Report on Form
                         10-K for the year ended December 31,
                         1993 (Commission File No. 1-7083)).

4.3                      Rights Agreement dated June 23, 1989,
                         between the Company and Mellon Bank,
                         N.A., as Rights Agent (Incorporated
                         herein by reference from Exhibit 4.1 of
                         the Company's current report on Form 8-K
                         dated June 23, 1989). 

4.4                      Crestar Merger Plan For Transferred
                         Employees.

5.1                      Opinion of Hunton & Williams as to the
                         legality of the securities being
                         registered.

5.2                      The Company will submit the Crestar
                         Merger Plan for Transferred Employees to
                         the Internal Revenue Service in a timely
                         manner and will make all changes
                         required by the Internal Revenue Service
                         in order to qualify such plan.

23.1                     Consent of Hunton & Williams (included
                         in the opinion filed as Exhibit 5.1 to
                         the Registration Statement).

23.2                     Consent of KPMG Peat Marwick.

25                       Power of Attorney for Officers and
                         Directors (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 21003}]
{"company-data": {"conformed-name": "CRESTAR FINANCIAL CORP", "cik": "0000101880", "assigned-sic": "6022", "irs-number": "540722175", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54523", "film-number": "94538452"}, "business-address": {"street1": "919 E MAIN ST", "street2": "PO BOX 26665", "city": "RICHMOND", "state": "VA", "zip": "23261", "phone": "8047825000"}, "mail-address": {"street1": "919 EAST MAIN STREET", "street2": "P O BOX 26665", "city": "RICHMOND", "state": "VA", "zip": "23261-6665"}, "former-company": {"former-conformed-name": "UNITED VIRGINIA BANKSHARES INC", "date-changed": "19871115"}}
As filed with the Securities and Exchange Commission on July 11,
1994

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549
                       ____________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                       ____________________

                 CRESTAR FINANCIAL CORPORATION
       (Exact name of Registrant as specified in its Charter)

      Virginia                               54-0722175
(State or other jurisdiction of   (I.R.S. Employer Identification
incorporation or organization)     Number)

                       919 East Main Street
                    Richmond, Virginia  23219
                           804-782-5000                     
    (Address of principal executive office, including zip code)

                        CRESTAR MERGER PLAN
                     FOR TRANSFERRED EMPLOYEES
                      (Full title of the Plan)
                      
                     John C. Clark, III, Esq.
                   Secretary and General Counsel
                    Crestar Financial Corporation
                        919 East Main Street
                     Richmond, Virginia  23219
                            804-782-5000
(Name, address and telephone number including, area code, of
agent for service)

                          With copies to:

                     Lathan M. Ewers, Jr., Esq.
                         Hunton & Williams
                    Riverfront Plaza, East Tower
                        951 East Byrd Street
                  Richmond, Virginia  23219-4074
                           804-788-8200

                  CALCULATION OF REGISTRATION FEE

Title of       Amount       Proposed      Proposed      Amount of
securities     to be        maximum       maximum       registra-
to be         registered    offering      aggregate     tion fee 
registered                  price         offering 
                            per share(1)  price(1)

Common Stock,   300,000      $45.4375    $13,631,250    $4,701
$5 par value    shares

Preferred       300,000         N/A           N/A          N/A
Share Purchase  rights
Rights(2)

   (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to Rule
457(c) on the basis of $45.4375 per share, which was the average
of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on July 6, 1994, as reported in the
Wall Street Journal. 

   (2)  The Rights to purchase Participating Cumulative Preferred
Stock, Series C will be attached to and will trade with shares of
the Common Stock of the Company.

   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 identified above.
                                                                 

                               PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

          Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

          Not required to be filed with the Commission.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed by Crestar Financial
Corporation (the "Company") with the Commission (file No. 1-7083)
are incorporated herein by reference and made a part hereof:  (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993; (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994; and (iii) the
description of the Company's Common Stock (the "Common Stock")
contained in the Company's registration statement on Form
8-A filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

          All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document 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 that
is incorporated by reference herein modifies or supersedes such
earlier 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.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Directors and officers of the Company may be
indemnified against liabilities, fines, penalties, and
claims imposed upon or asserted against them as provided in the
Virginia Stock Corporation Act and the Company's Restated
Articles of Incorporation.  Such indemnification covers all costs
and expenses reasonably incurred by a director or officer.  The
Board of Directors, by a majority vote of a quorum of
disinterested directors or, under certain circumstances,
independent counsel appointed by the Board of Directors,
must determine that the director or officer seeking
indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law.  In addition, the Virginia
Stock Corporation Act and the Company's Restated Articles of
Incorporation may under certain circumstances eliminate the
liability of directors and officers in a shareholder or
derivative proceeding.

          If the person involved is not a director or officer of
the Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

            The Company has in force and effect a policy insuring
the directors and officers of the Company against losses which
they or any of them shall become legally obligated to pay for
reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their
duties, individually or collectively, or any matter claimed
against them solely by reason of their being directors or
officers, such coverage being limited by the specific terms and
provisions of the insurance policy. 

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1     Restated Articles of Incorporation of the Company
        (incorporated herein by reference from
        Exhibit 3(a) of the Company's Annual Report on Form 10-K
        for the year ended December 31, 1993 (Commission File No.
        1-7083)).

4.2     Bylaws of the Company (incorporated herein by reference
        from Exhibit 3(b) of the Company's Annual Report on Form
        10-K for the year ended December 31, 1993 (Commission
        File No. 1-7083)).

4.3     Rights Agreement dated June 23, 1989, between the Company
        and Mellon Bank, N.A., as Rights Agent (Incorporated
        herein by reference from Exhibit 4.1 of the Company's
        current report on Form 8-K dated June 23, 1989).

4.4     Crestar Merger Plan For Transferred Employees.

5.1     Opinion of Hunton & Williams as to the legality of the
        securities being registered.

5.2     The Company will submit the Crestar Merger Plan for
        Transferred Employees to the Internal Revenue
        Service in a timely manner and will make all changes
        required by the Internal Revenue Service in order
        to qualify such plan.

23.1    Consent of Hunton & Williams (included in the opinion
        filed as Exhibit 5.1 to the Registration
        Statement).

23.2    Consent of KPMG Peat Marwick.

25      Power of Attorney for Officers and Directors (included on
        signature page).

Item 9.  Undertakings

          (a)         The undersigned registrant hereby
undertakes:

               1.    To file, during any period in which offers
or sales are 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, as amended (the
"Securities Act");

                    (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 in such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.

               2.     That, for the purpose of determining any
liability under the Securities 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
which remain unsold at the termination of the offering.

          (b)     The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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.

          (c)     Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

            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 Richmond, Commonwealth of Virginia, on July 11, 1994.

                                                                 

                                  CRESTAR FINANCIAL CORPORATION
                                      (Registrant)

                                                                 

                                  By: s/ John C. Clark, III    
                                      John C. Clark, III,
                                      Corporate Senior Vice
                                      President, General Counsel 
                                      and Secretary
            

                                                                 

                        POWER OF ATTORNEY

     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 July 11, 1994. 
Each of the directors and/or officers of Crestar Financial
Corporation whose signature appears below hereby appoints John C.
Clark, III, Lathan M. Ewers, Jr. and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Commission, any and all amendments, including post-effective
amendments to this registration statement, making such changes in
the registration statement as appropriate, and generally to do
all such things in their behalf in their capacities as officers
and directors to enable Crestar Financial Corporation to comply
with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.

         Signature                    Title

s/ Richard G. Tilghman          Chairman of the Board and Chief
Richard G. Tilghman             Executive Officer and Director 
                                (Principal Executive Officer)

                                                                 

s/ James M. Wells, III           President and Director
James M. Wells, III 

                                                                 

s/ Patrick D. Giblin        Vice Chairman of the Board and Chief
Patrick D. Giblin           Financial Officer and Director
                            (Principal Financial and Accounting
                            Officer)

                                                                 

s/ Richard M. Bagley        Director
Richard M. Bagley 

                                                                 

                            Director
J. Carter Fox

                                                                 

s/ Bonnie Guiton Hill       Director
Bonnie Guiton Hill

                                                                 

s/ Gene A. James            Director
Gene A. James

                                                                 

s/ H. Gordon Leggett, Jr.   Director
H. Gordon Leggett, Jr.

                                                                 

s/ Charles R. Longsworth    Director
Charles R. Longsworth

                                                                 

s/ Patrick J. Maher         Director
Patrick J. Maher

                                                                 

s/ Frank E. McCarthy        Director
Frank E. McCarthy

                                                                 

s/ G. Gilmer Minor, III     Director
G. Gilmer Minor, III

                                                                 

                            Director
Gordon F. Rainey, Jr.

                                                                 

                            Director
Frank S. Royal, M.D.

                                                                 

s/ Eugene P. Trani          Director
Eugene P. Trani

                                                                 

s/ William F. Vosbeck       Director                             
William F. Vosbeck

                                                                 

                            Director
L. Dudley Walker

                                                                 

                            Director
Karen Hastie Williams

                          SIGNATURES

     The Plan.  Pursuant to the requirements of the Securities
Act of 1933, Crestar Bank, as trustee for the Crestar Merger Plan
for Transferred Employees, has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Richmond, Commonwealth
of Virginia, on July 11, 1994.

                                                                 

                                      CRESTAR BANK, as trustee

                                                                 

                                      By: s/ Thomas P. Hogan    
                                         Name:  Thomas P. Hogan
                                         Title: Group Executive  

                                                Vice President

                                       
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                                                                 

                      ____________________

                                                                 

                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________

                     CRESTAR MERGER PLAN FOR

                      TRANSFERRED EMPLOYEES
                    (full title of the plan)

                          EXHIBIT INDEX

Exhibit No.                Description               
                                                     

4.1                      Restated Articles of Incorporation of
                         the Company (incorporated herein by
                         reference from Exhibit 3(a) of the
                         Company's Annual Report on Form 10-K
                         for the year ended December 31, 1993
                         (Commission File No. 1-7083)).

4.2                      Bylaws of the Company (incorporated
                         herein by reference from Exhibit 3(b) of
                         the Company's Annual Report on Form
                         10-K for the year ended December 31,
                         1993 (Commission File No. 1-7083)).

4.3                      Rights Agreement dated June 23, 1989,
                         between the Company and Mellon Bank,
                         N.A., as Rights Agent (Incorporated
                         herein by reference from Exhibit 4.1 of
                         the Company's current report on Form 8-K
                         dated June 23, 1989). 

4.4                      Crestar Merger Plan For Transferred
                         Employees.

5.1                      Opinion of Hunton & Williams as to the
                         legality of the securities being
                         registered.

5.2                      The Company will submit the Crestar
                         Merger Plan for Transferred Employees to
                         the Internal Revenue Service in a timely
                         manner and will make all changes
                         required by the Internal Revenue Service
                         in order to qualify such plan.

23.1                     Consent of Hunton & Williams (included
                         in the opinion filed as Exhibit 5.1 to
                         the Registration Statement).

23.2                     Consent of KPMG Peat Marwick.

25                       Power of Attorney for Officers and
                         Directors (included on signature page).