As filed with the Securities and Exchange Commission on August 4,
                              1997
                Registration Statement No. 333-____________

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

                 CRESTAR FINANCIAL CORPORATION
                   DIRECTORS' EQUITY PROGRAM
                    (Full title of the Plan)
                      ____________________

                     Linda F. Rigsby, Esq.
         Senior Vice President and Corporate Secretary
                 Crestar Financial Corporation
                      919 East Main Street
                   Richmond, Virginia  23219
                          804-782-7738
(Name, address and telephone number including, area code, of age
nt for service)

                        With copies to:

                      Lathan M. Ewers, Jr.
                       Hunton & Williams
                      951 East Byrd Street
                   Richmond, Virginia  23219
                          804-788-8269

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registratio
    to be      registered     price     offering      n fee
  registered                   per      price(1)
                            share(1)
Common Stock,    100,000     $46.16    $4,616,000    $1,399
$5 par value     shares                                 
Preferred                      N/A         N/A         N/A
Share Purchase   100,000
Rights(2)        rights

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $46.16 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 29, 1997.

     (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.
                             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, 1996; (ii) the Company's Quarterly Reports on
Form 10-Q for the quarter ended March 31, 1997; 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, 1996 (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, 1996).

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 Financial Corporation Directors' Equity
     Program.

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

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2       Consent of KPMG Peat Marwick LLP.

23.3 Consent of Deloitte & Touche LLP.

24   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 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, 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 this 25th day of July,
1997.


                                   CRESTAR FINANCIAL CORPORATION
                                        (Registrant)


                                   By  /s/ Richard G. Tilghman
                                       Richard G. Tilghman,
Chairman,
                                       Chief Executive Officer
and Director


                       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 25, 1997.  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
                                   

                                   
  By  /s/ Richard G. Tilghman      Chairman, Chief Executive
     Richard G. Tilghman           Officer and Director
                                   (Principal Executive Officer)
                                   
  By  /s/ James M. Wells, III      President, Chief Operating
     James M. Wells, III           Officer and Director

                                   Corporate Executive Vice
  By  /s/ Richard F. Katchuk       President and Chief Financial
      Richard F. Katchuk           Officer
                                   (Principal Financial Officer)
                                   Group Executive Vice
  By  /s/ James D. Barr            President, Controller and
        James D. Barr              Treasurer
                                   (Principal Accounting Officer)
                                   
                                   
  By  /s/ J. Carter Fox            Director
        J. Carter Fox              
                                   Director
  By  /s/ Bonnie Guiton Hill
      Bonnie Guiton Hill
                                   
  By                               Director
    Charles R. Longsworth
                                   
  By  /s/ Patrick J. Maher         Director
       Patrick J. Maher
                                   
  By  /s/ Frank E. McCarthy        Director
      Frank E. McCarthy
                                   
  By /s/ Paul D. Miller            Director
        Paul D. Miller
                                   
  By  /s/ G. Gilmer Minor, III     Director
     G. Gilmer Minor, III
                                   
  By  /s/ Gordon F. Rainey,        Director
Jr.
    Gordon F. Rainey, Jr.
                                   
  By                               Director
     Frank S. Royal, M.D.
                                   
  By  /s/ Alfred H. Smith, Jr.     Director
     Alfred H. Smith, Jr.
                                   
  By  /s/ Jeffrey R. Springer      Director
     Jeffrey R. Springer
                                   
  By  /s/ Eugene P. Trani          Director
       Eugene P. Trani
                                   
  By  /s/ L. Dudley Walker         Director
       L. Dudley Walker
                                   
  By  /s/ Robert C. Wilburn        Director
      Robert C. Wilburn
                                   
  By                               Director
    Karen Hastie Williams          


               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                      ____________________






                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                             UNDER

                   THE SECURITIES ACT OF 1933


                      ____________________





                 CRESTAR FINANCIAL CORPORATION
                   DIRECTORS' EQUITY PROGRAM
                    (full title of the plan)






                                             EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Number Page

        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, 1996).


        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, 1996).


        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 Directors' Equity   
                      Program.


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


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


        23.2          Consent of KPMG Peat        
                      Marwick LLP.


        23.3          Consent of Deloitte   
                         & Touche LLP.


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

DOCSOPEN\RICHMOND\02720\33411\002244\z9y01!.DOC
Document #: 45718
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19425}]
{"company-data": {"conformed-name": "CRESTAR FINANCIAL CORP", "cik": "0000101880", "assigned-sic": "6021", "irs-number": "540722175", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32817", "film-number": "97651200"}, "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 August 4,
                              1997
                Registration Statement No. 333-____________

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

                 CRESTAR FINANCIAL CORPORATION
                   DIRECTORS' EQUITY PROGRAM
                    (Full title of the Plan)
                      ____________________

                     Linda F. Rigsby, Esq.
         Senior Vice President and Corporate Secretary
                 Crestar Financial Corporation
                      919 East Main Street
                   Richmond, Virginia  23219
                          804-782-7738
(Name, address and telephone number including, area code, of age
nt for service)

                        With copies to:

                      Lathan M. Ewers, Jr.
                       Hunton & Williams
                      951 East Byrd Street
                   Richmond, Virginia  23219
                          804-788-8269

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registratio
    to be      registered     price     offering      n fee
  registered                   per      price(1)
                            share(1)
Common Stock,    100,000     $46.16    $4,616,000    $1,399
$5 par value     shares                                 
Preferred                      N/A         N/A         N/A
Share Purchase   100,000
Rights(2)        rights

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $46.16 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 29, 1997.

     (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.
                             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, 1996; (ii) the Company's Quarterly Reports on
Form 10-Q for the quarter ended March 31, 1997; 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, 1996 (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, 1996).

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 Financial Corporation Directors' Equity
     Program.

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

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2       Consent of KPMG Peat Marwick LLP.

23.3 Consent of Deloitte & Touche LLP.

24   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 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, 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 this 25th day of July,
1997.

                                   CRESTAR FINANCIAL CORPORATION
                                        (Registrant)

                                   By  /s/ Richard G. Tilghman
                                       Richard G. Tilghman,
Chairman,
                                       Chief Executive Officer
and Director

                       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 25, 1997.  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
                                   

                                   
  By  /s/ Richard G. Tilghman      Chairman, Chief Executive
     Richard G. Tilghman           Officer and Director
                                   (Principal Executive Officer)
                                   
  By  /s/ James M. Wells, III      President, Chief Operating
     James M. Wells, III           Officer and Director

                                   Corporate Executive Vice
  By  /s/ Richard F. Katchuk       President and Chief Financial
      Richard F. Katchuk           Officer
                                   (Principal Financial Officer)
                                   Group Executive Vice
  By  /s/ James D. Barr            President, Controller and
        James D. Barr              Treasurer
                                   (Principal Accounting Officer)
                                   
                                   
  By  /s/ J. Carter Fox            Director
        J. Carter Fox              
                                   Director
  By  /s/ Bonnie Guiton Hill
      Bonnie Guiton Hill
                                   
  By                               Director
    Charles R. Longsworth
                                   
  By  /s/ Patrick J. Maher         Director
       Patrick J. Maher
                                   
  By  /s/ Frank E. McCarthy        Director
      Frank E. McCarthy
                                   
  By /s/ Paul D. Miller            Director
        Paul D. Miller
                                   
  By  /s/ G. Gilmer Minor, III     Director
     G. Gilmer Minor, III
                                   
  By  /s/ Gordon F. Rainey,        Director
Jr.
    Gordon F. Rainey, Jr.
                                   
  By                               Director
     Frank S. Royal, M.D.
                                   
  By  /s/ Alfred H. Smith, Jr.     Director
     Alfred H. Smith, Jr.
                                   
  By  /s/ Jeffrey R. Springer      Director
     Jeffrey R. Springer
                                   
  By  /s/ Eugene P. Trani          Director
       Eugene P. Trani
                                   
  By  /s/ L. Dudley Walker         Director
       L. Dudley Walker
                                   
  By  /s/ Robert C. Wilburn        Director
      Robert C. Wilburn
                                   
  By                               Director
    Karen Hastie Williams          

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________

                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                             UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________

                 CRESTAR FINANCIAL CORPORATION
                   DIRECTORS' EQUITY PROGRAM
                    (full title of the plan)

                                             EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Number Page

        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, 1996).

        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, 1996).

        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 Directors' Equity   
                      Program.

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

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

        23.2          Consent of KPMG Peat        
                      Marwick LLP.

        23.3          Consent of Deloitte   
                         & Touche LLP.

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

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