As filed with the Securities and Exchange Commission on January 6, 1997
                  Registration Statement No. 33-____________      

                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/CITIZENS
                         STOCK OPTION PLAN
                     (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 agent 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                         maximum      maximum      Amount
securities          Amount       offering    aggregate       of
to be                to be        price       offering   Registration
registered         registered  per share(1)   price(1)       fee


Common Stock,       560,000       $ 72.50   $40,600,000    $12,304
$5 par value
Preferred Share
Purchase
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 $72.50 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 January 2, 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.


<PAGE>

                             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, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September
30, 1996; (iii) the Company's Current Reports on Form 8-K dated January 18,
1996 and September 16, 1996 and Form 8-K/A dated March 4, 1996; and (iv) 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

                                     II-2

<PAGE>

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, 1990).

4.2  Amendment to Restated Articles of Incorporation dated May 13, 1993
     (Incorporated herein by reference from Exhibit 3.2 of the Company's
     Form S-3 Registration Statement (No. 33-50387)).

4.3  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, 1992).

4.4  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).

4.5  Crestar/Citizens Stock Option Plan.

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.

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


                                     II-3

<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.


                                     II-4

<PAGE>

                           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 20th
day of December, 1996.


                                   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 December 20, 1996.  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 Officer and Director
      Richard G. Tilghman       (Principal Executive Officer)

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


By  /s/ Richard F. Katchuk      Corporate Executive Vice President and Chief
      Richard F. Katchuk        Financial Officer
                                (Principal Financial Officer)

By  /s/ James D. Barr           Group Executive Vice President, Controller and
      James D. Barr             Treasurer
                                (Principal Accounting Officer)

By  /s/ J. Carter Fox           Director
      J. Carter Fox

                                     II-5

<PAGE>


By                              Director
      Bonnie Guiton Hill

By  /s/ Gene A. James           Director
         Gene A. James

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

By  /s/ Charles R. Longsworth   Director
     Charles R. Longsworth

By  /s/ Patrick J. Maher       Director 
       Patrick J. Maher

By  /s/ Frank E. McCarthy      Director
       Frank E. McCarthy

By                             Director
        Paul D. Miller

By                             Director
     G. Gilmer Minor, III

By  /s/ Gordon F. Rainey, Jr.  Director
     Gordon F. Rainey, Jr.

By                             Director
     Frank S. Royal, M.D.

By                             Director
        Eugene P. Trani

By  /s/ L. Dudley Walker       Director
       L. Dudley Walker

By  /s/ Karen Hastie Williams  Director
     Karen Hastie Williams




                                     II-6

<PAGE>





               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________







                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933


                      ____________________







                        CRESTAR/CITIZENS
                        STOCK OPTION PLAN
                    (full title of the plan)







<PAGE>
                          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, 1990).

      4.2        Amendment to Restated Articles of
                 Incorporation dated May 13, 1993
                 (Incorporated herein by reference from
                 Exhibit 3.2 of the Company's Form S-3
                 Registration Statement (No. 33-50387)).

      4.3        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, 1992).

      4.4        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).

      4.5        Crestar/Citizens Stock Option Plan.

       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.

       24        Power of Attorney for Officers and
                 Directors (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18175}]
{"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": "333-19321", "film-number": "97501669"}, "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 January 6, 1997
                  Registration Statement No. 33-____________      

                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/CITIZENS
                         STOCK OPTION PLAN
                     (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 agent 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                         maximum      maximum      Amount
securities          Amount       offering    aggregate       of
to be                to be        price       offering   Registration
registered         registered  per share(1)   price(1)       fee

Common Stock,       560,000       $ 72.50   $40,600,000    $12,304
$5 par value
Preferred Share
Purchase
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 $72.50 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 January 2, 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, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September
30, 1996; (iii) the Company's Current Reports on Form 8-K dated January 18,
1996 and September 16, 1996 and Form 8-K/A dated March 4, 1996; and (iv) 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

                                     II-2
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, 1990).

4.2  Amendment to Restated Articles of Incorporation dated May 13, 1993
     (Incorporated herein by reference from Exhibit 3.2 of the Company's
     Form S-3 Registration Statement (No. 33-50387)).

4.3  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, 1992).

4.4  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).

4.5  Crestar/Citizens Stock Option Plan.

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.

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

                                     II-3
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.

                                     II-4
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 20th
day of December, 1996.

                                   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 December 20, 1996.  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 Officer and Director
      Richard G. Tilghman       (Principal Executive Officer)

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

By  /s/ Richard F. Katchuk      Corporate Executive Vice President and Chief
      Richard F. Katchuk        Financial Officer
                                (Principal Financial Officer)

By  /s/ James D. Barr           Group Executive Vice President, Controller and
      James D. Barr             Treasurer
                                (Principal Accounting Officer)

By  /s/ J. Carter Fox           Director
      J. Carter Fox

                                     II-5
By                              Director
      Bonnie Guiton Hill

By  /s/ Gene A. James           Director
         Gene A. James

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

By  /s/ Charles R. Longsworth   Director
     Charles R. Longsworth

By  /s/ Patrick J. Maher       Director 
       Patrick J. Maher

By  /s/ Frank E. McCarthy      Director
       Frank E. McCarthy

By                             Director
        Paul D. Miller

By                             Director
     G. Gilmer Minor, III

By  /s/ Gordon F. Rainey, Jr.  Director
     Gordon F. Rainey, Jr.

By                             Director
     Frank S. Royal, M.D.

By                             Director
        Eugene P. Trani

By  /s/ L. Dudley Walker       Director
       L. Dudley Walker

By  /s/ Karen Hastie Williams  Director
     Karen Hastie Williams

                                     II-6
SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________

                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________

                        CRESTAR/CITIZENS
                        STOCK OPTION PLAN
                    (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, 1990).

      4.2        Amendment to Restated Articles of
                 Incorporation dated May 13, 1993
                 (Incorporated herein by reference from
                 Exhibit 3.2 of the Company's Form S-3
                 Registration Statement (No. 33-50387)).

      4.3        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, 1992).

      4.4        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).

      4.5        Crestar/Citizens Stock Option Plan.

       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.

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