AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
                                                   REGISTRATION NO. ___________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                         MICHIGAN FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

               MICHIGAN                                         38-2011532
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

      101 WEST WASHINGTON STREET
          MARQUETTE, MICHIGAN                                     49855
(Address of Principal executive offices)                        (Zip Code)


                         MICHIGAN FINANCIAL CORPORATION
                    EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
                            (Full title of the plan)

                     KENNETH F. BECK, SENIOR VICE PRESIDENT
                            101 W. WASHINGTON STREET
                               MARQUETTE, MI 49855
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                  906/228-6940

<TABLE>
<CAPTION>

===============================================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                               Proposed           Proposed
                          Amount               Maximum            Maximum           Amount of
Title of Securities       to be              Offering Price       Aggregate        Registration
to be Registered        Registered             Per Share        Offering Price          Fee
-----------------------------------------------------------------------------------------------
<S>                    <C>                    <C>                 <C>                <C>    
Common Shares           100,000 Sh (1)(2)      $23.875*           $2,387,500*        $723.48*
-----------------------------------------------------------------------------------------------

</TABLE>

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

(2)  Subject to adjustment for stock splits and similar events.

*The registration fee has been calculated pursuant to Rule 457(h), based on the
average of the high and low prices of the shares on July 17, 1997 as reported
on the Nasdaq National Market.



                                     PART I

         Information Required In the Section 10(a) Prospectus

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

         *The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the SEC, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

         Information Required In the Registration Statement

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by Michigan Financial Corporation (the
"Company") and the Michigan Financial Corporation Employee Savings and Stock
Ownership Plan (the "Plan") with the SEC are incorporated in and made a part of
this Registration Statement by reference, except to the extent that any
statement of information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:

         (a)      The Company's and the Plan's latest annual reports filed
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act") and, in the case
                  of the Company, the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act, which contains audited
                  financial statements for the Company's latest fiscal year for
                  which such statements have been filed or the Company's
                  effective registration statement on Form 10 or 20F filed under
                  the Exchange Act containing audited financial statements for
                  the Company's last fiscal year.

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

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Exchange Act, the description of that class
                  of securities which is contained in a registration statement
                  filed under the Exchange Act, including any amendment or
                  report filed for the purpose of updating that description.

         All reports and other documents subsequently filed by the Company or
the Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The bylaws of the Registrant provide that the Registrant shall
indemnify to the full extent permitted by law, any person who is made, or
threatened to be made, a party to any action, suit or proceeding, (whether
civil, criminal, administrative or investigative) by reason of the fact that he,
his testator or intestate is or was a director, officer or employee of the
Registrant or serves or served any other enterprise at the request of the
Registrant.

         The Registrant's articles of incorporation also provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, it does not eliminate or limit the liability of a director for any of
the following: (1) a breach of the director's duty of loyalty to the Registrant
or its shareholders, (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (3) a violation of Section
551(l) of the Michigan Business Corporation Act, or (4) a transaction from which
the director derived an improper personal benefit.

Item 7.           Exemption  from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.

Item 9.           Undertakings.

         A. The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:


                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act, as amended, 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 Section 15(d) of the
Exchange Act, as amended, (and, where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act, as amended) 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. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         D. 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 foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by 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 Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Marquette, State of
Michigan, on July 21, 1997.

                                   MICHIGAN FINANCIAL CORPORATION



                                   By: /s/ Howard L. Cohodas
                                       -----------------------------------------
                                       Howard L. Cohodas
                                       President and Principal Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                                 Title                         Date
---------                                 -----                         ----


/s/ Howard L. Cohodas            Chairman, President                   7/21/97
-----------------------------    (Principal Executive
Howard L. Cohodas                Officer) and Director


/s/ Kenneth F. Beck              Senior Vice President                 7/21/97
-----------------------------    (Principal Financial
Kenneth F. Beck                  and Accounting Officer)
                                 Treasurer, Secretary
                                 and Director

/s/ Alfred J. Angeli             Director                              7/21/97
-----------------------------
Alfred J. Angeli


/s/ Gary L. Butryn               Director                              7/21/97
-----------------------------
Gary L. Butryn


/s/ Willard M. Carne             Director                              7/21/97
-----------------------------
Willard M. Carne


/s/ Willard L. Cohodas           Director                              7/21/97
-----------------------------
Willard L. Cohodas


/s/ Clarence R. Fisher           Director                              7/21/97
-----------------------------
Clarence R. Fisher


/s/ Hugh C. Higley, Jr.          Director                              7/21/97
-----------------------------
Hugh C. Higley, Jr.


/s/ David Holli                  Director                              7/21/97
-----------------------------
David Holli


/s/ Daniel H. Lori               Director                              7/21/97
-----------------------------
Daniel H. Lori


/s/ Wayne Nasi                   Director                              7/21/97
-----------------------------
Wayne Nasi


/s/ Fred M. Saigh                Director                              7/21/97
-----------------------------
Fred M. Saigh


                                 Director                               /  /97
-----------------------------
James L. Smith


         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee and plan administrator of the employee benefit plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marquette, State of Michigan, on July
21, 1997.

                                   MICHIGAN FINANCIAL CORPORATION
                                   KSOP COMMITTEE
                                   PLAN ADMINISTRATOR


                                   By: /s/ Kenneth F. Beck
                                       -----------------------------------------
                                       Kenneth F. Beck
                                       for the Committee


                                   MFC FIRST NATIONAL BANK, MARQUETTE
                                   PLAN TRUSTEE



                                   By: /s/ Ronald P. Maki
                                       -----------------------------------------
                                       Ronald P. Maki


                                   Its: Senior Vice President
                                        ----------------------------
                                        and Trust Officer



                                  EXHIBIT INDEX


                                                                    Sequentially
 Exhibit                                                              Numbered
 Number                                                                 Page
 ------                                                                 ----

   4        The Michigan Financial Corporation Employee
            Savings and Stock Ownership Plan. Previously filed            *
            as an exhibit to the  registrant's Form S-8 filed November
            29, 1994 (Registration No. 33-86882). Here incorporated
            by reference.

   5        Internal Revenue Service determination letter.                9

   23.1     Consent of Ernst & Young LLP                                 11

   23.2     Consent of Crowe, Chizek and Company LLP                     12


-------------------------

* This exhibit is filed by incorporation by reference to a prior filing.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17513}]
{"company-data": {"conformed-name": "MICHIGAN FINANCIAL CORP", "cik": "0000065637", "assigned-sic": "6022", "irs-number": "382011532", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31859", "film-number": "97644131"}, "business-address": {"street1": "101 W WASHINGTON ST", "city": "MARQUETTE", "state": "MI", "zip": "49855", "phone": "9062286940"}, "mail-address": {"street1": "101 W WASHINGTON ST", "city": "MARQUETTE", "state": "MI", "zip": "49855"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
                                                   REGISTRATION NO. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         MICHIGAN FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

               MICHIGAN                                         38-2011532
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

      101 WEST WASHINGTON STREET
          MARQUETTE, MICHIGAN                                     49855
(Address of Principal executive offices)                        (Zip Code)

                         MICHIGAN FINANCIAL CORPORATION
                    EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
                            (Full title of the plan)

                     KENNETH F. BECK, SENIOR VICE PRESIDENT
                            101 W. WASHINGTON STREET
                               MARQUETTE, MI 49855
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                  906/228-6940
===============================================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                               Proposed           Proposed
                          Amount               Maximum            Maximum           Amount of
Title of Securities       to be              Offering Price       Aggregate        Registration
to be Registered        Registered             Per Share        Offering Price          Fee
-----------------------------------------------------------------------------------------------
Common Shares           100,000 Sh (1)(2)      $23.875*           $2,387,500*        $723.48*
-----------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2)  Subject to adjustment for stock splits and similar events.

*The registration fee has been calculated pursuant to Rule 457(h), based on the
average of the high and low prices of the shares on July 17, 1997 as reported
on the Nasdaq National Market.

                                     PART I

         Information Required In the Section 10(a) Prospectus

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

         *The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the SEC, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

         Information Required In the Registration Statement

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by Michigan Financial Corporation (the
"Company") and the Michigan Financial Corporation Employee Savings and Stock
Ownership Plan (the "Plan") with the SEC are incorporated in and made a part of
this Registration Statement by reference, except to the extent that any
statement of information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:

         (a)      The Company's and the Plan's latest annual reports filed
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act") and, in the case
                  of the Company, the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act, which contains audited
                  financial statements for the Company's latest fiscal year for
                  which such statements have been filed or the Company's
                  effective registration statement on Form 10 or 20F filed under
                  the Exchange Act containing audited financial statements for
                  the Company's last fiscal year.

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

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Exchange Act, the description of that class
                  of securities which is contained in a registration statement
                  filed under the Exchange Act, including any amendment or
                  report filed for the purpose of updating that description.

         All reports and other documents subsequently filed by the Company or
the Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The bylaws of the Registrant provide that the Registrant shall
indemnify to the full extent permitted by law, any person who is made, or
threatened to be made, a party to any action, suit or proceeding, (whether
civil, criminal, administrative or investigative) by reason of the fact that he,
his testator or intestate is or was a director, officer or employee of the
Registrant or serves or served any other enterprise at the request of the
Registrant.

         The Registrant's articles of incorporation also provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, it does not eliminate or limit the liability of a director for any of
the following: (1) a breach of the director's duty of loyalty to the Registrant
or its shareholders, (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (3) a violation of Section
551(l) of the Michigan Business Corporation Act, or (4) a transaction from which
the director derived an improper personal benefit.

Item 7.           Exemption  from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.

Item 9.           Undertakings.

         A. The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act, as amended, 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 Section 15(d) of the
Exchange Act, as amended, (and, where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act, as amended) 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. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         D. 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 foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by 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 Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Marquette, State of
Michigan, on July 21, 1997.

                                   MICHIGAN FINANCIAL CORPORATION

                                   By: /s/ Howard L. Cohodas
                                       -----------------------------------------
                                       Howard L. Cohodas
                                       President and Principal Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                                 Title                         Date
---------                                 -----                         ----

/s/ Howard L. Cohodas            Chairman, President                   7/21/97
-----------------------------    (Principal Executive
Howard L. Cohodas                Officer) and Director

/s/ Kenneth F. Beck              Senior Vice President                 7/21/97
-----------------------------    (Principal Financial
Kenneth F. Beck                  and Accounting Officer)
                                 Treasurer, Secretary
                                 and Director

/s/ Alfred J. Angeli             Director                              7/21/97
-----------------------------
Alfred J. Angeli

/s/ Gary L. Butryn               Director                              7/21/97
-----------------------------
Gary L. Butryn

/s/ Willard M. Carne             Director                              7/21/97
-----------------------------
Willard M. Carne

/s/ Willard L. Cohodas           Director                              7/21/97
-----------------------------
Willard L. Cohodas

/s/ Clarence R. Fisher           Director                              7/21/97
-----------------------------
Clarence R. Fisher

/s/ Hugh C. Higley, Jr.          Director                              7/21/97
-----------------------------
Hugh C. Higley, Jr.

/s/ David Holli                  Director                              7/21/97
-----------------------------
David Holli

/s/ Daniel H. Lori               Director                              7/21/97
-----------------------------
Daniel H. Lori

/s/ Wayne Nasi                   Director                              7/21/97
-----------------------------
Wayne Nasi

/s/ Fred M. Saigh                Director                              7/21/97
-----------------------------
Fred M. Saigh

                                 Director                               /  /97
-----------------------------
James L. Smith

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee and plan administrator of the employee benefit plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marquette, State of Michigan, on July
21, 1997.

                                   MICHIGAN FINANCIAL CORPORATION
                                   KSOP COMMITTEE
                                   PLAN ADMINISTRATOR

                                   By: /s/ Kenneth F. Beck
                                       -----------------------------------------
                                       Kenneth F. Beck
                                       for the Committee

                                   MFC FIRST NATIONAL BANK, MARQUETTE
                                   PLAN TRUSTEE

                                   By: /s/ Ronald P. Maki
                                       -----------------------------------------
                                       Ronald P. Maki

                                   Its: Senior Vice President
                                        ----------------------------
                                        and Trust Officer

                                  EXHIBIT INDEX

                                                                    Sequentially
 Exhibit                                                              Numbered
 Number                                                                 Page
 ------                                                                 ----

   4        The Michigan Financial Corporation Employee
            Savings and Stock Ownership Plan. Previously filed            *
            as an exhibit to the  registrant's Form S-8 filed November
            29, 1994 (Registration No. 33-86882). Here incorporated
            by reference.

   5        Internal Revenue Service determination letter.                9

   23.1     Consent of Ernst & Young LLP                                 11

   23.2     Consent of Crowe, Chizek and Company LLP                     12

-------------------------

* This exhibit is filed by incorporation by reference to a prior filing.