REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           The Securities Act of 1933

                         OLD KENT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                     Michigan                          38-1986608
          (State or other jurisdiction of             (IRS Employer
          incorporation or organization)           Identification No.)

              One Vandenberg Center, Grand Rapids, Michigan 49503
               (Address of principal executive offices, zip code)

                   STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTOR
                   OPTIONHOLDERS OF FIRST NATIONAL BANK CORP.
                            (Full title of the plan)

Richard W. Wroten                        Gordon R. Lewis
Executive Vice President         With    Warner Norcross & Judd LLP
and Chief Financial Officer     a copy   900 Old Kent Building
Old Kent Financial Corporation    To:    111 Lyon Street, N.W.
One Vandenberg Center                    Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
                    (Name and address of agent for service)

                                 (616) 771-5808
         (Telephone number, including area code, of agent for service)
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
                              Proposed    Proposed          
Title of                      Maximum     Maximum           Amount
Securities       Amount       Offering    Aggregate         of
to be            to be        Price Per   Offering          Registration
Registered       Registered   Share(2)    Price             Fee
<S>             <C>           <C>         <C>               <C>
  Common Stock,   127,162(1)    $14.16     $1,800,613.92(3)   $620.90
  $1 Par Value







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

(2)  Offering price per unit.

(3)  Aggregate option exercise price.
</TABLE>











































                                    PART II.

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The registrant's Form 10-K Annual Report for its fiscal
     year ended December 31, 1993.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 since the end of the
     fiscal year covered by the annual report referred to in (a)
     above.

          (c)  The description of the registrant's common stock, $1
     par value, which is contained in the registrant's Form 8-B
     Registration Statement filed under the Securities Exchange Act of
     1934, including any amendment or report filed for the purpose of
     updating such description.

          All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

          Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act.  The Restated Articles of
Incorporation vest in Old Kent's board of directors the discretion to
provide the same degree of indemnification to Old Kent's officers on a
case-by-case basis.  The following is a summary of the pertinent provisions
of the Michigan Business Corporation Act.


                              -2-

          Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations.  That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

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

          Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.


Item 7.   Exemption From Registration Claimed.

          Not Applicable.


Item 8.   Exhibits.

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



                              -3-

Number         Exhibit

4(a)           Stock Option Plan for Nonemployee Director Optionholders of
               First National Bank Corp.

4(b)           Restated Articles of Incorporation.  Previously filed as an
               exhibit to Registrant's Form 10-Q Quarterly Report for the
               quarter ended March 31, 1993.  Here incorporated by
               reference.

4(c)           Bylaws.  Previously filed as an exhibit to Registrant's Form
               10-K Annual Report for its fiscal year ended December 31,
               1993.  Here incorporated by reference.

5              Opinion of Counsel.

23(a)          Consent of Independent Public Accountants.

23(b)          Consent of Counsel.  Contained in Exhibit 5.

24             Powers of Attorney.


Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

                    (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
          periodic reports filed by the registrant pursuant to


                              -4-

          Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration
          statement.

               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, 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 of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors,
     officers, and controlling persons of the registrant pursuant to
     the foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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.









                              -5-
                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids and the State of
Michigan, on this 30th day of January, 1995.


                              OLD KENT FINANCIAL CORPORATION


                              By /s/ Richard W. Wroten 
                                  Richard W. Wroten
                                  Executive Vice President and Chief
                                  Financial Officer (Principal Financial
                                  Officer, Principal Accounting Officer)


          Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.


     Date                          Name and Title


Date:  January 30, 1995            /s/ John M. Bissell* 
                                   John M. Bissell
                                   Director


Date:  January 30, 1995            /s/ John D. Boyles* 
                                   John D. Boyles
                                   Director


Date:  January 30, 1995            /s/ John C. Canepa* 
                                   John C. Canepa
                                   Chairman of the Board,
                                     President, Chief Executive Officer,
                                     and Director (Principal Executive
                                     Officer)


Date:  January __, 1995            _________________________
                                   Richard M. DeVos, Jr.
                                   Director



                              -6-
     Date                          Name and Title

Date:  January __, 1995            _________________________
                                   Earl D. Holton
                                   Director


Date:  January 30, 1995            /s/ Michael J. Jandernoa* 
                                   Michael J. Jandernoa
                                   Director


Date:  January 30, 1995            /s/ John P. Keller* 
                                   John P. Keller
                                   Director


Date:  January 30, 1995            /s/ Jerry K. Myers* 
                                   Jerry K. Myers
                                   Director


Date:  January 30, 1995            /s/ William U. Parfet* 
                                   William U. Parfet
                                   Director


Date:  January 30, 1995            /s/ Percy Pierre* 
                                   Percy Pierre
                                   Director


Date:  January 30, 1995            /s/ Robert L. Sadler* 
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                   Director


Date:  January 30, 1995            /s/ Peter F. Secchia* 
                                   Peter F. Secchia
                                   Director


Date:  January 30, 1995            /s/ B. P. Sherwood, III* 
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                   Treasurer, and Director






                              -7-

     Date                          Name and Title

Date:  January 30, 1995            /s/ David J. Wagner* 
                                   David J. Wagner
                                   President and Director

Date:  January 30, 1995            /s/ Richard W. Wroten 
                                   Richard W. Wroten 
                                   Executive Vice President and Chief
                                   Financial Officer (Principal Financial
                                   and Accounting Officer)

*By /s/ Richard W. Wroten 
      Richard W. Wroten
    (Attorney-in-Fact)






































                              -8-

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                Page 
Number         Exhibit                                         Number
<S>          <C>                                            <C>
4(a)           Stock Option Plan for Nonemployee Director        10
               Optionholders of
               First National Bank Corp.                                         

4(b)           Restated Articles of Incorporation.                *
               Previously filed as an exhibit to the
               Registrant's Form 10-Q Quarterly Report for
               its fiscal quarter ended March 31, 1993.

4(c)           Bylaws.  Previously filed as an exhibit to         *
               the Registrant's Form 10-K Annual Report for
               its fiscal year ended December 31, 1993.

5              Opinion of Counsel.                                18

23(a)          Consent of Independent Certified Public            19
               Accountants.

23(b)          Consent of Counsel (See Exhibit 5).                18

24             Powers of Attorney.                                20

<FN>
_____________________________

*Incorporated by reference.
</TABLE>



















                              -9-
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{"company-data": {"conformed-name": "OLD KENT FINANCIAL CORP /MI/", "cik": "0000746969", "assigned-sic": "6022", "irs-number": "381986608", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57529", "film-number": "95504394"}, "business-address": {"street1": "ONE VANDENBERG CTR", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6167715000"}}
REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           The Securities Act of 1933

                         OLD KENT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                     Michigan                          38-1986608
          (State or other jurisdiction of             (IRS Employer
          incorporation or organization)           Identification No.)

              One Vandenberg Center, Grand Rapids, Michigan 49503
               (Address of principal executive offices, zip code)

                   STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTOR
                   OPTIONHOLDERS OF FIRST NATIONAL BANK CORP.
                            (Full title of the plan)

Richard W. Wroten                        Gordon R. Lewis
Executive Vice President         With    Warner Norcross & Judd LLP
and Chief Financial Officer     a copy   900 Old Kent Building
Old Kent Financial Corporation    To:    111 Lyon Street, N.W.
One Vandenberg Center                    Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
                    (Name and address of agent for service)

                                 (616) 771-5808
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed          
Title of                      Maximum     Maximum           Amount
Securities       Amount       Offering    Aggregate         of
to be            to be        Price Per   Offering          Registration
Registered       Registered   Share(2)    Price             Fee
Common Stock,   127,162(1)    $14.16     $1,800,613.92(3)   $620.90
  $1 Par Value
(1) Plus such indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of stock dividends or certain
     other capital adjustments.

(2)  Offering price per unit.

(3)  Aggregate option exercise price.
PART II.

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The registrant's Form 10-K Annual Report for its fiscal
     year ended December 31, 1993.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 since the end of the
     fiscal year covered by the annual report referred to in (a)
     above.

          (c)  The description of the registrant's common stock, $1
     par value, which is contained in the registrant's Form 8-B
     Registration Statement filed under the Securities Exchange Act of
     1934, including any amendment or report filed for the purpose of
     updating such description.

          All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act.  The Restated Articles of
Incorporation vest in Old Kent's board of directors the discretion to
provide the same degree of indemnification to Old Kent's officers on a
case-by-case basis.  The following is a summary of the pertinent provisions
of the Michigan Business Corporation Act.

                              -2-

          Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations.  That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

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

          Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

                              -3-

Number         Exhibit

4(a)           Stock Option Plan for Nonemployee Director Optionholders of
               First National Bank Corp.

4(b)           Restated Articles of Incorporation.  Previously filed as an
               exhibit to Registrant's Form 10-Q Quarterly Report for the
               quarter ended March 31, 1993.  Here incorporated by
               reference.

4(c)           Bylaws.  Previously filed as an exhibit to Registrant's Form
               10-K Annual Report for its fiscal year ended December 31,
               1993.  Here incorporated by reference.

5              Opinion of Counsel.

23(a)          Consent of Independent Public Accountants.

23(b)          Consent of Counsel.  Contained in Exhibit 5.

24             Powers of Attorney.

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

                    (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
          periodic reports filed by the registrant pursuant to

                              -4-

          Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration
          statement.

               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, 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 of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors,
     officers, and controlling persons of the registrant pursuant to
     the foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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.

                              -5-
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids and the State of
Michigan, on this 30th day of January, 1995.

                              OLD KENT FINANCIAL CORPORATION

                              By /s/ Richard W. Wroten 
                                  Richard W. Wroten
                                  Executive Vice President and Chief
                                  Financial Officer (Principal Financial
                                  Officer, Principal Accounting Officer)

          Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.

     Date                          Name and Title

Date:  January 30, 1995            /s/ John M. Bissell* 
                                   John M. Bissell
                                   Director

Date:  January 30, 1995            /s/ John D. Boyles* 
                                   John D. Boyles
                                   Director

Date:  January 30, 1995            /s/ John C. Canepa* 
                                   John C. Canepa
                                   Chairman of the Board,
                                     President, Chief Executive Officer,
                                     and Director (Principal Executive
                                     Officer)

Date:  January __, 1995            _________________________
                                   Richard M. DeVos, Jr.
                                   Director

                              -6-
     Date                          Name and Title

Date:  January __, 1995            _________________________
                                   Earl D. Holton
                                   Director

Date:  January 30, 1995            /s/ Michael J. Jandernoa* 
                                   Michael J. Jandernoa
                                   Director

Date:  January 30, 1995            /s/ John P. Keller* 
                                   John P. Keller
                                   Director

Date:  January 30, 1995            /s/ Jerry K. Myers* 
                                   Jerry K. Myers
                                   Director

Date:  January 30, 1995            /s/ William U. Parfet* 
                                   William U. Parfet
                                   Director

Date:  January 30, 1995            /s/ Percy Pierre* 
                                   Percy Pierre
                                   Director

Date:  January 30, 1995            /s/ Robert L. Sadler* 
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                   Director

Date:  January 30, 1995            /s/ Peter F. Secchia* 
                                   Peter F. Secchia
                                   Director

Date:  January 30, 1995            /s/ B. P. Sherwood, III* 
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                   Treasurer, and Director

                              -7-

     Date                          Name and Title

Date:  January 30, 1995            /s/ David J. Wagner* 
                                   David J. Wagner
                                   President and Director

Date:  January 30, 1995            /s/ Richard W. Wroten 
                                   Richard W. Wroten 
                                   Executive Vice President and Chief
                                   Financial Officer (Principal Financial
                                   and Accounting Officer)

*By /s/ Richard W. Wroten 
      Richard W. Wroten
    (Attorney-in-Fact)

                              -8-

                                 EXHIBIT INDEX
Page 
Number         Exhibit                                         Number
4(a)           Stock Option Plan for Nonemployee Director        10
               Optionholders of
               First National Bank Corp.                                         

4(b)           Restated Articles of Incorporation.                *
               Previously filed as an exhibit to the
               Registrant's Form 10-Q Quarterly Report for
               its fiscal quarter ended March 31, 1993.

4(c)           Bylaws.  Previously filed as an exhibit to         *
               the Registrant's Form 10-K Annual Report for
               its fiscal year ended December 31, 1993.

5              Opinion of Counsel.                                18

23(a)          Consent of Independent Certified Public            19
               Accountants.

23(b)          Consent of Counsel (See Exhibit 5).                18

24             Powers of Attorney.                                20
_____________________________

*Incorporated by reference.
-9-