Registration No. 33-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________


                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      SHORELINE FINANCIAL CORPORATION
          (Exact name of registrant as specified in its charter)
                            __________________

                MICHIGAN                          38-2758932
     (State or other jurisdiction of           (I.R.S. employer
     incorporation or organization)          identification number)

                            823 Riverview Drive
                       Benton Harbor, Michigan 49022
            (Address of principal executive offices, zip code)

                      SHORELINE FINANCIAL CORPORATION
                       STOCK INCENTIVE PLAN OF 1996
                         (Full title of the plan)

          DAN L. SMITH           Copies to:          GORDON R. LEWIS
     CHAIRMAN, PRESIDENT AND                     WARNER NORCROSS & JUDD LLP
     CHIEF EXECUTIVE OFFICER                      900 OLD KENT BUILDING
 SHORELINE FINANCIAL CORPORATION                  111 LYON STREET, N.W.
       823 RIVERVIEW DRIVE                   GRAND RAPIDS, MICHIGAN 49503-2489
  BENTON HARBOR, MICHIGAN 49022

                  (Name and address of agent for service)

                              (616) 927-2251
       (Telephone number, including area code, of agent for service)

<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
       TITLE OF                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
   SECURITIES TO BE        AMOUNT TO BE       OFFERING PRICE       AGGREGATE           AMOUNT OF
      REGISTERED            REGISTERED        PER SHARE<F3>      OFFERING PRICE<F3>   REGISTRATION FEE
<S>                     <C>                    <C>                <C>                  <C>
     Common Stock,       50,000 shares <F1>     21.875<F2>         1,093,750<F2>        $377.16
   without par value



<FN>
<F1> 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 a stock dividend, or
     certain other capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> On August 2, 1996, the mean between the high and low prices of the
     Company's Common Stock reported on The NASDAQ Stock Market was
     $21.875.
</FN>
</TABLE>

===========================================================================




































                                  PART II
            INFORMATION 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 latest annual report filed pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act
                   of 1934 (the "Exchange Act").

              (b)  All other reports filed pursuant to Section 13(a) or
                   15(d) of the Exchange Act 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 which
                   is contained in the Registrant's Registration Statement
                   filed under the Exchange Act, including any amendment
                   or report filed for the purpose of updating such
                   description.

          All documents subsequently filed by the Registrant (also
          referred to as the "Corporation") pursuant to Sections 13(a),
          13(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 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.

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

              Sections 561-567 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 attorneys' 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.  The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent, shall not, of itself, create a
          presumption that the person did not act in good faith and in a
          manner which he reasonably believed to be in or not opposed to
          the best interests of the corporation or its shareholders, or,
          with respect to any criminal action or proceeding, that he had
          reasonable cause to believe that his conduct was unlawful.

              Indemnification of expenses, including attorneys' 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 shall be
          indemnified against expenses, including attorneys' fees.  A
          determination that the person to be indemnified meets the
          applicable standard of conduct, if not made by a court, shall be
          made by the board of directors by a majority vote of a quorum
          consisting of directors who were not parties to such action; if
          such a quorum is not obtainable, 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; by all independent directors who
          are not parties or threatened to be parties in the action, suit,
          or proceeding; or by the shareholders.  Expenses may be paid in
          advance upon receipt of an undertaking to repay.  A corporation
          may purchase indemnity insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                      II-2
ITEM 8.   EXHIBITS.

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

          EXHIBIT
          NUMBER                       DOCUMENT

           4(a)      The Corporation's Restated Articles of
                     Incorporation, filed as Exhibit 1(a) to the
                     Registrant's Quarterly Report on Form 10-Q for the
                     period ended June 30, 1994, are incorporated herein
                     by reference.

           4(b)      The Corporation's Bylaws, filed as Exhibit 3(b) to
                     the Registrant's Form S-1 Registration Statement
                     filed March 23, 1990, are incorporated herein by
                     reference.

           4(c)      The Shoreline Financial Corporation Stock Incentive
                     Plan of 1996.

           5(a)      Opinion Regarding Legality of Securities Offered.

           23(a)     Consent of Warner Norcross & Judd LLP--Included in
                     Exhibit 5(a) and incorporated herein by reference.

           23(b)     Consent of Independent Auditors.

           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 (the "1933
              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 thereto) which, individually or in
              the aggregate, represent a fundamental change in the
              information set forth in the registration statement;

                      II-3
                   (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
          Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in this registration statement.

              (2)  That, for the purpose of determining any liability
          under the 1933 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
          that remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for
    purposes of determining liability under the 1933 Act, each
    filing of the Registrant's annual report pursuant to Section
    13(a) or 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.

          (h) Insofar as indemnification for liabilities arising
    under the 1933 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 Securities and Exchange Commission such
    indemnification is against public policy as expressed in the
    1933 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




                      II-4
    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 1933 Act and will be governed by the final adjudication of
    such issue.














































                      II-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 Benton Harbor, State of Michigan,
on the 6th day of August, 1996.


                                  SHORELINE FINANCIAL CORPORATION


                                  By /S/ DAN L. SMITH
                                     Dan L. Smith
                                     Chairman, President and
                                       Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

    SIGNATURE                TITLE                                 DATE


/S/ DAN L. SMITH         Chairman, President, Chief            August 6, 1996
   Dan L. Smith           Executive Officer, and Director
                         (Principal executive officer)


*WAYNE R. KOEBEL         Executive Vice President,             August 6, 1996
   Wayne R. Koebel        Chief Financial Officer,
                          Secretary and Treasurer
                           (Principal financial officer
                           and principal accounting
                           officer)

*LOUIS A. DESENBERG      Director                              August 6, 1996
   Louis A. Desenberg


*MERLIN HANSON           Director                              August 6, 1996
   Merlin Hanson






                      II-6
 SIGNATURE                   TITLE                                 DATE


*THOMAS T. HUFF          Director                              August 6, 1996
   Thomas T. Huff


*RONALD F. KINNEY        Director                              August 6, 1996
   Ronald F. Kinney


*JAMES E. LEBLANC        Director                              August 6, 1996
   James E. LeBlanc


*L. RICHARD MARZKE       Director                              August 6, 1996
   L. Richard Marzke


*JAMES F. MURPHY         Director                              August 6, 1996
   James F. Murphy


*ROBERT L. STARKS        Director                              August 6, 1996
   Robert L. Starks


*JEFFREY H. TOBIAN       Director                              August 6, 1996
   Jeffrey H. Tobian


*HARRY C. VORYS          Director                              August 6, 1996
   Harry C. Vorys


*RONALD L. ZILE          Director                              August 6, 1996
   Ronald L. Zile

*By /S/ DAN L. SMITH
    Dan L. Smith
    Attorney-in-Fact










                      II-7
                               EXHIBIT INDEX

                                                                 SEQUENTIALLY
EXHIBIT                                                            NUMBERED
NUMBER                       DOCUMENT                                PAGE

  4(a)          The Corporation's Restated Articles of                 *
                Incorporation, filed as Exhibit 1(a)
                to the Registrant's Quarterly Report on Form
                10-Q for the period ended June 30, 1994, 
                are incorporated herein by reference.

  4(b)          The Corporation's Bylaws, filed as Exhibit 3(b)        *
                to the Registrant's Form S-1 Registration
                Statement filed March 23, 1990, are
                incorporated herein by reference.

  4(c)          The Shoreline Financial Corporation Stock
                Incentive Plan of 1996.

  5(a)          Opinion Regarding Legality of Securities
                Offered.

 23(a)          Consent of Warner Norcross & Judd LLP--Included        *
                in Exhibit 5(a) and incorporated herein by
                reference.

 23(b)          Consent of Independent Auditors.

 24             Powers of Attorney.

*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17835}]
{"company-data": {"conformed-name": "SHORELINE FINANCIAL CORP", "cik": "0000822697", "assigned-sic": "6021", "irs-number": "382758932", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09819", "film-number": "96606474"}, "business-address": {"street1": "823 RIVERVIEW DR", "city": "BENTON HARBOR", "state": "MI", "zip": "49022", "phone": "6169272251"}, "mail-address": {"street1": "823 RIVERVIEW DR", "city": "BENTON HARBOR", "state": "MI", "zip": "49022"}}
Registration No. 33-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      SHORELINE FINANCIAL CORPORATION
          (Exact name of registrant as specified in its charter)
                            __________________

                MICHIGAN                          38-2758932
     (State or other jurisdiction of           (I.R.S. employer
     incorporation or organization)          identification number)

                            823 Riverview Drive
                       Benton Harbor, Michigan 49022
            (Address of principal executive offices, zip code)

                      SHORELINE FINANCIAL CORPORATION
                       STOCK INCENTIVE PLAN OF 1996
                         (Full title of the plan)

          DAN L. SMITH           Copies to:          GORDON R. LEWIS
     CHAIRMAN, PRESIDENT AND                     WARNER NORCROSS & JUDD LLP
     CHIEF EXECUTIVE OFFICER                      900 OLD KENT BUILDING
 SHORELINE FINANCIAL CORPORATION                  111 LYON STREET, N.W.
       823 RIVERVIEW DRIVE                   GRAND RAPIDS, MICHIGAN 49503-2489
  BENTON HARBOR, MICHIGAN 49022

                  (Name and address of agent for service)

                              (616) 927-2251
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
   SECURITIES TO BE        AMOUNT TO BE       OFFERING PRICE       AGGREGATE           AMOUNT OF
      REGISTERED            REGISTERED        PER SHARE
OFFERING PRICE
REGISTRATION FEE
Common Stock,       50,000 shares
21.875
1,093,750
$377.16
   without par value
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 a stock dividend, or
     certain other capital adjustments.
Estimated solely for the purpose of calculating the registration fee.
On August 2, 1996, the mean between the high and low prices of the
     Company's Common Stock reported on The NASDAQ Stock Market was
     $21.875.
===========================================================================

                                  PART II
            INFORMATION 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 latest annual report filed pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act
                   of 1934 (the "Exchange Act").

              (b)  All other reports filed pursuant to Section 13(a) or
                   15(d) of the Exchange Act 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 which
                   is contained in the Registrant's Registration Statement
                   filed under the Exchange Act, including any amendment
                   or report filed for the purpose of updating such
                   description.

          All documents subsequently filed by the Registrant (also
          referred to as the "Corporation") pursuant to Sections 13(a),
          13(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 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.

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

              Sections 561-567 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 attorneys' 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.  The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent, shall not, of itself, create a
          presumption that the person did not act in good faith and in a
          manner which he reasonably believed to be in or not opposed to
          the best interests of the corporation or its shareholders, or,
          with respect to any criminal action or proceeding, that he had
          reasonable cause to believe that his conduct was unlawful.

              Indemnification of expenses, including attorneys' 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 shall be
          indemnified against expenses, including attorneys' fees.  A
          determination that the person to be indemnified meets the
          applicable standard of conduct, if not made by a court, shall be
          made by the board of directors by a majority vote of a quorum
          consisting of directors who were not parties to such action; if
          such a quorum is not obtainable, 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; by all independent directors who
          are not parties or threatened to be parties in the action, suit,
          or proceeding; or by the shareholders.  Expenses may be paid in
          advance upon receipt of an undertaking to repay.  A corporation
          may purchase indemnity insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                      II-2
ITEM 8.   EXHIBITS.

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

          EXHIBIT
          NUMBER                       DOCUMENT

           4(a)      The Corporation's Restated Articles of
                     Incorporation, filed as Exhibit 1(a) to the
                     Registrant's Quarterly Report on Form 10-Q for the
                     period ended June 30, 1994, are incorporated herein
                     by reference.

           4(b)      The Corporation's Bylaws, filed as Exhibit 3(b) to
                     the Registrant's Form S-1 Registration Statement
                     filed March 23, 1990, are incorporated herein by
                     reference.

           4(c)      The Shoreline Financial Corporation Stock Incentive
                     Plan of 1996.

           5(a)      Opinion Regarding Legality of Securities Offered.

           23(a)     Consent of Warner Norcross & Judd LLP--Included in
                     Exhibit 5(a) and incorporated herein by reference.

           23(b)     Consent of Independent Auditors.

           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 (the "1933
              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 thereto) which, individually or in
              the aggregate, represent a fundamental change in the
              information set forth in the registration statement;

                      II-3
                   (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
          Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in this registration statement.

              (2)  That, for the purpose of determining any liability
          under the 1933 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
          that remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for
    purposes of determining liability under the 1933 Act, each
    filing of the Registrant's annual report pursuant to Section
    13(a) or 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.

          (h) Insofar as indemnification for liabilities arising
    under the 1933 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 Securities and Exchange Commission such
    indemnification is against public policy as expressed in the
    1933 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

                      II-4
    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 1933 Act and will be governed by the final adjudication of
    such issue.

                      II-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 Benton Harbor, State of Michigan,
on the 6th day of August, 1996.

                                  SHORELINE FINANCIAL CORPORATION

                                  By /S/ DAN L. SMITH
                                     Dan L. Smith
                                     Chairman, President and
                                       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

    SIGNATURE                TITLE                                 DATE

/S/ DAN L. SMITH         Chairman, President, Chief            August 6, 1996
   Dan L. Smith           Executive Officer, and Director
                         (Principal executive officer)

*WAYNE R. KOEBEL         Executive Vice President,             August 6, 1996
   Wayne R. Koebel        Chief Financial Officer,
                          Secretary and Treasurer
                           (Principal financial officer
                           and principal accounting
                           officer)

*LOUIS A. DESENBERG      Director                              August 6, 1996
   Louis A. Desenberg

*MERLIN HANSON           Director                              August 6, 1996
   Merlin Hanson

                      II-6
 SIGNATURE                   TITLE                                 DATE

*THOMAS T. HUFF          Director                              August 6, 1996
   Thomas T. Huff

*RONALD F. KINNEY        Director                              August 6, 1996
   Ronald F. Kinney

*JAMES E. LEBLANC        Director                              August 6, 1996
   James E. LeBlanc

*L. RICHARD MARZKE       Director                              August 6, 1996
   L. Richard Marzke

*JAMES F. MURPHY         Director                              August 6, 1996
   James F. Murphy

*ROBERT L. STARKS        Director                              August 6, 1996
   Robert L. Starks

*JEFFREY H. TOBIAN       Director                              August 6, 1996
   Jeffrey H. Tobian

*HARRY C. VORYS          Director                              August 6, 1996
   Harry C. Vorys

*RONALD L. ZILE          Director                              August 6, 1996
   Ronald L. Zile

*By /S/ DAN L. SMITH
    Dan L. Smith
    Attorney-in-Fact

                      II-7
                               EXHIBIT INDEX

                                                                 SEQUENTIALLY
EXHIBIT                                                            NUMBERED
NUMBER                       DOCUMENT                                PAGE

  4(a)          The Corporation's Restated Articles of                 *
                Incorporation, filed as Exhibit 1(a)
                to the Registrant's Quarterly Report on Form
                10-Q for the period ended June 30, 1994, 
                are incorporated herein by reference.

  4(b)          The Corporation's Bylaws, filed as Exhibit 3(b)        *
                to the Registrant's Form S-1 Registration
                Statement filed March 23, 1990, are
                incorporated herein by reference.

  4(c)          The Shoreline Financial Corporation Stock
                Incentive Plan of 1996.

  5(a)          Opinion Regarding Legality of Securities
                Offered.

 23(a)          Consent of Warner Norcross & Judd LLP--Included        *
                in Exhibit 5(a) and incorporated herein by
                reference.

 23(b)          Consent of Independent Auditors.

 24             Powers of Attorney.

*Incorporated by reference.