FIRST MICHIGAN BANK CORP
10-Q, 1996-05-14
STATE COMMERCIAL BANKS
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                                FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                          _____________________


            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 1996

                                  OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to ________

                    Commission file number  0-7638

                      FIRST MICHIGAN BANK CORPORATION           
             (Exact name of registrant as specified in its charter)

                 MICHIGAN                                     38-2024376    
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                   Identification No.)

       One Financial Plaza, Holland, Michigan                   49423 
       (Address of principal executive offices)              (Zip Code)
 
      Registrant's telephone number, including area code:  (616) 355-9200

                           


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes  [X]    No      

The number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date: 18,202,643 shares of the Company's
Common Stock ($1 par value) were outstanding as of March 31, 1996. 

<PAGE>

                             INDEX

                                                                   Page 
                                                                  Number

Part I.          Financial Information (unaudited):

       Item 1.
       Financial Statements                                         3
       Notes to Consolidated Financial Statements                   6

       Item 2.
       Management's Discussion and Analysis of
       Financial Condition and Results of Operations                7

Part II.         Other Information                                 13

       Signatures                                                  14

<PAGE>

PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Item 1.       Financial Statements

CONSOLIDATED BALANCE SHEETS


                                 March 31,    December 31,   March 31,
                                   1996          1995         1995       
                                        (dollars in thousands)

<S>                              <C>              <C>              <C>
Assets
 Cash and due from banks         $  109,505       $  123,232       $   96,359  
 Federal funds sold                  50,200          112,450            7,250  
  Total cash and cash 
   equivalents                      159,705          235,682          103,609  
  Interest bearing deposits
   with banks                         3,732            5,311            3,820  
  Securities:
   Available-for-sale               379,680          323,470          159,307  
   Held-to-maturity (market 
   values $336,895, $356,998 
   and $554,694 respectively)       326,377          343,437          553,595  
 Loans                            2,167,294        2,134,570        1,965,862  
 Allowance for loan losses          (27,949)         (26,824)         (24,342)
 Premises and equipment              68,667           67,894           65,318  
 Other assets                        58,305           52,583           52,357  
                                 ----------       ----------       ----------
  Total assets                   $3,135,811       $3,136,123       $2,879,526  
                                 ==========       ==========       ==========

Liabilities and Shareholders' Equity
Deposits:
 Non-interest bearing            $  303,920       $  325,929       $  274,626  
 Interest bearing:
  Savings and NOW accounts          885,950          860,109          857,682  
  Time                            1,513,745        1,531,455        1,367,411  
                                  ---------        ---------        ---------
   Total deposits                 2,703,615        2,717,493        2,499,719  
Short-term borrowings               143,939          134,323          121,239  
Other liabilities                    34,332           32,356           26,601  
Long-term debt                        4,883            5,178            6,800  
                                  ---------       ----------        ---------
 Total liabilities                2,886,769        2,889,350        2,654,359  
                                  ---------       ----------        ---------

Shareholders' equity:
 Preferred stock - no par
  value; 1,000,000        
  shares authorized                      --              --                --  
 Common stock - $1 par
  value; 24,000,000       
  shares authorized; 
  issued and outstanding:       
  18,202,643, 18,236,923 
  and 17,285,667          
  respectively                       18,203          18,237            17,286  
 Surplus                            142,709         143,951           122,140  
 Retained earnings                   88,182          82,789            86,721  
 Securities valuation, 
  net of tax                            (52)          1,796              (980)
                                    -------        --------          --------
  Total shareholders' equity        249,042         246,773           225,167  
                                    -------        --------          --------
  Total liabilities and 
   shareholders' equity          $3,135,811      $3,136,123        $2,879,526  
                                 ==========      ==========        ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

                                           Three months ended March 31,
                                                1996          1995
                                     (in thousands, except for per share data)
<S>                                          <C>              <C>
Interest Income
 Interest and fees on loans                  $ 50,907         $ 45,127
 Interest on securities:
    Taxable                                     7,197            7,272
    Tax-exempt                                  3,238            3,537
  Other interest income                         1,176              317
                                             --------        ---------
    Total interest income                      62,518           56,253
                                             --------        ---------

Interest Expense
  Interest on deposits                        28,648           24,802
  Interest on short-term borrowings            1,455            1,510
  Interest on long-term debt                     122              170
                                            --------         --------
     Total interest expense                   30,225           26,482
                                            --------         --------


Net Interest Income                           32,293           29,771
  Provision for loan losses                    2,277            1,748
                                            --------          -------
     Net interest income after 
      provision for loan loss                 30,016           28,023
                                            --------          -------

Non-Interest Income
  Service charges on deposits                  3,205           2,949
  Trust income                                 1,919           1,243
  Other operating income                       3,300           2,785
  Securities gains                                16               2
                                            --------        --------
    Total non-interest income                  8,440           6,979
                                            --------        --------


Non-Interest Expense
  Salaries and employee benefits             14,326          12,955
  Occupancy                                   1,796           1,598
  Equipment                                   1,627           1,403
  FDIC insurance                                  7           1,348
  Other operating                             8,168           7,014
                                            -------         -------
     Total non-interest expense              25,924          24,318
                                            -------         -------


Income Before Income Taxes                  12,532           10,684
  Income taxes                               3,317            2,580
                                           -------          -------


Net Income                                 $ 9,215          $ 8,104
                                           =======          =======

Net income per share                          $.50             $.44
Cash dividends declared per share              .21              .18
Average shares outstanding 
 (in thousands)                             18,472           18,361
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
  
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

                                             Three months ended March 31,
                                               1996              1995   
<S>                                            <C>               <C>
Cash Flow From Operating Activities
 Net income                                    $   9,215         $   8,104  
  Adjustments to reconcile net income 
   to net cash provided by 
   operating activities:
     Provision for loan losses                     2,277             1,748  
     Origination of loans for sale in 
      secondary market                           (73,259)          (21,211)
     Proceeds from sale of loans                  73,496            21,325  
     Gain on sale of loans                          (237)             (114)
     Realized securities gains                       (16)               (2)
     Provision for depreciation, 
      amortization and accretion                   1,363             1,718  
     Deferred income taxes                            (6)              (12)
     Increase in interest receivable              (1,978)             (626)
     Increase in interest payable                    734             1,697  
     Other - net                                    (993)               78  
                                                 -------           -------
     Total adjustments                             1,381             4,601  
                                                 -------           -------
      Net cash provided by operating 
       activities                                 10,596            12,705  
                                                 -------           -------


Cash Flows From Investing Activities
 Net decrease in interest bearing 
  deposits with banks                              1,578               92  
 Purchase of securities available-for-sale      (104,896)         (26,016)
 Proceeds from sales of securities 
  available-for-sale                                   0            2,057  
 Proceeds from maturities and prepayments
  of securities available-for-sale                44,257            2,332  
 Purchase of securities held-to-maturity          (4,168)          (1,421)
 Proceeds from sales of securities
  held-to-maturity                                 1,049                0  
 Proceeds from maturities and prepayments
  of securities held-to-maturity                  22,300           27,005  
 Net increase in loans                           (34,133)         (74,599)
 Purchase of premises and equipment and
  other assets                                    (2,897)          (2,844)
                                                --------        ---------
    Net cash used in investing activities        (76,910)         (73,394)
                                                --------        ---------


Cash Flows From Financing Activities
 Net increase (decrease) in non-interest
  bearing demand and savings deposits 
  and NOW accounts                                 3,832          (41,936)
 Net increase (decrease) in time deposits        (17,710)         136,986  
 Net increase (decrease) in short-term
  borrowings                                       9,616          (51,540)
 Repayment of long-term debt                        (295)            (612)
 Cash dividends and fractional shares             (3,830)          (3,161)
 Proceeds from sales of stock                      1,389            1,155  
 Common stock repurchased                         (2,665)            (616)
                                                --------         --------
   Net cash provided by (used in) financing
    activities                                    (9,663)          40,276  
                                               ---------         -------- 

 Decrease in Cash and Cash Equivalents           (75,977)         (20,413)
 Cash and Cash Equivalents, at Beginning
  of Period                                      235,682          124,022  
                                                --------         --------
 Cash and Cash Equivalents, at End of
  Period                                        $159,705         $103,609  
                                                ========         ========

</TABLE>
<PAGE>

Notes to Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.

  1.    In the opinion of management of the Company, the unaudited
  consolidated financial statements contained herein include all adjustments
  (consisting of only normal recurring accruals) necessary to present fairly
  the consolidated financial position of the Company as of March 31, 1996,
  March 31, 1995 and December 31, 1995 and consolidated results of operations
  and cash flows for the three months ended March 31, 1996 and 1995.
  
  2.    On April 15, 1996, the Company acquired Arcadia Financial Corporation
  (Arcadia), a one-bank holding company located in Kalamazoo, Michigan,
  through the issuance of 653,747 shares of common stock.  The acquisition
  is to be accounted for as a pooling-of-interests.  The balances and the
  results of operations of Arcadia are not included in the financial
  information contained herein.
  
  3     Effective January 1, 1996, the Company adopted the accounting
  provisions for the capitalization of mortgage servicing rights promulgated
  by Statement of Financial Accounting Standards No. 122, "Accounting for
  Mortgage Servicing Rights" ("SFAS No. 122").  Prior to the adoption of SFAS
  No. 122, only purchased mortgaging servicing rights were subject to
  capitalization, and First Michigan had no such activity.
  
  The amount of the asset for originated mortgage servicing rights ("OMSR")
  is determined based on the relative fair value of the underlying mortgage
  loans, without the OMSR, and the OMSR itself.  This asset is amortized over
  the estimated period of net servicing income. OMSR's are stratified based
  on one or more of the predominant risk characteristics of the underlying
  loans (such as loan type, term of the loans, and interest rate) and are
  periodically evaluated for impairment.  Impairment represents the excess
  of cost of an OSMR stratum over its fair value.  Any impairment is
  recognized as a valuation allowance for each impaired stratum.
  
  Fair value for each stratum is based on the present value of estimated
  future cash flows using a discount rate commensurate with the risks
  involved, and includes assumptions about prepayments, default and interest
  rates, and other factors which are subject to change over time.  Changes in
  these underlying assumptions could cause the fair value of loans servicing
  rights and the related valuation allowance to change significantly in the
  future.
  
  The value of OMSRs capitalized in the first quarter of 1996 due to the
  adoption of this standard is $325,000.
  
  4.    The results of operations for the three months ended March 31, 1996
  are not necessarily indicative of the results to be expected for the full
  year.
  
  5.    The accompanying unaudited consolidated financial statements should
  be read in conjunction with the Notes to Consolidated Financial Statements
  contained in the Registrant's Form 10-K for the year ended December 31, 1995.
  
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations - Interim Financial Statements

The following is a discussion of First Michigan Bank Corporation's
("Company's") results of operations for the three months ended March 31, 1996
and 1995, and also provides information relating to the Company's financial
condition, focusing on its liquidity and capital resources. 

Net income of $9,215,000 for the three months ended March 31, 1996 increased
13.7% from the $8,104,000 earned during the three months ended March 31, 1995.
Earnings per share for the first quarter 1996 were $.50 versus $.44 for the
same period in 1995.  The increase in earnings is primarily attributable to
improvements in net interest income and non-interest income.  Offsetting this,
in part, was an increase in non-interest expense.  These changes are addressed
in the analyses that follow.  

<TABLE>

Net Interest Income                         First Quarter 
(in thousands)                        1996              1995   
<S>                                   <C>               <C>
Interest income                       $62,518           $56,253
Interest expense                       30,225            26,482
Net interest income                   $32,293           $29,771     

</TABLE>

The Company's first quarter 1996 net interest income of $32,293,000 increased
by $2,522,000 (8.5%) when compared with the same period of 1995.  As shown
in the following table, in the first quarter of 1996 the rate on interest
earning assets at 8.83% was unchanged from the year-ago period, while the
rate for interest bearing liabilities increased 15 basis points from 4.63 to
4.78. These changes resulted in a decrease of 15 basis points in the interest
spread. This decrease in spread is the primary reason for the 11 basis point
decrease in margin when comparing the two quarters.  The following table
shows a comparison of average volumes, effective yields earned, and rates
paid during the comparable periods.

<PAGE>
<TABLE>
<CAPTION>                                
                                    TABLE 1
                                
                    INTEREST EARNING ASSETS AND INTEREST BEARING
                         LIABILITIES BY MAJOR CATEGORIES
                            March 31, 1996 and 1995


                                      -------First Quarter Averages---------
                                Volumes In Thousands            Yield Earned/
                                    of Dollars                  Rate Paid
<S>                             <C>           <C>             <C>       <C>
                                   1996          1995         1996      1995
Interest Earning Assets
  Loans                         $2,153,441    $1,920,031      9.53%     9.53%
  Securities:
     Taxable                       474,711       485,917      6.04      5.98
     Tax-exempt                    204,912       226,767      9.39      9.29
  Short-term investments            86,904        22,480      5.44      5.72
                                ----------    ----------

    Total interest earning
     assets                      2,919,968     2,655,195      8.83      8.83
                                ----------     ---------

Interest Bearing Liabilities
  Savings deposits                 869,568       861,500      2.77      3.26
  Time deposits                  1,531,375     1,317,402      5.95      5.51
  Short-term borrowings            138,001       135,590      4.23      4.50
  Long-term debt                     4,965         7,077      9.86      9.61
                                ----------    ----------

     Total interest bearing 
      liabilities                2,543,909     2,321,569      4.78      4.63
                                ----------    ----------

Interest spread                $   376,059    $  333,626      4.05%     4.20%
                               ===========    ==========      =====     =====

Net interest income margin                                    4.67%     4.78%
                                                              =====     =====

</TABLE>

Average yields in the above table have been adjusted to a tax-equivalent
basis, and are computed using amortized cost for the securities portfolio.
Non-accruing loans are not significant for the periods presented and are
included in the average loan volumes above.

<PAGE>

Interest Earning Assets/ Interest Income
Interest income for the first quarter of 1996 increased $6,265,000 (11.1%)
from the first quarter of 1995. This is due to the increase in average volume
of earning assets during the first quarter 1996 versus 1995 as the average
yield on the earning assets was unchanged for the two periods as indicated
in the previous table.  Virtually all of the increase in average earning
assets, 88% of the $264,773,000 total, is due to the growth in the loan
portfolios. Average quarterly volumes in the loan portfolio increased 12.2%
from those of the first quarter 1995.  Mortgage, commercial and installment
loans all showed double digit average volume percentage increases versus the
prior year period averages.  Considerable strength was seen in commercial
lending and was due primarily to the economic health of the Company's
marketplace. 

With the above increasing loan demand there has been a small decrease (4.6%)
in the average volume of investment securities. The decrease in the volume
of securities reflects reinvestment in new securities of only a portion of
the proceeds from normally scheduled maturities, as opposed to a program of
sales for liquidity purposes.  Increases in the overall taxable portfolio
yield and the tax equivalent yield of the exempt portfolio between the periods
reflect the generally rising market of investment security yields in the last
year.

Interest Bearing Liabilities/Interest Expense
The average volume of interest bearing liabilities increased by $222,340,000
when compared to the first quarter 1995. Essentially all of this 9.6%
increase occurred in the time deposit category as seen in the previous table.
This is due primarily to growth in large certificates of deposit.  The rate
paid on time deposits increased with the competitive pressures in the
marketplace.  The average rate paid on short-term borrowings decreased with
rate reduction in the Company's Cash Investment Checking product, a one-day
retail purchase agreement for commercial accounts. The average rate on long
term debt reflects an increase as certain lower rate obligations have been
amortized as scheduled since the first quarter 1995.  The overall rate on
quarterly average interest bearing liabilities increased 15 basis points to
4.78% in this quarter from the first quarter 1995 average rate of 4.63%.

Asset/Liability Management
The Company maintains an asset/liability management process whereby strategies
are developed and implemented to maintain the proper level of liquidity while
maximizing net interest income and minimizing the impact on earnings from
major interest rate changes.  Particular attention is placed on the Company's
interest sensitivity, which is the degree net interest income is affected by
a change in market interest rates.  Monitoring the balance of assets and
liabilities that are rate sensitive within 90 days and one year is a
continuing aspect of this process.  When a cumulative rate sensitive ratio
of 1.00 is maintained, both the interest income and the interest expense
increase or decline in tandem with changes in market interest rates, with
the net interest income of the Company not changing significantly as a direct
result.

Liquidity is monitored in order to meet the needs of customers, such as
depositors withdrawing funds or borrowers requesting funds to meet their
credit needs.  The Company's current internal and external sources of funds
are adequate to meet its liquidity needs.

Deposit gathering is a principal source of funds for the Company. Development
of consumer deposits is achieved by paying competitive rates and by
maintaining an active marketing program. Larger certificates of deposit,
issued to public authorities and the private sector, also provide an important
source of funds for the Company. These certificates of deposit are purchased
primarily from within the Company's market areas and are considered a reliable
source of funds. The Company also purchases brokered certificates of deposit
(CDs) from time to time for varying periods of up to three years. Such
purchases, when they occur, are made within established Company guidelines.
Current balances represent approximately 14% <PAGE> of large CDs and 3% of
total deposits.  The Company made no brokered CD purchases during the current
quarter.

Another principal source of funds derives from routine payments on loans and
the maturities of loans and securities.  The Company's securities portfolio
is invested almost exclusively in investment grade issues, and, as discussed
in the next section, the Company continues to have a high-quality loan
portfolio.  As a result, payments and maturities on these assets are also
a reliable source of funds.  The Company transferred securities with an
amortized cost of $110,674,000 from the held-to-maturity category to
available-for-sale (AFS) on December 27, 1995 as allowed by the transition
provisions in the guide to implementation of Statement of Accounting Standards
No. 115 issued in November 1995.  The balance sheet change in these two
securities classifications is due to this transfer and purchases, primarily
of AFS securities, from maturities and sales of both categories since the
end of the first quarter of 1995.

Externally, the Company has the ability to enter the federal funds market as
a purchaser to meet daily liquidity needs.  In addition, the Company has the
ability to enter into funding arrangements with other financial institutions.

<TABLE>

Allowance for Loan Losses                   First Quarter 
(in thousands)                     1996                      1995     
<S>                                <C>                       <C>
Balance, at beginning of period     $26,824                  $23,758
Provision for loan losses             2,277                    1,748
Loans charged-off                    (2,008)                  (1,644)
Recoveries of loans previously
  charged-off                           856                      480
Balance, at end of period           $27,949                  $24,342

</TABLE>

The provision for loan losses increased $529,000 for the first quarter versus
the 1995 period. The provision for the first quarter 1996 is consistent with
management's evaluation of the loan portfolio and its recent growth, while
giving due consideration to the consistently low non-performing asset ratios.
The reserve for loan losses as a percent of loans at March 31, 1996 is 1.29%,
up 3 basis points from the 1.26% ratio at December 31, 1995.

In assessing the adequacy of the loan loss allowance, management considers
many factors, including changes in the type and volume of the loan portfolio,
past loan loss experience, existing and anticipated economic conditions and
other factors that might be pertinent.  The amount actually provided in any
period may be more or less than actual net loan charge-offs for that period.

Net charge-offs in the first quarter 1996 declined by $12,000 compared to the
first quarter 1995. Net charge-offs as a percent of average loans outstanding
during the quarter were .21% for the first quarter of 1996 and .24% in 1995.
This ratio is within the range of management's expectations and is considered
a reflection of prudent lending practices.  Non-accrual, past due 90 day and
renegotiated loans in total were .45% and .47% of total loans outstanding
at March 31, 1996 and March 31, 1995 respectively.  The Company has compared
favorably with the banking industry nationwide in these credit ratios. 

<PAGE>
<TABLE>
<CAPTION>

Following are the balances constituting the nonperforming assets and loans
90 days past due and still accruing as of the end of the respective periods.

                                                  March 31,         
                                       1996                     1995  
<S>                                    <C>                      <C>
Non-accrual loans                      $5,450                   $5,675
Renegotiated loans                        258                      776
Other real estate owned                 1,833                    1,135
                                       ------                   ------
   Total nonperforming assets          $7,541                   $7,586
                                       ======                   ======
    Loans 90 days past due             $4,091                   $2,769
                                       ======                   ======
</TABLE>

<TABLE>
Non-interest Income                             First Quarter 
(in thousands)                         1996                     1995      
<S>                                    <C>                      <C>
  Total                                $8,440                   $6,977     
                                       ======                   ======
</TABLE>

Non-interest income, which includes service charges on deposit accounts, loan
fees, trust and investment management fees, other operating income and
securities transactions, increased $1,461,000 (20.9%) during the three months
ended March 31, 1996 compared to the same period in 1995. Overall the
non-interest income was favorably impacted both by mortgage banking, which
consists of mortgage loan origination, sales and servicing, and by trust and
financial services revenue improvements. The largest increases were seen in
fees and gains on sale of loans amounting to approximately $670,000, of which
implementation of SFAS No. 122 contributed $325,000. By comparison the first
quarter 1995 had an unusually low level of mortgage banking income.  Trust
and investment management fees increased by $311,000 (19.7%) over the year
ago period. This is due both to asset growth in managed mutual funds and
to trust account asset increases.  Service charges on deposits increased
$256,000, or 3.2%, primarily due to inter-period volume increases. Increases
in mutual fund sales commissions and other brokerage commissions, amounting
to $141,000, substantially account for the balance of other income
improvement.

<TABLE>

Non-interest Expense                           First Quarter      
(in thousands)                        1996                     1995   
<S>                                   <C>                      <C>
  Total                               $25,924                  $24,318 
                                      =======                  =======
</TABLE>

Non-interest expense increased $1,606,000 (6.6%) when comparing the first
quarter of 1996 with 1995.  Of the total non-interest expense increase,
salary and benefits costs and other expenses contributed to the majority of
this increase  Other operating expense increases occurred in communications
expenses, computer processing and software support, which are related to
retail strategy implementation.  FDIC insurance was virtually eliminated
in 1996 versus a $1,348,000 expense in 1995.  The decline in FDIC premiums
offset increases in other categories.

The 10.8% increase in salary and benefits expense in the first quarter 1996
versus 1995 is due primarily to annual merit increases which approximated 4.5%
corporate-wide. These merit increases along with promotional increases and
recruitment to fill certain key management positions for the implementation
of its retail strategy accounted for substantially all of the salary increase.
Overall the number of full time equivalent employees has increased by less
than 1%.

Additionally, about one-fourth of the total salary and benefits percentage
increase is due to first quarter 1995 reduced expense resulting from
favorable medical benefits experience for that period.

<PAGE>
<TABLE>

Income Tax Expense                          First Quarter         
(in thousands)                         1996             1995      
<S>                                    <C>              <C>
  Total                                $3,317           $2,580     
                                       ======           ======
</TABLE>

Fluctuations in income taxes result primarily from changes in the level of
profitability and variations in the amount of tax-exempt income.  The increase
in pre-tax income and decline in tax-exempt income account for the increased
income tax expense between the periods.  The level of tax-exempt income in
the first quarter 1996 declined by approximately $266,000 from 1995.

Capital 
Following is a statement of changes in shareholders' equity for the three
month period ended March  31, 1996 (in thousands):
<TABLE>
  <S>                                                      <C>
  Shareholders' Equity at December 31, 1995                $246,773  
  Net income                                                  9,215    
  Shares issued upon exercise of employee stock
   option plans                                                 309  
  Shares issued under dividend reinvestment and
   employee stock purchase plans                              1,057  
  Dividends to shareholders                                  (3,822)
  Change in securities valuation, net of tax                 (1,848) 
  Common stock repurchased                                   (2,642)
                                                           --------
  Shareholders' Equity at March 31, 1996                   $249,042  
                                                           ========
</TABLE>

Shareholder's equity is the Company's principal capital base and it is
important that it increase along with the growth in total assets in order for
adequate capital ratios to be maintained.  The ratio of equity to total assets
at March 31, 1996 was 7.9%, unchanged from the December 31, 1995 ratio.

The Federal Reserve Board provides guidelines for the measurement of capital
adequacy of bank holding companies. The Company's capital, as adjusted under
these guidelines, is referred to as risk-based capital. The Company's Tier 1
risk-based capital ratio at March 31, 1996 is 10.6%, and the total risk-based
capital ratio is 12.0%. These ratios are unchanged from the December 31, 1995
levels. Minimum regulatory Tier 1 risk-based and total risk-based capital
ratios under the Federal Reserve Board guidelines are 4% and 8% respectively.

These same capital ratios are applied at the subsidiary bank level by the
Federal Deposit Insurance Corporation under which a well-capitalized bank is
defined as one with at least a 10% risk-based capital level.  All Company
subsidiary banks met this definition at March 31, 1996 and December 31, 1995.

The capital guidelines also provide for a standard to measure risk-based
capital to total assets. This is referred to as the leverage ratio. The
Company's leverage ratio at March 31, 1996 is 7.8%. The minimum standard
leverage ratio is 3%, and virtually all financial institutions subject to
these requirements are expected to maintain a leverage ratio of 1 to 2
percentage points above the 3% minimum.

In addition to shareholders' equity, the Company had long-term debt of
$4,883,000 at March 31, 1996 and $5,178,000 at December 31, 1995.

<PAGE>
 
                        PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits.
        See exhibit below.

(b)    Reports on Form 8-K
        There were no reports on Form 8-K filed during the first quarter 1996.

<PAGE>

                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 to be signed on its behalf by the undersigned hereunto
duly authorized.



                      FIRST MICHIGAN BANK CORPORATION

                 
                      /s/ Larry D. Fredricks
                      Larry D. Fredricks
                      (Executive Vice President and Chief Financial Officer)



                      /s/ William F. Anderson                  
                      William F. Anderson
                      (Vice President and Controller)




DATE:   May 10, 1996

<PAGE>

                             EXHIBIT INDEX

The following exhibits are filed herewith.


Exhibits

(11)     Computation of Earnings Per Share   

<PAGE>
<TABLE>
<CAPTION>
                                               Part I, Exhibit (11)
 
                  COMPUTATION OF EARNINGS PER SHARE
                   FIRST MICHIGAN BANK CORPORATION

                                           Three Months Ended March 31,     
                                     (In thousands, except per share amounts)
                                           1996                1995 
<S>                                        <C>                 <C>
Average shares outstanding                 18,207.3            18,147.7

Net effect of the assumed exercise
  of stock options (based on the
  treasury stock method using higher 
  of either ending or average)                264.6               213.5
                                           --------            --------
     Total shares                          18,471.9            18,361.2
                                           ========            ========
Net income                                  $ 9,215             $ 8,104 
                                            =======             =======
Per share amount                              $ .50               $ .44 
                                              =====               =====

<PAGE>




</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                         109,505
<INT-BEARING-DEPOSITS>                           3,732
<FED-FUNDS-SOLD>                                50,200
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    379,680
<INVESTMENTS-CARRYING>                         326,377
<INVESTMENTS-MARKET>                           336,895
<LOANS>                                      2,167,294
<ALLOWANCE>                                     27,949
<TOTAL-ASSETS>                               3,135,811
<DEPOSITS>                                   2,703,615
<SHORT-TERM>                                   143,939
<LIABILITIES-OTHER>                             34,332
<LONG-TERM>                                      4,883
                                0
                                          0
<COMMON>                                        18,203
<OTHER-SE>                                     230,839
<TOTAL-LIABILITIES-AND-EQUITY>               3,135,811
<INTEREST-LOAN>                                 50,907
<INTEREST-INVEST>                               10,435
<INTEREST-OTHER>                                 1,176
<INTEREST-TOTAL>                                62,518
<INTEREST-DEPOSIT>                              26,648
<INTEREST-EXPENSE>                              30,225
<INTEREST-INCOME-NET>                           32,293
<LOAN-LOSSES>                                    2,277
<SECURITIES-GAINS>                                  16
<EXPENSE-OTHER>                                 25,924
<INCOME-PRETAX>                                 12,532
<INCOME-PRE-EXTRAORDINARY>                       9,215
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,215
<EPS-PRIMARY>                                      .50
<EPS-DILUTED>                                      .50
<YIELD-ACTUAL>                                    4.67
<LOANS-NON>                                      5,455
<LOANS-PAST>                                     4,091
<LOANS-TROUBLED>                                   258
<LOANS-PROBLEM>                                  1,033
<ALLOWANCE-OPEN>                                26,824
<CHARGE-OFFS>                                    2,008
<RECOVERIES>                                       856
<ALLOWANCE-CLOSE>                               27,949
<ALLOWANCE-DOMESTIC>                            27,949
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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