FIRST OF AMERICA BANK CORP /MI/
8-K, 1994-07-14
NATIONAL COMMERCIAL BANKS
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                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.
                                  20549

                                 FORM 8-K

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) July 14,1994

                     FIRST OF AMERICA BANK CORPORATION          
          (Exact name of Registrant as specified in its Charter)

            Michigan                  1-10534       38-1971791    
    (State or other jurisdiction    (Commission    (I.R.S. Employer
        of Incorporation or         File Number)  Identification No.)
         Organization)

                 211 S. Rose, Kalamazoo, Michigan  49007
                  Address of principal Executive Offices)

     Registrant's telephone number, including area code  616-376-9000
    <PAGE>









































    Item 5.  Other Events

    (1)  On June 14, 1994, First of America entered into a definitive
         agreement to acquire F&C Bancshares, Inc., a $406 million in
         assets  savings and  loan  holding  company  based  in  Port
         Charlotte, Florida.    It  is  anticipated  F&C  Bancshares'
         3,242,209  common  shares  will  be exchanged  tax-free  for
         shares of First of America Common Stock.  The exchange ratio
         will equal  $23.25 divided by  the average closing  price of
         First of  America Common  Stock during  the last  15 trading
         days  immediately prior  to, but  not  including, the  third
         business  day  before  the completion  of  the  transaction.
         However, the exchange  ratio will not exceed .6436  and will
         not be  less than  .5519.   On the  basis of  current market
         price of First of America  Common Stock, the transaction has
         an indicated value of approximately  $72 million.  First  of
         America intends to account for the acquisition as a  pooling
         of interests.  The  acquisition, subject to approval by  F&C
         Bancshares'  shareholders  and  regulatory  authorities,  is
         currently expected to  be completed by the end  of 1994, and
         will include the merger of F&C Bancshares' subsidiary, First
         Federal  Savings Bank  of Charlotte  County,  into First  of
         America  Bank -  Florida,  F.S.B.    Concurrently  with  the
         execution  of the definitive agreement, First of America and
         F&C  Bancshares executed  a  Warrant Agreement  pursuant  to
         which F&C Bancshares  issued a Warrant  to First of  America
         entitling First  of America to purchase up to 648,400 shares
         of F&C Bancshares common stock upon the occurence of certain
         events set forth in the Warrant Agreement.

         Effective on June 28, 1994,  First of America entered into a
         definitive   agreement  to   acquire  Presidential   Holding
         Company, a $224  million in assets savings  and loan holding
         company  based  in  Sarasota, Florida.    It  is anticipated
         Presidential's 716,188 common shares will  be exchanged tax-
         free  for shares  of First  of  America Common  Stock.   The
         exchange  ratio will  equal $33.25  divided  by the  average
         closing price of  First of America  Common Stock during  the
         last  15  trading   days  immediately  prior  to,   but  not
         including, the third  business day before the  completion of
         the  transaction.    However, the  exchange  ratio  will not
         exceed .9837 and  will not be less than .8735.  On the basis
         of  current market price  of First of  America Common Stock,
         the  transaction  has  an indicated  value  of  $24 million.
         First of America intends to account for the acquisition as a
         pooling  of interests.  The acquisition, subject to approval
         by  regulatory  authorities,  is currently  expected  to  be
         completed in the fourth quarter 1994 or first  quarter 1995,
         with the  merger of Presidential's  subsidiary, Presidential
         Bank, F.S.B., into First of America Bank - Florida, F.S.B.

    (2)  On July 14, 1994, First of America  Bank Corporation ("First
         of America") issued  a news release announcing  its earnings
         and  related financial information for the second quarter of














         1994.   The  text  of  the news  release  and the  financial
         information released with it follow.
    <PAGE>

































































                              PRESS RELEASE

         FIRST OF AMERICA BANK CORP. REPORTS 2ND QUARTER RESULTS;
                   2ND QTR EARNINGS PER SHARE $.88; AND
         YTD NET INCOME DOWN 5.7% WITH RETURN ON ASSETS AT 1.04%


    KALAMAZOO,  Mich.,  July 14,  1994  --    First of  America  Bank
    Corporation  (NYSE: FOA) today reported second quarter net income
    of  $53.2 million, or $.88 per  share, a decrease of 10.8 percent
    from net  income of $59.6  million, or $1.00 per  share, reported
    for the  second quarter of  1993.  Year-to-date, 1994  net income
    was  $111.5 million,  or $1.86  per  share, compared  with $118.2
    million, or $1.98 per share, for the same 1993 period.

    Daniel R. Smith, chairman and  chief executive officer, First  of
    America  Bank Corporation, stated,   "Our second  quarter results
    were obviously  below our expectations.   A reduced  net interest
    margin  and lower  gains on  the  sales of  loans and  securities
    contributed to a reduction in  net income when compared with last
    year.  Additionally, unsettled financial  markets lowered revenue
    in  several areas.  Mortgage banking revenues declined along with
    the  drop in mortgage refinancing  activity and mutual fund sales
    have flattened.  These revenue  shortfalls occurred while we were
    taking deliberate  steps to expand  these lines of business.   We
    planned  our  added  investment in  these  businesses  because we
    believe  that they  are  important  to  our  long  term  earnings
    potential and growth in shareholder value.

    "There  is good  news to  report,"   Smith continued.   "A  large
    portion of our commercial loans, residential mortgages and credit
    cards are  variable rate loans,  and as they continue  to reprice
    over the  next few  weeks and months,  revenues will  rise.   Our
    asset quality,  always  high, has  improved even  more, and  loan
    growth  this quarter  was stronger  than it  has been  in several
    years."

    Smith said,  "This quarter also included our move into Florida --
    an exciting  development in  the history of  our company  and the
    opportunity  to do  business in  a  rapidly growing  area of  the
    country.  We  have operated our  Florida bank now  for two and  a
    half months and  are on target  with our  plans to convert  their
    operations to  our systems  this month.   By year-end,  we should
    complete two pending acquisitions which will more than double the
    size  of  our  presence  there.    The  combined  impact  of  our
    acquisitions  in  Florida  and  Illinois  this  quarter   lowered
    earnings per share by $.03.

    "This  quarter's  results   should  be   kept  in   perspective,"
    concluded Smith.   "Our  company is  producing revenue growth  --
    just not as fast as we had hoped.  We will continue to scrutinize
    planned  expenses  to  make  sure that  they  add  more immediate
    benefit.  Both for  the remainder of 1994 and the  long term, the
    outlook for our company remains positive."














    Return  on  average assets  was  0.96  percent for  the  quarter,
    compared  with  1.17 percent  in 1993,  and for  the year-to-date
    period, it  was  1.04  percent  versus 1.18  percent  last  year.
    Return on average equity was 13.92 percent for the second quarter
    of 1994 and 14.69 percent for the six-month period, compared with
    17.16 percent and 17.35 percent for the respective 1993 periods. 
               

    Net Interest Income and Net Interest Margin
    Net Interest Income and Net Interest Margin

    Net interest income was $234.8 million for the second quarter, an
    increase of 3.1  percent over last year's $227.7  million.  Year-
    to-date,  net interest  income increased  3.0  percent to  $461.8
    million versus  $448.2 million in 1993,  as a result of  a higher
    level of earning assets.  Total loan growth  was 9.6 percent, and
    excluding acquisitions during the last twelve months,  it was 8.2
    percent.     During  the   second  quarter   of  1994   excluding
    acquisitions,   residential   mortgages    grew   10.4   percent,
    annualized, as variable  rate loans were added  to the portfolio.
    Consumer loans were up 30.5 percent,  annualized, for the quarter
    and  22.7 percent  for  the  year.   Commercial  loans grew  11.9
    percent, annualized, for the quarter.  

    The net interest  margin for the second quarter  was 4.65 percent
    down from  4.92 percent in 1993.   For the six-month  period, the
    net interest margin was 4.73 percent compared with 4.92 percent a
    year ago.  Factors compressing the margin were the repricing of a
    significant  portion of  the fixed  rate  credit card  portfolio,
    growth in other consumer  loans at aggressive pricing  levels and
    the run-up  in short term  rates since  March.  In  addition, the
    thrift deposits added  in Illinois and Florida this  year lowered
    the second quarter net interest margin by 7 basis points compared
    with a year ago and the year-to-date margin by 4 basis points.  

    Non-interest Income
    Non-interest Income

    Non-interest income was up only  slightly for the quarter and 3.7
    percent  for the  six-month period.   Both gains  on the  sale of
    securities and  gains on the  sale of residential  mortgages were
    lower  in  1994,  while  trust  and  financial  services  income,
    mortgage servicing income and credit card fees continued to grow.

    Traditional trust  fees were up  8.0 percent for the  quarter and
    7.4  percent for  the six-month period.   Financial  service fees
    from cash  management, brokerage  and investment  management were
    $5.3 million in the  second quarter of 1994 versus $5.4 million a
    year ago;  for the six-month period they increased 6.5 percent to
    $10.8 million in 1994 compared with $10.1 million last year.

    Income  from  mortgage  banking activities  was  affected  by the
    decreased  refinancing  activity,  which  more  than  offset  the
    continued  growth in the servicing portfolio.  Mortgage servicing
    income increased to $2.4 million for the quarter, up 40.4 percent
    from a year ago, and for the six-month period,  was $4.5 million,














    up 27.6 percent from last year. Residential mortgage originations
    during the second  quarter of 1994 were $598  million versus $756
    million a year  ago, while gains on  the sale of such  loans were
    $1.9  million  compared  with $5.8  million.    Year-to-date, the
    impact of gains  on the sale of  loans was $0.09 per  share, down
    from $0.13 per share in 1993.

    Credit card fees increased, following the growth of the revolving
    loan portfolio.   The fees, totaling $10.2 million  in the second
    quarter of 1994  and $19.7 million in the  six-month period, were
    up 9.1 percent and 10.2 percent, respectively.

    Gains  on the sale of securities were  $1.2 million in the second
    quarter, or $0.01 per share, compared with $2.5 million, or $0.03
    per  share, a year  ago.  For the  year-to-date period, the gains
    were $0.09 per share versus $0.11 per share last year.

    Non-interest expense
    Non-interest expense

    Total  non-interest expense increased 7.0 percent for the quarter
    and  6.8 percent  for the  year-to-date  period, as  a result  of
    acquisitions,  other  expansion   initiatives  and  developmental
    costs.  Second quarter's increase of $13.3 million over last year
    included $5.7 million  in costs and intangible  amortization from
    the  added  operations  of  the Florida  bank,  LGF  Bancorp, and
    Citizens Federal  branches and  $3.9 million  from business  line
    development and  other expansion  initiatives.   Excluding  these
    costs,  non-interest  expense  for  the   quarter  increased  2.0
    percent.    As  a percent  of  average  assets, annualized,  non-
    interest expense was 3.69 percent  for the second quarter of 1994
    versus 3.75 percent a year ago and was level at 3.76  percent for
    the year-to-date periods for both years.

    The efficiency ratio for the  second quarter was 66.23 percent in
    1994 and 63.19  percent in 1993, as  a result of the  higher non-
    interest  expense and  the lower  net interest  margin.   For the
    year-to-date periods, the  efficiency ratio was 65.22  percent in
    1994  and 62.76  percent in  1993.   Year-to-date, the  246 basis
    point increase in the efficiency ratio was due in part to the net
    interest  margin deterioration (194 basis points) and lower gains
    on the sales of securities and loans (53 basis points).    

    Asset Quality
    Asset Quality

    Asset  quality, previously  at  a  strong  level,  improved  even
    further  with  non-performing  assets at  0.73  percent  of total
    assets compared with 0.85 percent  last year.  Net charge-offs as
    a percent of average loans also decreased to 0.41 percent for the
    second quarter  versus 0.47  percent a year  ago.   The allowance
    coverage  of   non-performing  loans  increased  to  163  percent
    compared  with 152  percent last  year.   The provision  for loan
    losses  was $2.5  million higher  in the  second quarter  of 1994
    primarily due to loan growth.















    Outlook
    Outlook

    Thomas W. Lambert,  executive vice president and  chief financial
    officer,  commented,  "We are especially pleased that loan growth
    seemed to strengthen progressively during the last quarter.  With
    continued loan growth  and the existing higher  rate environment,
    the net interest margin should improve over the rest of the year.
    Revenue growth should outpace expense growth by a wider margin as
    well.    Last year  the  company earned  $4.14 per  share  and if
    current  trends continue,  we believe  that  we will  be able  to
    reach, or perhaps  slightly exceed,  that level  of earnings  for
    1994."      

    First of America  Bank Corporation,  headquartered in  Kalamazoo,
    Michigan, is  one of  the largest bank  holding companies  in the
    Midwest with assets  of over $23  billion.  First of  America has
    611 offices in Michigan, Illinois, Indiana and Florida that serve
    over 325  communities.  The  banks engage in  commercial banking,
    retail banking and mortgage banking,  and provide trust and other
    financial services.  Based on net  income, profitability and size
    of franchise, First of America is ranked among the top 35 banking
    companies in the United States.
    <PAGE>







































    <TABLE>
    <CAPTION>
                              FIRST OF AMERICA BANK CORPORATION
                                     Financial Highlights



                                          Three Months Ended June 30,
                                          ---------------------------

     ($ in thousands, except per       1994        1993         % Change
     share data)                     -------      -------       ---------
     <S>                             <C>          <C>          <C>

     NET INCOME                      53,204       59,622            (10.8)


     EARNINGS PER SHARE

          Primary                      0.88         1.01            (12.9)
          Fully Diluted                0.88         1.00            (12.0)


     PROFITABILITY RATIOS

          Net interest margin (FTE)    4.65         4.92 
          Return on average assets     0.96         1.17 
          Return on average total   
            equity                    13.92        17.16 
          Efficiency Ratio            66.23        63.19 
          Burden Ratio                 2.43         2.39 
     <CAPTION>

                                           Six Months Ended June 30,
                                          ---------------------------

                                       1994        1993         % Change
                                     -------      -------       ---------















     <S>                             <C>          <C>          <C>

     NET INCOME                      111,524      118,220            (5.7)



     EARNINGS PER SHARE

          Primary                      1.86         2.00             (7.0)
          Fully Diluted                1.86         1.98             (6.1)


     PROFITABILITY RATIOS

          Net interest margin (FTE)    4.73         4.92 
          Return on average assets     1.04         1.18 
          Return on average total   
            equity                    14.69        17.35 
          Efficiency Ratio            65.22        62.76 
          Burden Ratio                 2.39         2.35 
     <CAPTION>

                                                 Twelve Months Ended June 30,
                                             ------------------------------------

                                                                 Ongoing
                                                               Operations
                                        1994         1993         1993           % Change
                                     -------      -------       ---------         -------

     <S>                             <C>          <C>          <C>              <C>
     NET INCOME                      240,689      211,833         237,724            1.2 



     EARNINGS PER SHARE

















          Primary                      4.05         3.60             4.05              --
          Fully Diluted                4.02         3.55             3.97            1.3 



     PROFITABILITY RATIOS
          Net interest margin (FTE)    4.77         4.96             4.96 
          Return on average assets     1.13         1.06             1.19 
          Return on average total   
            equity                    16.14        15.70            17.33 
          Efficiency Ratio            63.95        64.54            62.38 
          Burden Ratio                 2.32         2.47             2.34 
    </TABLE>
    <PAGE>







































    <TABLE>
    <CAPTION>
                      FIRST OF AMERICA BANK CORPORATION
                            Financial Highlights




                                                      At June 30,
                                                 --------------------

     RISK BASED CAPITAL RATIOS                    1994           1993
                                               ---------      ---------
     <S>                                       <C>            <C>

          Tier I Capital Ratio                     8.49           9.40 
          Total Capital Ratio                     10.77          11.90 


                                                      At June 30,
                                                 --------------------

     NON-PERFORMING ASSETS                        1994           1993
                                               ---------      ---------
          Non-accrual loans                     116,103        107,576 
          Restructured loans                      9,686         12,037 
          Other real estate owned                42,467         53,950 
          Total non-performing assets          ---------      ---------

         Total non-performing assets            168,256        173,563 
                                               =========      =========

          90 days past due loans                 10,763         36,528 
          Non-performing assets to loans
          plus OREO                                1.10           1.25 

          Non-performing assets as a 
          % of total assets                        0.73           0.85 

















                                                      At June 30,
                                                 --------------------

     ASSET QUALITY RATIOS                         1994           1993
                                               ---------      ---------
          Allowance to total loans                 1.34           1.31 
          Coverage of non-performing loans       162.55         151.93 
          Coverage of non-performing assets      121.52         104.70 


                                                      At June 30,
                                                 --------------------

     ALLOWANCE FOR LOAN LOSSES                    1994           1993
                                               ---------      ---------

          Year-to-Date
          Balance, beginning of period          188,664        176,793 
          Operating provision                    43,109         43,802 
          Net charge-offs                       (29,502)       (39,119)
          Allowance of purchased/(sold) banks     2,194            253 
                                               ---------      ---------
          Balance, June 30                      204,465        181,729 
                                               =========      =========

          Annualized net charge-offs
              to average loans                     0.41           0.58 

    </TABLE>
    <PAGE>





















    <TABLE>
    <CAPTION>
                                                     FIRST OF AMERICA BANK CORPORATION
                                                           Financial Highlights
                                                    Consolidated Statements of Earnings



                                                 Three Months Ended June 30,                     Six
                                                                                                  Months
                                                                                                      Ended
                                                                                                         June
                                                                                                           30,
                                             -----------------------------------            -----------------------------------
     ($ in thousands, except per share       1994            1993          % Change         1994            1993          %
                                                                                                        Change
     data)                               -----------      -----------     ---------     -----------      -----------     ---------

     <S>                                 <C>             <C>              <C>           <C>              <C>             <C>
     Total Interest Income                  387,664          382,256           1.4          750,104         759,354
                                                                                                                              (1.2)
     Total Interest Expense                 152,874          154,561          (1.1)         288,333         311,203
                                                                                                                              (7.3)
                                         -----------      -----------     ---------      -----------     -----------      ---------

     Net Interest Income                    234,790          227,695           3.1          461,771         448,151
                                                                                                                               3.0
                                                                                                              
     Provision for loan losses               22,501           20,029          12.3           43,109          43,802
                                                                                                                              (1.6)
                                         -----------      -----------     ---------      -----------     -----------      ---------

     Net Interest Income After              212,289          207,666           2.2          418,662         404,349
                                                                                                                               3.5
                                                                                                              
     Provision                           -----------      -----------     ---------      -----------     -----------      ---------
     Non-interest Income

          Service charges on deposit         22,292           21,687           2.8           42,600          41,780
                                                                                                                               2.0
                                                                                                              
          accounts                           20,657           19,637           5.2           40,970          38,239
                                                                                                                               7.1
                                                                                                              
          Trust and financial services        1,216            2,470         (50.8)           8,715           9,692
                                                                                                                             (10.1)
          income                             25,650           25,644             --          54,131          51,494
                                                                                                                               5.1
                                                                                                              
          Investment securities          -----------      -----------     ---------      -----------     -----------      ---------
          transactions
          Other non-interest income
              Total non-interest income      69,815           69,438           0.5          146,416         141,205
                                                                                                                               3.7
                                                                                                              
                                         -----------      -----------     ---------      -----------     -----------      ---------

     Non-interest Expense
















          Personnel                         108,873          101,915           6.8          213,495         200,605
                                                                                                                               6.4
                                                                                                              
          Occupancy and equipment, net       28,262           26,161           8.0           56,603          53,880
                                                                                                                               5.1
                                                                                                              
          Amortization of intangibles         4,049            2,051          97.4            6,610           4,098
                                                                                                                              61.3
                                                                                                              
          Other operating expenses           63,216           60,972           3.7          125,550         117,929
                                                                                                                               6.5
                                                                                                              
                                         -----------      -----------     ---------      -----------     -----------      ---------

              Total non-interest            204,400          191,099           7.0          402,258         376,512
                                                                                                                               6.8
                                                                                                              
              expense                    -----------      -----------     ---------      -----------     -----------      ---------

     Income before income tax expense        77,704           86,005          (9.7)         162,820         169,042
                                                                                                                              (3.7)
     Income Tax Expense                      24,500           26,383          (7.1)          51,296          50,822
                                                                                                                               0.9
                                                                                                              
                                         -----------      -----------     ---------      -----------     -----------      ---------

     Net Income                              53,204           59,622         (10.8)         111,524         118,220
                                                                                                                              (5.7)
                                         ===========      ===========     =========      ===========     ===========      =========
     Net Income Applicable To
     Common Stock                            53,204           57,945          (8.2)         111,524         114,865
                                                                                                                              (2.9)
                                         ===========      ===========     =========      ===========     ===========      =========

     FTE Adjustment                           3,997            5,286                          8,589          10,602
                                                                                                              
     Preferred dividends                          --           1,677                              --          3,355
                                                                                                              
     Common dividends                        24,205           22,855                         48,018          42,935
                                                                                                              
     Common dividends per share                0.40             0.40                           0.80            0.75
                                                                                                              
     declared
    <CAPTION>

                                                       Twelve Months Ended June 30,
                                                   -----------------------------------

     ($ in thousands, except per share data)       1994            1993          % Change
                                               -----------      -----------      ---------
     <S>                                       <C>              <C>              <C>

     Total Interest Income                      1,501,716        1,550,468           (3.1)
     Total Interest Expense                       586,079          653,399          (10.3)
                                               -----------      -----------      ---------

















     Net Interest Income                          915,637          897,069            2.1 
     Provision for loan losses                     84,021           84,290           (0.3)
                                               -----------      -----------      ---------

     Net Interest Income After Provision          831,616          812,779            2.3 
                                               -----------      -----------      ---------

     Non-interest Income
          Service charges on deposit accounts      85,468           82,500            3.6 
          Trust and financial services income      80,021           72,634           10.2 
          Investment securities transactions       15,776           18,475          (14.6)
          Other non-interest income               116,130          105,245           10.3 
                                               -----------      -----------      ---------

               Total non-interest income          297,395          278,854            6.6 
                                               -----------      -----------      ---------
     Non-interest Expense

          Personnel                               416,009          401,232            3.7 
          Occupancy and equipment, net            111,192          110,882            0.3 
          Amortization of intangibles              11,414           36,639          (68.8)
          Other operating expenses                250,659          224,851           11.5 
                                               -----------      -----------      ---------

               Total non-interest expense         789,274          773,604            2.0 
                                               -----------      -----------      ---------
     Income before income tax expense             339,737          318,029            6.8 

     Income Tax Expense                            99,048          106,196           (6.7)
                                               -----------      -----------      ---------
     Net Income                                   240,689          211,833           13.6 
                                               ===========      ===========      =========

     Net Income Applicable To                                              
     Common Stock                                 237,891          203,675           16.8 
                                               ===========      ===========      =========

















     FTE Adjustment                                21,087           22,745 
     Preferred dividends                            2,798            8,158 
     Common dividends                              94,685           82,726 
     Common dividends per share declared             1.60             1.45 
    </TABLE>
    <PAGE>















































    <TABLE>
    <CAPTION>
                                         FIRST OF AMERICA BANK CORPORATION
                                               Financial Highlights
                                            Consolidated Balance Sheets

                                                                                       Quarter Average

                                                      At June 30,                          June 30,
                                               ------------------------            ------------------------

     ($ in thousands, except per share          1994              1993              1994              1993
     data)                                   -----------       -----------       -----------      -----------
     <S>                                    <C>               <C>               <C>              <C>

     ASSETS

     Cash and due from banks                     889,900          865,159           894,198           803,327 
     Federal funds sold and other short           59,985           15,419            68,733            51,709 
     term investments
     Securities:

           Held to maturity                    3,113,702        4,619,262         3,077,472         4,630,400 
           Available for sale                  2,950,705                --        2,646,698                 --
           Held for sale                               --         418,078                 --          550,495 
     Loans, net of unearned income

           Consumer                            5,572,862        4,540,688         5,380,527         4,412,946 
           Commercial, financial and           2,226,142        2,092,486         2,190,734         2,130,664 
           agricultural                        3,143,184        2,884,452         3,095,201         2,880,939 
           Commercial real estate              4,206,142        4,108,527         3,990,807         4,156,486 
           Residential real estate                70,837          260,269           119,779           176,381 
           Loans held for sale                -----------      -----------       -----------       -----------

                 Total loans                  15,219,167       13,886,422        14,777,048        13,757,416 
           Less: Allowance for loan losses       204,465          181,729           201,291           180,240 
                                              -----------      -----------       -----------       -----------
















                 Net loans                    15,014,702       13,704,693         14,575,757        13,577,176
                                              -----------      -----------       -----------       -----------

     Total Earning Assets                      21,343,559       18,939,181        20,569,951        18,990,020
                                              -----------      -----------       -----------       -----------

     Premises and equipment, net                 454,449          388,278           443,457           384,761 
     Intangibles                                 223,085          122,263           203,984           122,838 
     Other assets                                370,948          347,166           330,452           323,335 
                                              -----------      -----------       -----------       -----------
     TOTAL ASSETS                             23,077,476       20,480,318        22,240,751        20,444,041 
                                              ===========      ===========       ===========       ===========

     LIABILITIES
     Deposits

           Non-interest bearing                2,690,516        2,475,687         2,650,609         2,388,731 
           Other core deposits                 7,552,046        6,936,028         7,360,698         6,926,800 
           CD's - negotiated                   1,007,697          835,773           995,154           915,793 
           Other time deposits                 7,871,989        7,626,541         7,835,637         7,710,684 
                                              -----------      -----------       -----------       -----------

                 Total deposits               19,122,248       17,874,029        18,842,098        17,942,008 
                                              -----------      -----------       -----------       -----------
     Short term borrowings                     1,812,869          739,947         1,308,168           652,371 
     Long term debt                              410,689          271,601           348,860           273,975 
     Other liabilities                           210,129          182,907           209,032           181,839 
                                              -----------      -----------       -----------       -----------

                 Total liabilities            21,555,935       19,068,484        20,708,158        19,050,193 
                                              -----------      -----------       -----------       -----------
                 Total interest bearing       18,655,290       16,409,890        17,848,517        16,479,623 
                 liabilities                  -----------      -----------       -----------       -----------

     SHAREHOLDERS' EQUITY

     Preferred equity                                  --          74,586                 --           74,586 
     Common equity                             1,521,541        1,337,248         1,532,593         1,319,262 
                                              -----------      -----------       -----------       -----------














                 Total shareholders'           1,521,541        1,411,834         1,532,593         1,393,848 
                 equity                       -----------      -----------       -----------       -----------

     TOTAL LIABILITIES AND SHAREHOLDERS'
           EQUITY                             23,077,476       20,480,318        22,240,751        20,444,041 
                                              ===========      ===========       ===========       ===========


     Shares outstanding

           Primary                            59,171,456       57,134,965        60,141,900        57,448,318 
           Fully Diluted                      59,171,456       59,490,307        60,141,900        59,738,075 
     Book value per share

           Primary                                 25.71            23.41 
           Fully Diluted                           25.71            23.73 
    <CAPTION>

                                                       Year to Date Average
                                                             June 30,
                                                     ------------------------

     ($ in thousands, except per share data)           1994             1993
                                                   -----------      -----------

     <S>                                           <C>              <C>

     ASSETS
     Cash and due from banks                          873,117          810,406 
     Federal funds sold and other short                82,404          103,669 
     term investments

     Securities:
            Held to maturity                        2,603,097        3,976,393 
            Available for sale                      2,724,392                --
            Held for sale                                   --         987,996 

     Loans, net of unearned income















            Consumer                                5,228,910        4,344,050 
            Commercial, financial and               2,164,018        2,132,933 
            agricultural                            3,063,324        2,874,895 
            Commercial real estate                  3,886,400        4,144,222 
            Residential real estate                   193,534          161,718 
            Loans held for sale                    -----------      -----------

                   Total loans                     14,536,186       13,657,818 

            Less: Allowance for loan losses           197,064          178,800 
                                                   -----------      -----------
                   Net loans                       14,339,122       13,479,018 
                                                   -----------      -----------

     Total earning assets                          19,946,079       18,725,876 
                                                   -----------      -----------
     Premises and equipment, net                      438,352          380,830 
     Intangibles                                      170,771          123,301 
     Other assets                                     327,597          310,561 
                                                   -----------      -----------

     TOTAL ASSETS                                  21,558,852       20,172,174 
                                                   ===========      ===========

     LIABILITIES
     Deposits

            Non-interest bearing                    2,597,852        2,360,222 
            Other core deposits                     7,214,740        6,874,462 
            CD's - negotiated                         945,971          895,749 
            Other time deposits                     7,735,707        7,732,037 
                                                   -----------      -----------
                   Total deposits                  18,494,270       17,862,470 
                                                   -----------      -----------



















     Short term borrowings                          1,024,717          482,058 
     Long term debt                                   308,470          263,328 
     Other liabilities                                200,572          189,985 
                                                   -----------      -----------

                   Total liabilities               20,028,029       18,797,841 
                                                   -----------      -----------

                   Total interest bearing          17,229,605       16,247,634 
                   liabilities                     -----------      -----------
     SHAREHOLDERS' EQUITY

     Preferred equity                                       --          74,586 
     Common equity                                  1,530,823        1,299,747 
                                                   -----------      -----------
                   Total shareholders' equity       1,530,823        1,374,333 
                                                   -----------      -----------

     TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                                        21,558,852       20,172,174 
                                                   ===========      ===========


     Shares outstanding

            Primary                                59,957,182       57,393,456 
            Fully Diluted                          59,957,182       59,751,111 
     Book value per share

            Primary
            Fully Diluted
    </TABLE>
    <PAGE>




















    <TABLE>
    <CAPTION>
                                                  FIRST OF AMERICA BANK CORPORATION
                                                       SUPPLEMENTAL INFORMATION




                                                      1994                                          1993
                                              --------------------               ------------------------------------------

                                             2nd Qtr.      1st Qtr.        4th Qtr.       3rd Qtr.       2nd
                                                                                                          Qtr.          1st
                                                                                                          Qtr.
                                             June 30        Mar. 31         Dec. 31       Sept. 30        June
                                                                                                            30           Mar.
                                                                                                            31
                                            ---------      ---------       ---------      ---------      ---------      ---------
     <S>                                    <C>            <C>             <C>            <C>           <C>            <C>

     Efficiency ratio as reported:             66.23          64.20           62.46          62.93          63.19
                                                                                                                           62.32
                                                                                                              




     Efficiency ratio assuming a net
     interest margin of 5.00 percent:          62.52          62.21           60.22          61.80          62.29
                                                                                                                           61.29
                                                                                                              


     Efficiency ratio assuming a net
     interest margin of 5.00 percent           62.75          63.71           61.05          62.33          62.79
                                                                                                                           62.78
                                                                                                              
     and excluding securities gains:


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



     Non-interest expense as a percent
     percent of average assets:                 3.69           3.84            3.63           3.71           3.75
                                                                                                                            3.78
                                                                                                              
    </TABLE>
    <PAGE>





















                                SIGNATURES

         Pursuant  to the requirements of the Securities Exchange Act
         of 1934, First of America has duly caused  this report to be
         signed  on its  behalf  by  the  undersigned  hereunto  duly
         authorized.

                                  FIRST OF AMERICA BANK CORPORATION
                                          REGISTRANT

    Date:  July 14, 1994          /s/ Thomas W. Lambert
                                  Thomas W. Lambert
                                  Executive Vice President  and Chief
                                  Financial Officer
                                  (Principal Financial and Accounting
                                  Officer)
















































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