FIRST CHARTER CORP /NC/
S-3DPOS, 1999-01-21
NATIONAL COMMERCIAL BANKS
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                                          Registration No. 33-52004    



                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                                 
                  POST-EFFECTIVE AMENDMENT NO. 1
                                TO
                             FORM S-3

                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933
                                 
                    FIRST CHARTER CORPORATION
      (Exact name of registrant as specified in its charter)

       North Carolina                             56-1355866
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)            Identification No.)

                      22 Union Street, North
                  Concord, North Carolina 28025
                          (704) 786-3300
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
                                 

                      LAWRENCE M. KIMBROUGH
                    First Charter Corporation
                      22 Union Street, North
                  Concord, North Carolina 28025
                          (704) 786-3300
             (Name, address, including zip code, and
   telephone number, including area code, of agent for service)
                                 

                             Copy To:
                      ROBERT M. DONLON, ESQ.
               Smith Helms Mulliss & Moore, L.L.P.
                      201 North Tryon Street
                 Charlotte, North Carolina 28202
                          (704) 343-2000

                                 
Approximate date of commencement of proposed sale to the public: This
post-effective Amendment to this Registration Statement is for
the purpose of deregistering certain previously registered
shares.
                                 
         If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.  [X]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended (the "Securities Act"),
other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]  

         If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of earlier effective registration statement for
the same offering.  [ ]

         If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.   [ ]
 
         If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.  [ ]





    First Charter Corporation hereby deregisters 276 shares (such
number gives effect to (1) a 6-for-5 stock split effected during
June 1997, (2) a 33.33% stock dividend effected during December
1994, and (3) a 20% stock dividend effected during December 1992)
of its Common Stock, no par value per share (the "Common Stock"),
previously registered in connection with the First Charter
Corporation Dividend Reinvestment and Stock Purchase Plan (the
"Plan") and remaining unissued or undistributed thereunder.  The
Registration Statement on Form S-3 filed in connection with the
Plan registered 288,000 shares of Common Stock (giving effect to
the above described stock adjustments) that could be issued to
participants pursuant to the Plan, of which only 287,724 shares
were issued.  No additional shares of Common Stock will be issued
pursuant to the Plan.  The Plan was replaced with the Amended and
Restated Dividend Reinvestment and Stock Purchase Plan. A
Registration Statement on Form S-3 (Registration No. 333-60641)
registering 1,000,000 shares of Common Stock to be issued or
distributed pursuant to the Amended and Restated Dividend
Reinvestment and Stock Purchase Plan was filed with the
Securities and Exchange Commission and became effective on August
4, 1998.







                            SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Concord,
State of North Carolina, on January 20, 1999.


                             FIRST CHARTER CORPORATION

                                                           
                             By: /S/ LAWRENCE M. KIMBROUGH
                                     Lawrence M. Kimbrough
                                     President and Chief Executive Officer




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