Exhibit 8
                April ____, 1997


First of America Bank Corporation
211 South Rose Street
Kalamazoo, Michigan  49007

     Re:  First of America Bank Corporation
          First of America Capital Trust I
          Registration Statement on Form S-4
          File No. 333-__________________

Greetings:

     We have acted as counsel for First of America Bank Corporation
(the "Corporation") and First of America Capital Trust I (the "Trust")
in connection with the offer to exchange up to $150,000,000 of the
Trust's 8.12% Capital Securities, Series B which have been registered
under the Securities Act of 1933, as amended, for a like Liquidation
Amount of the Trust's outstanding 8.12% Capital Securities, Series A. 
In rendering our opinion, we have examined the Amended and Restated
Declaration of Trust dated as of January 28, 1997 (the "Declaration")
and have assumed that the Issuer Trustees will conduct the affairs of
the Trust in accordance with the Declaration.  We hereby confirm the
opinion described under the caption "Certain Federal Income Tax
Consequences" in the prospectus (the "Prospectus") that is part of the
Registration Statement on Form S-4 filed by the Corporation and the
Trust with the Securities and Exchange Commission on _______________,
1997.  Capitalized terms used herein but not defined have the meanings
as provided in the Prospectus.

     We hereby consent to the use of our name under the caption
"Certain Federal Income Tax Consequences" in the Prospectus.  The
issuance of such a consent does not concede that we are an "Expert"
for the purposes of the Securities Act of 1933.

                              Very truly yours,

                              HOWARD & HOWARD ATTORNEYS, P.C.



                              David E. Riggs