FORM 10-K-A AMENDMENT 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 0-15829

FIRST CHARTER CORPORATION

(Exact name of registrant as specified in its Charter)

North Carolina 56-1355866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

22 Union Street, North, Concord, N.C. 28026 -0228
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (704) 786-3300.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:
Common stock, $5.00 par value

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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28 was $ 51,611,795 .

As of February 28 , the Registrant had outstanding 4,635,884
Common Stock, $5.00 par value.

Documents Incorporated by Reference
PARTS I and II: Annual Report to Shareholders for the fiscal year ended
December 31, 1994 (with the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the Annual Report
to Shareholders is not deemed to be filed as part of this report).

PART III: Definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14 A promulgated pursuant to the
Securities Exchange Act of 1934 in connection with the 1995 Annual Meeting of
Shareholders (with the exception of those portions which are specifically
incorporated by reference in this Form 10-K, the Proxy Statement is not
deemed to be filed as part of this report).
PART IV

The Registrant hereby amends Item 14(a)(3) of its Annual Report on Form 10-K
for the year ended December 31, 1994, so that, as amended it reads as
follows:

Exhibit No.
(per Exhibit
Table in
Item 601 of
Regulation S-K) Description of Exhibits

*3.1 Restated Charter of the Registrant.

3.2 By-laws of the Registrant, as amended, incorporated
herein by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992 (Commission File No. 0-15829).

10.1 Comprehensive Stock Option Plan, incorporated herein by
referenced to Exhibit 10.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (Commission File No. 0-15829).

10.2 Dividend Reinvestment and Stock Purchase Plan,
incorporated herein by reference to Exhibit 28.1 of the
Registrant's Registration Statement No. 33-52004.

10.3 Executive Incentive Bonus Plan, incorporated herein by
reference to Exhibit 10.9 of the Registrant's
Registration Statement No. 33-13915.

10.4 1993 Employee Stock Purchase Plan, incorporated herein by
reference to Exhibit 10.5 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992.
(Commission File No. 0-15829).

*10.5 Change in Control Agreement dated November 16, 1994 for
Lawrence M. Kimbrough.

*10.6 Change in Control Agreement dated November 16, 1994 for
Robert O. Bratton.

*10.7 Change in Control Agreement dated November 16, 1994 for
Robert G. Fox, Jr.

11.1 Statements regarding computation of per share earnings.

*13.1 First Charter Corporation Annual Report to its
shareholders for the year ended December 31, 1993. Such
Annual Report to its shareholders, except for those
portions which are expressly incorporated by reference
in this Form 10-K, is furnished for the information of
the Commission and is not to be deemed "filed" as part
of the Form 10-K.
21.1 List of subsidiaries of the Registrant, incorporated by
reference to Exhibit 22.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1990 (Commission File No. 0-15829).
*23.1 Consent of KPMG Peat Marwick, LLP.

* Previously filed.

SIGNATURE

Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST CHARTER CORPORATION
(Registrant)

By: /s/ Lawrence M. Kimbrough
Lawrence M. Kimbrough, President and CEO

Date: November 9, 1995

Exhibit Index

Exhibit No.
(per Exhibit
Table in
Item 601 of
Regulation S-K) Description of Exhibits

*3.1 Restated Charter of the Registrant.

10.2 Dividend Reinvestment and Stock Purchase Plan,
incorporated herein by reference to Exhibit 28.1 of the
Registrant's Registration Statement No. 33-52004.
10.3 Executive Incentive Bonus Plan, incorporated herein by
reference to Exhibit 10.9 of the Registrant's
Registration Statement No. 33-13915.

*10.6 Change in Control Agreement dated November 16, 1994 for
Robert O. Bratton.

*10.7 Change in Control Agreement dated November 16, 1994 for
Robert G. Fox, Jr.

11.1 Statements regarding computation of per share earnings.

21.1 List of subsidiaries of the Registrant, incorporated by
reference to Exhibit 22.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1990 (Commission File No. 0-15829).

*23.1 Consent of KPMG Peat Marwick, LLP.
* Previously filed.

FIRST CHARTER CORPORATION Exhibit 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

December 31, December 31, December 31,
1994 1993 1992
NET INCOME PER SHARE COMPUTED AS FOLLOWS:
PRIMARY:

1. Net income . . . . . . . . . . . $ 5,259,672 $ 4,468,845 $ 3,293,386

2. Weighted average common stock
shares outstanding . . . . . . 4,654,478 4,677,692 4,686,327

3. Incremental shares under stock
options computed under the
treasury stock method using the
average market price of issuer's
stock during the periods . . . 42,421 42,800 11,519

4. Weighted average common shares and
common equivalent shares
outstanding . . . . . . . . . 4,696,899 4,720,492 4,697,846

5. Net income per share . . . . . . $ 1.12 $ 0.95 $ 0.70
(Item 1 Divided by Item 4)

FULLY DILUTED:

1. Net income . . . . . . . . . . . $ 5,259,672 $ 4,468,845 $ 3,293,386

2. Weighted average common shares
outstanding . . . . . . . . . 4,654,478 4,677,692 4,686,327

3. Incremental shares under stock
options computed under the
treasury stock method using
the higher of the average or
ending market price of issuer's
stock at the end of the
periods . . . . . . . . . . . 46,717 49,440 30,953

4. Weighted average common shares and
common equivalent shares
outstanding . . . . . . . . . 4,701,195 4,727,132 4,717,280

5. Net income per share . . . . . . $ 1.12 $ 0.95 $ 0.70
(Item 1 Divided by Item 4)

All per share data has been retroactively adjusted to reflect a stock split effected
in the form of a 33 1/3% stock dividend declared in the fourth quarter of 1994.