CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement
of Empire Banc Corporation on Form S-8 for the Empire Banc Corporation
Directors' Deferred Compensation Plan, of our report dated January 23,
1997 on the consolidated financial statements of Empire Banc Corporation,
as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996, which report is included in the 1996
Annual Report on Form 10-K of Empire Banc Corporation.







/s/ Crowe, Chizek and Company LLP
_____________________________________
CROWE, CHIZEK AND COMPANY LLP


Grand Rapids, Michigan 
September 18, 1997