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                                                                  EXHIBIT (99)B
                          FIRST PARK RIDGE CORPORATION
                             205 N. MICHIGAN AVENUE
                                   SUITE 3800
                            CHICAGO, ILLINOIS 60601
                                (312) 540-0600               



                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                            TO BE HELD _______, 1994

  A Special Meeting of Shareholders of First Park Ridge Corporation ("Park
Ridge") will be held at Laser, Pokorny, Schwartz, Friedman & Economos, P.C.,
located at 205 N. Michigan Avenue, Suite 3800, Chicago, Illinois 60601, on
________, 1994 at ____ _.m. local time,  for the following purposes:

  (1) voting upon approval of the Agreement and Plan of Merger, dated as of
April 15, 1994, among First of America Bank Corporation, First of
America-Acquisition Company and Park Ridge ("the Merger Agreement") as
described in the accompanying Prospectus/Proxy Statement; and

  (2) transacting such other business as properly may come before the meeting
or any adjournment thereof.

  Notice is also given that under the Illinois Business Corporation Act of
1983, as amended (the "Illinois Act"), holders of Park Ridge Common Stock have
the right to dissent from approval of the Merger Agreement and demand cash
payment for their shares if they comply with applicable provisions of the
Illinois Act.  These provisions are described under the caption "The
Merger--Rights of Dissenting Shareholders" in the accompanying Prospectus/Proxy
Statement and are set forth in full in Exhibit C thereto.

  Only holders of record of Park Ridge Common Stock at the close of business on
________, 1994, are entitled to notice of and to vote at the meeting.

  In order to assure that your shares will be represented and voted at the
meeting, please mark, sign and date the enclosed proxy, and mail it in the
return envelope provided.

Dated: ______, 1994

                                      By order of the Board of Directors




                                      _________________
                                      Jules M. Laser
                                      Chairman