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                                                                 EXHIBIT (23) E



August 23, 1994









We hereby consent to the use of our opinion letter dated August 23, 1994, to the
Board of Directors of F&C Bancshares, Inc. included as Appendix B to the
Prospectus/Proxy Statement which forms a part of the Registration Statement on
Form S-4 relating to the proposed merger of F&C Bancshares, Inc. with and into
a subsidiary of First of America Bank Corporation and to the references to such
opinion in such Prospectus/Proxy Statement.  In giving such consent, we do not
admit and we hereby disclaim that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange commission thereunder.






/s/ SANDLER O'NEILL & PARTNERS, L.P.
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Sandler O'Neill & Partners, L.P.