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                                                                       EXHIBIT 8



                               NOVEMBER 11, 1994

                                                                       REPLY TO:
                                                                BLOOMFIELD HILLS
                                                    DIRECT DIAL:  (810) 433-7421

FIRST OF AMERICA BANK CORPORATION
211 South Rose Street
Kalamazoo, Michigan  49007

ATTENTION:  RICHARD K. MCCORD

  RE:  FEDERAL INCOME TAX CONSEQUENCES OF PROPOSED
       ACQUISITION OF NEW ENGLAND TRUST COMPANY

Greetings:

  You have requested our opinion regarding the federal income tax consequences
of First of America Bank Corporation's ("First of America") proposed
acquisition of New England Trust Company ("New England Trust") through a share
exchange (the "Share Exchange") between First of America, New England Trust and
the shareholders of New England Trust.  Upon consummation of the Share
Exchange, outstanding shares of common stock of New England Trust will be
converted into and exchanged for shares of the common stock of First of America
as described in the Agreement and Plan of Share Exchange dated
as of September 14, 1994, 

   2
MR. RICHARD K. MCCORD
November 11, 1994
Page 2                      
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among First of America, New England Trust, Devon W. Deyhle, Ernest R. 
Famiglietti and Ruth K. Mullen.

  For purposes of our opinion, we have examined the Prospectus/Proxy Statement
comprising part of First of America's Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, and such other records, documents and
instruments, and have considered such matters of law, as in our judgment were
necessary or appropriate.  In addition, we have assumed that the facts set
forth in the Prospectus/Proxy Statement are accurate.  Any change in those
facts or any change of law after the date hereof could adversely affect our
opinion.

  Subject to the foregoing, we hereby confirm that our opinion as set forth in
the Prospectus/Proxy Statement under the caption "The Share Exchange--Federal
Income Tax Consequences" states the material federal income tax consequences of
the Share Exchange.

  We consent to the filing of this opinion as Exhibit 8 to the Registration
Statement and to the reference to this Firm under the captions "The Share
Exchange--Federal Income Tax Consequences" and "Legal Matters" in the
Prospectus/Proxy Statement contained in the Registration Statement.

  This opinion is rendered pursuant to Item 4 of Form S-4 and Item 601 of
Regulation S-K, and may be relied upon only by First of America and the
Securities and Exchange Commission and may not be used, quoted or referred to
and/or filed with any other person without our written permission.

          VERY TRULY YOURS,

          HOWARD & HOWARD


          /s/ MARK A. DAVIS
          MARK A. DAVIS