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                        [LETTERHEAD OF HOWARD & HOWARD]              EXHIBIT (8)


                               December 27, 1995

D&N FINANCIAL CORPORATION
400 Quincy Street
Hancock, Michigan  49930

Attention:  Peter L. Lemmer

Re:  Federal Income Tax Consequences of Proposed Acquisition of Macomb Federal
     Savings Bank

Greetings:

     You have requested our opinion regarding the federal income tax
consequences of D&N Financial Corporation's ("D&N") proposed acquisition of
Macomb Federal Savings Bank ("MFSB") through the merger (the "Merger") of MFSB
into a wholly owned subsidiary of D&N.  Upon consummation of the Merger,
outstanding shares of common stock of MFSB will be converted into and exchanged
for shares of the common stock of D&N as described in the Agreement and Plan of
Reorganization, dated as of November 8, 1995, among D&N, D&N Bank, a Federal
Savings Bank and MFSB.

     For purposes of our opinion, we have examined the Prospectus/Proxy
Statement comprising part of D&N'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 Merger--Federal
Income Tax Consequences" states the material federal income tax consequences of
the Merger.

     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
Merger--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 D&N 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 ATTORNEYS, P.C.



                                       David E. Riggs