United States Securities And Exchange Commission

                              Washington, DC 20549

                                    Form 10-Q



                                   (Mark One)

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the 
     Securities Exchange Act of 1934

                    For the Quarter Ended September 30, 1995

( )  Transition Report Pursuant to Section 13 or 15(d) of the 
     Securities Exchange Act of 1934

Commission File Number        1-7083     .


                          Crestar Financial Corporation

             (Exact name of registrant as specified in its charter)

             Virginia                                    54-0722175

   (State or other jurisdiction                       (I.R.S. Employer
 of incorporation or organization)                   Identification No.)

919 E. Main Street, P.O. Box 26665, Richmond, Virginia           23261-6665
(Address of principal executive offices)                         (Zip Code)

                                  (804)782-5000

              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

Yes    _X_    No __

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

          Class                              Outstanding at October 31, 1995

  Common Stock, $5 par value                             37,666,280


<PAGE>


                 Crestar Financial Corporation And Subsidiaries

                                    Form 10-Q

                    For The Quarter Ended September 30, 1995



Part I.   Financial Information

  Item 1.   Financial Statements:
                                                                         Page

            Consolidated Balance Sheets..................................

            Consolidated Statements Of Income............................

            Consolidated Statements Of Cash Flows........................

            Consolidated Statements Of Changes In Shareholders' Equity...

            Notes To Consolidated Financial Statements...................

  Item 2.   Management's Discussion And Analysis Of Financial 
            Condition And Results Of Operations:

            Financial Commentary.........................................

Part II.  Other Information

  Item 6.   Exhibits And Reports On Form 8-K:

            There  were no  reports  on Form 8-K filed  during the three
            months ended September 30, 1995.

<PAGE>


Consolidated Balance Sheets
Crestar Financial Corporation And Subsidiaries

<TABLE>
<CAPTION>

Dollars in thousands                                                  
                                                                         September 30,          December 31,
Assets                                                                 1995           1994            1994
<S>                                                               <C>            <C>             <C>      
Cash and due from banks                                           $ 706,673      $ 690,992       $ 907,627
Securities held to maturity (note 2)                                826,212        944,626         907,368
Securities available for sale (note 3)                            1,807,656      1,866,204       1,621,973
Money market investments (note 4)                                   618,164      1,327,457         452,556
Mortgage loans held for sale                                        446,781        334,281         209,525
Loans - net of unearned income (note 5):
  Business Loans:
    Commercial                                                    3,048,637      2,917,826       3,093,122
    Real estate - income property                                   779,906        759,572         744,888
    Real estate - construction                                      171,218        221,646         184,583
  Consumer Loans:
    Instalment                                                    2,077,087      1,763,961       1,810,038
    Bank card                                                     1,576,302      1,224,093       1,477,285
    Real estate - mortgage                                        2,016,357      1,760,773       1,975,721
                                                                  ---------      ---------       ---------
      Loans - net of unearned income of $775 and $1,465
        at September 30, 1995 and 1994, respectively; $1,369
        at December 31, 1994                                      9,669,507      8,647,871       9,285,637
    Less: Allowance for loan losses (note 6)                       (223,430)      (225,890)       (219,189)
                                          -                        --------       --------        -------- 
      Loans - net                                                 9,446,077      8,421,981       9,066,448
                                                                  ---------      ---------       ---------
Premises and equipment - net                                        332,949        320,829         316,896
Customers' liability on acceptances                                   8,430          4,866           6,464
Intangible assets - net                                             156,226        108,061         107,211
Foreclosed properties - net (notes 5 and 7)                          14,614         23,644          18,629
Other assets                                                        398,411        407,416         395,333
                                                                    -------        -------         -------
    Total Assets                                                $14,762,193    $14,450,357     $14,010,030
                                                                ===========    ===========     ===========
Liabilities
Demand deposits                                                 $ 2,185,849    $ 2,116,154     $ 2,238,399
Interest checking deposits                                        1,800,297      1,865,839       1,916,411
Money market deposit accounts                                     2,486,407      2,367,640       2,342,222
Regular savings deposits                                          1,209,025      1,460,391       1,394,146
Domestic time deposits                                            3,126,897      3,108,745       2,955,756
Certificates of deposit $100,000 and over                            62,991         67,352          66,218
                                                                     ------         ------          ------
  Total deposits                                                 10,871,466     10,986,121      10,913,152
Short-term borrowings (note 8)                                    1,873,127      1,905,049       1,380,806
Liability on acceptances                                              8,430          4,866           6,464
Other liabilities                                                   370,260        218,998         216,581
Long-term debt (note 9)                                             380,237        218,564         366,962
                     -                                              -------        -------         -------
    Total Liabilities                                            13,503,520     13,333,598      12,883,965
                                                                 ==========     ==========      ==========
Shareholders' Equity
Preferred stock. Authorized 2,000,000 shares; none issued                 -              -               -
Common stock, $5 par value. Authorized 100,000,000 shares;
  outstanding 37,709,106 and 37,597,723 at September 30, 1995
  and 1994, respectively; 37,331,213 at December 31, 1994           188,546        187,989         186,656
Capital surplus                                                     346,725        276,424         281,207
Retained earnings                                                   726,036        683,133         694,757
Net unrealized loss on securities available for sale                 (2,634)       (30,787)        (36,555)
                                                                     ------        -------         -------
    Total Shareholders' Equity                                    1,258,673      1,116,759       1,126,065
                                                                  ---------      ---------       ---------
    Total Liabilities And Shareholders' Equity                  $14,762,193    $14,450,357     $14,010,030
                                                                ===========    ===========     ===========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>

Consolidated Statements Of Income
Crestar Financial Corporation And Subsidiaries


<TABLE>
<CAPTION>

In thousands, except per share data                          Three Months Ended Sept. 30,     Nine Months Ended Sept.30,

Income From Earning Assets                                       1995            1994           1995            1994
<S>                                                          <C>             <C>            <C>             <C>
Interest and fees on loans                                   $ 212,001       $ 180,842      $ 633,792       $ 504,830
Interest on taxable securities held to maturity                 11,575          11,937         37,377          35,924
Interest on tax-exempt securities held to maturity                 979           1,105          2,969           3,730
Interest and dividends on securities available for sale         26,043          31,352         72,592         102,470
Income on money market investments                               3,498           9,047         14,397          19,854
Interest on mortgage loans held for sale                         7,539           5,197         16,476          18,074
                                                             ---------       ---------      ---------       ---------
  Total income from earning assets                             261,635         239,480        777,603         684,882
                                                             ---------       ---------      ---------       ---------
Interest Expense
Interest checking deposits                                       9,968          10,544         30,910          30,690
Money market deposit accounts                                   24,549          17,966         71,342          47,337
Regular savings deposits                                         8,404          10,177         27,031          27,891
Domestic time deposits                                          40,925          33,101        113,322          95,711
Certificates of deposit $100,000 and over                          925             733          2,736           1,791
                                                             ---------       ---------      ---------       ---------
Total interest on deposits                                      84,771          72,521        245,341         203,420
Short-term borrowings                                           17,339          13,197         51,917          33,190
Long-term debt                                                   8,041           4,484         24,075          13,399
                                                             ---------       ---------      ---------       ---------
  Total interest expense                                       110,151          90,202        321,333         250,009

Net Interest Income                                            151,484         149,278        456,270         434,873
Provision for loan losses (note 6)                              14,000           8,100         37,600          26,982
                                                             ---------       ---------      ---------       ---------
Net Credit Income                                              137,484         141,178        418,670         407,891
                                                             ---------       ---------      ---------       ---------
Noninterest Income
Service charges on deposit accounts                             22,833          20,640         66,189          62,535
Trust and investment advisory income                            15,581          13,244         44,270          42,688
Bank card-related income                                        12,101          10,321         35,078          27,296
Other income                                                    21,312          19,521         63,972          61,089
Securities gains (losses)                                          (69)             12         (3,529)         (1,755)
                                                             ---------       ---------      ---------       ---------
  Total noninterest income                                      71,758          63,738        205,980         191,853
                                                             ---------       ---------      ---------       ---------
Net Credit And Noninterest Income                              209,242         204,916        624,650         599,744
                                                             ---------       ---------      ---------       ---------
Noninterest Expense
Personnel expense                                               75,816          77,631        228,440         228,420
Occupancy expense - net                                         10,586          11,098         32,162          31,953
Equipment expense                                                6,919           6,370         20,835          18,367
Other expense                                                   41,149          43,354        128,506         130,973
                                                             ---------       ---------      ---------       ---------
  Total noninterest expense                                    134,470         138,453        409,943         409,713
                                                             ---------       ---------      ---------       ---------
Income Before Income Taxes                                      74,772          66,463        214,707         190,031
Income tax expense (note 10)                                    26,366          22,859         73,326          63,337
                                                             ---------       ---------      ---------       ---------
Net Income                                                   $  48,406       $  43,604      $ 141,381       $ 126,694
                                                             =========       =========      =========       =========
Earnings Per Common Share                                    $    1.27       $    1.15      $    3.71       $    3.34
                                                             =========       =========      =========       =========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


Consolidated Statements Of Cash Flows
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>


In thousands                                                          Nine Months Ended Sept. 30,

                                                                        1995                1994

<S>                                                                 <C>                 <C>      
Operating Activities
      Net Income                                                    $   141,381         $ 126,694
      Adjustments to reconcile net income to net cash provided
       by operating activities:
      Provisions for loan losses, foreclosed properties and
       other losses                                                      37,890            27,185
      Depreciation and amortization of premises and equipment            26,381            24,541
      Securities losses                                                   3,529             1,755
      Amortization of intangible assets                                   9,655             6,186
      Deferred income tax expense                                         6,259               664
      Gain on foreclosed properties                                      (1,699)             (856)
      Gain on sales of mortgage servicing rights                         (5,900)          (14,132)
      Net decrease (increase) in trading account                         (3,565)            7,538
      Origination of loans held for sale                             (1,464,256)       (1,957,053)
      Proceeds from sales of loans held for sale                      1,227,000         2,229,146

      Net decrease in accrued interest receivable,
       prepaid expenses and other assets                                  3,351            24,205
      Net increase (decrease) in accrued interest payable,
       accrued expenses and other liabilities                            30,049           (53,152)
      Other, net                                                          5,027            14,372
                                                                    -----------       -----------
      Net cash provided by operating activities                          15,102           437,093
                                                                    -----------       -----------

Investing Activities
     Proceeds from maturities and calls of securities
      held to maturity                                                  128,204           204,142
     Proceeds from maturities and calls of securities
      available for sale                                                283,020           385,096
     Proceeds from sales of securities available for sale             1,355,753         1,511,787
     Purchases of securities held to maturity                           (48,083)         (562,311)
     Purchases of securities available for sale                      (1,415,896)         (496,360)
     Net increase in money market investments                          (162,043)         (642,632)
     Principal collected on non-bank subsidiary loans                    16,227             8,942
     Loans originated by non-bank subsidiaries                         (123,110)         (192,910)
     Net decrease in other loans                                         96,470             2,998
     Purchases of premises and equipment                                (41,640)          (28,115)
     Proceeds from sales of foreclosed properties                        22,668            30,623
     Proceeds from sales of mortgage servicing rights                     8,305            24,168
     Aquisitions of net assets of financial institutions                (12,245)           23,703
     Other, net                                                          (8,123)           (7,856)
                                                                    -----------       -----------
     Net cash provided by investing activities                           99,507           261,275
                                                                    -----------       -----------

Financing Activities
     Net decrease in demand, interest checking, money market
      and regular savings deposits                                     (412,846)         (269,558)
     Net decrease in certificates of deposit                            (99,797)         (477,635)
     Net increase in short-term borrowings                              390,293            82,098
     Proceeds from sales of branch deposits                             (80,895)             --
     Proceeds from issuance of long-term debt                             1,995               158
     Principal payments on long-term debt                               (18,620)           (5,606)
     Cash dividends paid                                                (49,356)          (42,496)
     Common stock purchased and retired                                 (68,390)          (29,571)
     Proceeds from the issuance of common stock                          22,053            18,582
                                                                    -----------       -----------
     Net cash used by financing activities                             (315,563)         (724,028)


Cash and Cash Equivalents
     Decrease in cash and cash equivalents                             (200,954)          (25,660)
     Cash and cash equivalents at beginning of year                     907,627           716,652
                                                                    -----------       -----------
    Cash and cash equivalents at end of quarter                     $   706,673       $   690,992
                                                                    ===========       ===========
</TABLE>


Cash and cash  equivalents  consist of cash and due from banks. See accompanying
notes to consolidated financial statements.

<PAGE>


Consolidated Statements Of Changes In Shareholders' Equity
Crestar Financial Corporation And Subsidiaries

<TABLE>
<CAPTION>

Dollars in thousands                                  Shareholders' Equity        Shares of Common Stock

                                                         1995          1994          1995           1994
<S>                                                  <C>           <C>           <C>            <C>       
Balance, July 1                                      $1,229,004    $1,104,684    37,733,761     37,717,023
Net Income                                               48,406        43,604             -              -
Cash dividends declared on common stock                 (16,969)      (15,092)            -              -
Change in net unrealized loss on securities
  available for sale                                        657        (9,956)            -              -
Common stock purchased and retired                       (7,101)      (10,213)     (135,000)      (214,700)
Common stock issued:
  For acquisition of financial institution                  (72)            -             -              -
  For dividend reinvestment plan                          3,639         2,862        72,184         62,561
  For stock compensation plans                               59             -         1,123              -
  Upon exercise of stock options (including tax
    benefit of $198 in 1995; $154 in 1994)                1,050           870        37,038         32,839
                                                     ----------    ----------    ----------     ----------
Balance, September 30                                $1,258,673    $1,116,759    37,709,106     37,597,723
                                                     ==========    ==========    ==========     ==========
Balance, January 1                                   $1,126,065    $1,062,477    37,331,213     37,515,671
Net Income                                              141,381       126,694             -              -
Cash dividends declared on common stock                 (49,356)      (42,496)            -              -
Cumulative effect of change in accounting
  for securities available for sale                           -        32,209             -              -
Change in net unrealized gain or loss on securities
  available for sale                                     33,921       (62,996)            -              -
Common stock purchased and retired                      (68,390)      (30,490)   (1,529,200)      (684,400)
Common stock issued:
  For acquisition of financial institutions              52,562        12,588     1,317,789        264,208
  For dividend reinvestment plan                         10,030         8,279       227,885        185,928
  For thrift and profit sharing plan                      8,263         4,993       207,272        115,770
  For other stock compensation plans                        437            78         9,965          1,859
  Upon exercise of stock options (including tax
    benefit of $957 in 1995; $1,022 in 1994)              3,760         5,310       144,182        186,477
  Upon conversion of debentures                               -           113             -         12,210
                                                     ----------    ----------    ----------     ----------
Balance, September 30                                $1,258,673    $1,116,759    37,709,106     37,597,723
                                                     ==========    ==========    ==========     ==========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>


Notes To Consolidated Financial Statements
Crestar Financial Corporation And Subsidiaries

(1)  General

The consolidated  financial  statements conform to generally accepted accounting
principles  and  to  general   practices  within  the  banking   industry.   The
accompanying  interim  statements  are  unaudited;  however,  in the  opinion of
management,   all  adjustments   necessary  for  a  fair   presentation  of  the
consolidated  financial  statements,  including adjustments related to completed
acquisitions,  have  been  included.  All  adjustments  are of a normal  nature.
Certain  reclassifications  have  been  made to the  prior  years'  consolidated
financial  statements to conform to the 1995  presentation.  The notes  included
herein should be read in conjunction  with the notes to  consolidated  financial
statements  included in the  Corporation's  1994 Annual Report and Form 10-K and
the  Corporation's   First  Quarter  1995  and  Second  Quarter  1995  Financial
Supplement and Form 10-Qs.

   Effective January 1, 1995, Crestar adopted Statement of Financial  Accounting
Standards No. 122,  "Accounting  for Mortgage  Servicing  Rights" (SFAS 122). In
accordance  with SFAS 122, the cost of mortgage  loans  purchased or  originated
with a  definitive  plan to sell the loans and  retain  the  mortgage  servicing
rights is allocated  between the loans and the  servicing  rights based on their
estimated fair values at the purchase or origination  date. A definitive plan to
sell the loans  exists if  purchase  commitments,  which  include  estimates  of
selling price, are obtained either prior to the purchase or origination date, or
within a reasonable  period  thereafter.  The  estimated  fair value of mortgage
loans is determined by reference to quoted prices in active  secondary  markets.
The estimated fair value of mortgage servicing rights is determined by reference
to the bid and ask prices of recent trades of comparable  servicing rights or is
determined  based  on the  expected  future  cash  flows,  discounted  at a rate
commensurate  with the risks involved.  These  recognition  provisions have been
applied prospectively to transactions occurring on or after January 1, 1995.

   For the purpose of  evaluating  and measuring  impairment,  SFAS 122 requires
that capitalized  mortgage servicing rights be stratified  according to the risk
characteristics  of the  underlying  loans.  For Crestar,  such  characteristics
include loan type.  Impairment is recognized  through a valuation  allowance for
each  stratum.  The amount of  impairment  recognized is the amount by which the
capitalized  mortgage  servicing  rights for a stratum exceeds their fair value.
Fair  value in excess of the amount  capitalized,  net of  amortization,  is not
recognized subsequent to the initial measurement of impairment. These impairment
provisions  apply to all  capitalized  mortgage  servicing  rights.  The initial
adoption of these impairment provisions did not require an increase to Crestar's
valuation allowance.

   The effect of Crestar's  adoption of SFAS 122 on the  consolidated  financial
statements  for the three month and nine month periods ended  September 30, 1995
was an increase  in mortgage  origination  income of  $985,000  and  $2,660,000,
respectively, with a corresponding increase in capitalized,  originated mortgage
servicing  rights.  Such  additional  income resulted from a lower adjusted cost
basis, and corresponding  greater gains, on originated  mortgage loans sold with
servicing  rights  retained  during the first nine months of 1995. In accordance
with SFAS 122, no retroactive application of its provisions has been made to the
consolidated financial statements for periods prior to January 1, 1995.

   Mortgage  servicing  rights of $21,902,000  and  $18,156,000 at September 30,
1995 and 1994,  respectively,  were included in Other assets in the consolidated
balance sheet.  The amount  capitalized  during the three months and nine months
ended September 30, 1995 in connection  with purchasing or originating  mortgage
servicing rights was $4.8 million and $12.5 million,  respectively. At September
30, 1995, mortgage servicing rights were net of a related valuation allowance of
$269,000.  The  activity  in such  valuation  allowance,  which had a balance of
$213,000 at June 30, 1995 and a balance of $174,000 at December  31,  1994,  was
not material to the consolidated  financial  statements for the three months and
nine months ended  September 30, 1995.  The fair value of  capitalized  mortgage
servicing rights was  approximately $37 million at September 30, 1995. Such fair
value was estimated  using a discounted  cash flow method,  with discount  rates
based on  secondary  market  sources,  adjusted  for  prepayment  estimates  and
differences in servicing and credit costs.

   For the nine months ended  September  30, 1995 and 1994,  mortgage  servicing
income was net of amortization of mortgage  servicing rights of $4.1 million and
$5.1 million,  respectively.  For the three months ended  September 30, 1995 and
1994,  mortgage  servicing income was net of amortization of mortgage  servicing
rights of $1.4 million and $1.7 million, respectively.

   Intangible assets consisted of goodwill and deposit based intangibles, having
a combined  balance of $155,721,000  and  $107,466,000 at September 30, 1995 and
1994,  respectively,  and  favorable  lease  rights of  $505,000  and  $595,000,
respectively.   Accumulated   amortization   of  goodwill  was  $30,380,000  and
$21,662,000 at September 30, 1995 and 1994, respectively.


(2)  Securities Held To Maturity

The amortized cost (carrying  values) and estimated  market values of securities
held to maturity at September 30 follow:

<TABLE>
<CAPTION>

In thousands                                                    1995                        1994

                                                      Amortized        Market      Amortized        Market
                                                           Cost         Value           Cost         Value
<S>                                                    <C>           <C>            <C>           <C>     
U.S. Treasury and Federal agencies                     $ 58,210      $ 58,052       $ 10,360      $ 10,146
Mortgage-backed obligations of Federal agencies         527,414       525,973        645,333       624,798
Other taxable securities                                178,369       176,148        219,877       211,581
States and political subdivisions                        62,219        63,161         69,056        69,276
                                                         ------        ------         ------        ------
  Total securities held to maturity                    $826,212      $823,334       $944,626      $915,801
                                                       ========      ========       ========      ========
</TABLE>

(3)  Securities Available For Sale

The amortized cost and estimated market values  (carrying  values) of securities
available for sale at September 30 follow:

<TABLE>
<CAPTION>

In thousands                                                   1995                        1994

                                                      Amortized        Market      Amortized        Market
                                                           Cost         Value           Cost         Value
<S>                                                   <C>           <C>            <C>           <C>      
U.S. Treasury and Federal agencies                    $ 350,082     $ 348,324      $ 999,647     $ 978,776
Mortgage-backed obligations of Federal agencies         947,288       945,895        704,834       680,160
Other mortgage-backed obligations                       413,809       412,663        152,666       149,834
Other taxable securities                                  5,140         5,092          5,622         5,598
Common and preferred stocks                              95,465        95,682         51,677        51,836
                                                         ------        ------         ------        ------
  Total securities available for sale                $1,811,784    $1,807,656     $1,914,446    $1,866,204
                                                     ==========    ==========     ==========    ==========
</TABLE>


(4)  Money Market Investments
Money market investments at September 30 included:

<TABLE>
<CAPTION>


In thousands                                                                            1995          1994
<S>                                                                                 <C>          <C>      
Federal funds sold                                                                  $475,800     $ 738,580
Securities purchased under agreements to resell                                      127,000       586,000
Trading account securities                                                             7,139           257
U.S. Treasury                                                                          5,587         2,336
Domestic time deposits and other                                                       2,638           284
                                                                                       -----           ---
  Total money market investments                                                    $618,164    $1,327,457
                                                                                    ========    ==========
</TABLE>


(5)  Nonperforming Assets And Impaired Loans

Nonperforming  assets at September  30 are shown below.  Loans that are both (a)
past due 90 days or more and (b) not deemed  nonaccrual  due to an assessment of
collectibility  are  specifically  excluded from the definition of nonperforming
assets.

<TABLE>
<CAPTION>

In thousands                                                                            1995          1994
<S>                                                                                  <C>           <C>    
Nonaccrual loans                                                                     $60,935       $62,934
Foreclosed properties - net                                                           14,614        23,644
                                                                                      ------        ------
  Total nonperforming assets                                                         $75,549       $86,578
                                                                                     =======       =======

</TABLE>

Non-cash  additions to foreclosed  properties were $6.0 million and $9.7 million
in the first nine months of 1995 and 1994, respectively.

   Effective January 1, 1995, Crestar adopted Statement of Financial  Accounting
Standards  No. 114,  "Accounting  by Creditors  for  Impairment of a Loan" (SFAS
114),  and No. 118,  "Accounting by Creditors for Impairment of a Loan -- Income
Recognition and Disclosures"  (SFAS 118). In accordance with SFAS 114,  impaired
loans are  measured  and reported  based on the present  value of expected  cash
flows discounted at the loan's effective  interest rate, or at the fair value of
the loan's collateral if the loan is deemed "collateral  dependent." A valuation
allowance  is required to the extent that the measure of the  impaired  loans is
less than the recorded investment.

   Impaired loans are specifically  reviewed loans for which it is probable that
the creditor will be unable to collect all amounts due according to the terms of
the loan agreement. The specific factors that influence management's judgment in
determining when a loan is impaired include evaluation of the financial strength
of the borrower and the net realizable  value of the collateral.  A specifically
reviewed  loan is not  impaired  during a period of "minimum  delay" in payment,
regardless of the amount of  shortfall,  if the ultimate  collectibility  of all
amounts due is expected.  Crestar defines  "minimum delay" as past due less than
90 days.

   SFAS  114 does not  apply to  larger  groups  of  homogeneous  loans  such as
consumer  instalment,  bank  card and real  estate  mortgage  loans,  which  are
collectively  evaluated for impairment.  Impaired loans are therefore  primarily
business  loans,   which  include  commercial  loans  and  income  property  and
construction  real  estate  loans.   Crestar  applies  the  measurement  methods
described  above  to  these  loans  on a  loan-by-loan  basis.  Smaller  balance
populations of business loans, which are not specifically reviewed in accordance
with  Crestar's  normal  credit  review  procedures,  are also excluded from the
application of SFAS 114.  Crestar's  impaired loans are  non-accrual  loans,  as
generally loans are placed in nonaccrual  status on the earlier of the date that
principal  or  interest  amounts  are 90 days or more  past due or the date that
collection  of such  amounts  is  judged  uncertain  based on an  assessment  of
collectibility.

   Impaired  loans and the allocated  valuation  allowance at September 30, 1995
were:

<TABLE>
<CAPTION>

In thousands                                                                                       Related
                                                                                        Loan     Valuation
                                                                                     Balance     Allowance
<S>                                                                                  <C>            <C>   
Impaired with valuation allowance                                                    $27,950        $3,640
Impaired without valuation allowance                                                       -             -
                                                                                     -------        ------
  Total impaired loans                                                               $27,950        $3,640
                                                                                     =======        ======
</TABLE>

Collateral  dependent  loans,  which  were  measured  at the  fair  value of the
collateral,  constituted  $23,770,000  or 85% of impaired loans at September 30,
1995.  Remaining impaired loans of $4,180,000 were measured based on the present
value of expected  cash flows.  The valuation  allowance  for impaired  loans at
September 30, 1995, and activity  related  thereto for the three months and nine
months ended  September  30, 1995,  is included in the allowance for loan losses
discussed  in note  (6).  Crestar's  charge-off  policy  for  impaired  loans is
consistent with its policy for loan charge-offs to the allowance: impaired loans
are  charged-off  when an impaired  loan,  or a portion  thereof,  is considered
uncollectible or is transferred to foreclosed properties.

   SFAS 118 allows a creditor to use existing  methods for recognizing  interest
income on an impaired loan.  Consistent  with Crestar's  method for  non-accrual
loans,  interest receipts on impaired loans are recognized as interest income or
are applied to  principal  when the ultimate  collectibility  of principal is in
doubt. The average recorded investment in impaired loans, the amount of interest
income recognized,  and the amount of interest income recognized on a cash basis
during 1995 were:

<TABLE>
<CAPTION>

In thousands                                                              Nine Months Ended Sept. 30, 1995
<S>                                                                                                <C>    
Average recorded investment in impaired loans                                                      $37,350
Interest income recognized during impairment                                                             -
Interest income recognized on a cash basis during impairment                                             -
</TABLE>

The  balance of  impaired  loans at January 1, 1995  totaled  approximately  $40
million.  The  initial  adoption  of SFAS 114 and SFAS  118 did not  require  an
increase to Crestar's allowance for loan losses. The impact of SFAS 114 and SFAS
118 was immaterial to Crestar's  consolidated financial statements as of and for
the three months and nine months ended  September 30, 1995.  In accordance  with
SFAS 114, no  retroactive  application  of its  provisions  has been made to the
consolidated financial statements for periods prior to January 1, 1995.


(6)  Allowance For Loan Losses

Transactions in the consolidated  allowance for loan losses for the three months
and nine months ended September 30 were:

<TABLE>
<CAPTION>

In thousands                                                 Three Months                 Nine Months

                                                           1995          1994           1995          1994
<S>                                                    <C>           <C>            <C>           <C>     
Beginning balance                                      $222,882      $226,666       $219,189      $210,958
                                                       --------      --------       --------      --------
Charge-offs                                             (22,168)      (14,438)       (59,595)      (49,127)
Recoveries                                                8,816         5,583         20,880        21,390
                                                          -----         -----         ------        ------
 Net charge-offs                                       (13,352)       (8,855)       (38,715)      (27,737)
Provision for loan losses                                14,000         8,100         37,600        26,982
Allowance from acquisitions - net                          (100)          (21)         5,356        15,687
                                                           ----           ---          -----        ------
  Net increase (decrease)                                   548          (776)         4,241        14,932
                                                            ---          ----          -----        ------
Ending balance                                         $223,430      $225,890       $223,430      $225,890
                                                       ========      ========       ========      ========
</TABLE>


(7)  Allowance For Foreclosed Properties

Transactions in the allowance for losses on foreclosed  properties for the three
months and nine months ended September 30 were:

<TABLE>
<CAPTION>

In thousands                                                 Three Months                 Nine Months

                                                           1995          1994           1995          1994
<S>                                                      <C>           <C>            <C>           <C>   
Beginning balance                                        $5,374        $9,166         $7,180        $5,574
                                                         ------        ------         ------        ------
Provision for foreclosed properties                           -          (156)          (500)         (801)
Write-downs                                                (150)          979         (4,150)         (323)
Allowance from acquisitions - net                             -             -          2,694         5,539
                                                                                       -----         -----
  Net increase (decrease)                                  (150)          823         (1,956)        4,415
                                                           ----           ---         ------         -----
Ending balance                                           $5,224        $9,989         $5,224        $9,989
                                                         ======        ======         ======        ======

</TABLE>

(8)  Short-Term Borrowings

Short-term borrowings,  exclusive of deposits,  with maturities of less than one
year at September 30 were:


<TABLE>
<CAPTION>

In thousands                                                                         1995             1994
<S>                                                                            <C>              <C>       
Federal funds purchased                                                        $1,318,928       $1,522,138
Securities sold under repurchase agreements                                       388,254          231,368
Notes payable                                                                     164,003          149,347
Other                                                                               1,942            2,196
                                                                                    -----            -----
  Total short-term borrowings                                                  $1,873,127       $1,905,049
                                                                               ==========       ==========
</TABLE>

The Corporation  paid  $293,231,000 and $235,134,000 in interest on deposits and
short-term borrowings in the first nine months of 1995 and 1994, respectively.

(9)  Long-Term Debt

Long-term debt at September 30 included:
<TABLE>
<CAPTION>


In thousands                                                                         1995             1994
<S>                                                                              <C>               <C>
8 3/4% Subordinated notes due 2004                                               $149,644              $ -
8 1/4% Subordinated notes due 2002                                                125,000          125,000
8 5/8% Subordinated notes due 1998                                                 49,974           49,963
7-8 1/4% Mortgage indebtedness maturing through 2009                                9,557           12,378
8 5/8-14 3/8% Capital lease obligations maturing through 2006                       1,150            1,502
4 3/8-8% Federal Home Loan Bank obligations payable through 2015                   15,976           11,109
6 1/4-11 1/4% Collateralized mortgage obligation bonds maturing through 2019       28,936           18,612
                                                                                  -------         -------           

  Total long-term debt                                                           $380,237         $218,564
                                                                                 ========         ========
</TABLE>

The Corporation  paid  $22,164,000 and $15,126,000 in interest on long-term debt
in the  first  nine  months of 1995 and 1994,  respectively.  There  were no new
capital lease agreements in the third quarter of 1995.


(10)  Income Taxes

The  current  and  deferred  components  of  income  tax  expense  allocated  to
continuing operations in the accompanying  consolidated statements of income for
the three months and nine months ended September 30 were:

<TABLE>
<CAPTION>

In thousands                                                 Three Months                 Nine Months
                                                           1995          1994           1995          1994
<S>                                                     <C>           <C>            <C>           <C>    
Current:
  Federal                                               $26,915       $23,986        $64,698       $61,171
  State and local                                           752           620          2,369         1,502
                                                            ---           ---          -----         -----
  Total current tax expense                              27,667        24,606         67,067        62,673
                                                         ------        ------         ------        ------
Deferred:
  Federal                                                (1,514)       (1,609)         5,716           489
  State and local                                           213          (138)           543           175
                                                            ---          ----            ---           ---
  Total deferred tax expense (benefit)                   (1,301)       (1,747)         6,259           664
                                                         ------        ------          -----           ---
Total income tax expense                                $26,366       $22,859        $73,326       $63,337
                                                        =======       =======        =======       =======
</TABLE>


The differences  between the amounts computed by applying the statutory  federal
income tax rate to income  before income taxes and the actual income tax expense
allocated to operations for the three months and nine months ended  September 30
were:

<TABLE>
<CAPTION>

In thousands                                                 Three Months                 Nine Months
                                                           1995          1994           1995          1994
<S>                                                     <C>           <C>           <C>           <C>     
Income before income taxes                              $74,772       $66,463       $214,707      $190,031
                                                        -------       -------       --------      --------
Tax expense at statutory rate                            26,170        23,262         75,147        66,511
                                                         ------        ------         ------        ------
Increase (decrease) in taxes resulting from:
  Tax-exempt interest and dividends                      (1,752)       (1,861)        (5,617)       (5,419)
  Nondeductible interest expense                            166           119            480           331
  Amortization of goodwill                                  929           827          2,569         1,333
  State income taxes                                        627           314          1,893         1,090
  Other - net                                               226           198         (1,146)         (509)
                                                            ---           ---         ------          ---- 
  Total increase (decrease) in taxes                        196          (403)        (1,821)       (3,174)
                                                            ---          ----         ------        ------ 
Total income tax expense                                $26,366       $22,859       $ 73,326      $ 63,337
                                                        -------       -------       --------      --------
Effective tax rate                                          35.3%         34.4%         34.2%         33.3%
                                                            ====          ====          ====          ==== 
</TABLE>


The Corporation  made income tax payments of $45,924,000 and $56,405,000  during
the first nine months of 1995 and 1994, respectively. At September 30, 1995, the
Corporation  had a net deferred  income tax asset of  $87,182,000.  There was no
valuation  allowance relating to the net deferred income tax asset.  Crestar has
sufficient taxable income in the available  carryback periods and future taxable
income from reversing  taxable  differences to realize  substantially all of its
deferred  income tax assets.  Management  believes,  based on the  Corporation's
history of generating  significant earnings and expectations of future earnings,
that it is more likely  than not that all  recorded  deferred  income tax assets
will be realized.



(11)  Commitments And Contingencies

In the normal course of business, there are outstanding commitments,  contingent
liabilities  and  other  financial  instruments  that are not  reflected  in the
accompanying  consolidated  financial  statements.  These include commitments to
extend  credit,  standby  letters of  credit,  interest  rate  caps,  floors and
collars,  swaps, and forward  contracts.  These items involve varying degrees of
credit and interest rate risk in excess of amounts  recorded in the consolidated
balance sheets.

   Commitments  to extend  credit are legally  binding  agreements  to lend to a
customer  which  typically  contain  clauses  that  permit  cancellation  of the
commitment  in the event of credit  deterioration  of the  borrower.  Similar to
direct lending, these commitments are subject to the Corporation's loan approval
and review procedures and policies.  Based upon management's review, Crestar may
require the customer to provide  various types of collateral as security for the
agreement, including balances on deposit, investment securities, real estate and
inventory.  Crestar receives a commitment fee for entering into such agreements.
Legally  binding,  unfunded  commitments  to extend credit were $6.2 billion and
$5.3 billion at September 30, 1995 and 1994, respectively.

   Standby  letters  of  credit,  which are  conditional  commitments  to extend
credit,  guarantee  the  performance  of customers  to a third party.  Crestar's
outstanding  standby  letters of credit were $351  million  and $380  million at
September 30, 1995 and 1994, respectively.

   The  Corporation  services  mortgage  loans other than those  included in the
accompanying  consolidated  financial  statements and, in some cases,  accepts a
recourse liability on the serviced loans.  Recourse  obligations of $1.0 billion
at September  30, 1995 include $135 million of  contractual  recourse  liability
accepted by Crestar on  mortgage  loan sales to the  Federal  National  Mortgage
Association (FNMA) and Federal Home Loan Mortgage  Corporation  (FHLMC). For the
period  extending  over the life of the loans,  FNMA and FHLMC have the right to
sell any loans which become  delinquent  back to Crestar.  Crestar  maintains an
allowance  (included in Other  liabilities in the  consolidated  balance sheet),
which had a balance of $2.3 million at September 30, 1995, based on estimates of
future losses on this contractual  recourse  liability.  The remaining  notional
balance of recourse  obligations of $888 million at September 30, 1995,  results
from the origination and acquisition by Crestar of mortgage  servicing rights on
Federal Housing Association and Veterans'  Association loans, which are serviced
under  programs  of  the  Government   National  Mortgage   Association  (GNMA).
Approximately  $627 million of this notional  balance was insured by agencies of
the Federal government or private insurance companies at September 30, 1995.

   As a financial institution, Crestar entails a degree of interest rate risk as
a  provider  of  banking  services  to its  customers.  This risk can be managed
through  derivative  interest rate contracts,  such as interest rate swaps, caps
and floors.  Changes in the fair value of such  derivatives are generally offset
by  changes  in the  implied  fair  value  of the  underlying  hedged  asset  or
liability.  As hedges against interest rate risk at September 30, 1995,  Crestar
was  participating  in interest  rate swaps of $1.14  billion,  of which  $943.7
million and $200 million were used to convert  floating rate commercial and real
estate income property loans,  respectively,  to fixed rates.  Unrealized  gross
gains  and  gross  losses  on  such  swaps  were   $323,000  and  $8.3  million,
respectively, at September 30, 1995. Notional balances of $593.7 million of such
swaps were indexed  amortizing  swaps,  whose notional  values may amortize more
slowly as rates rise.

   Crestar also had $245 million of purchased interest rate cap and $250 million
of purchased  interest rate floor agreements  outstanding at September 30, 1995,
which were used to minimize  interest  rate risk  associated  with floating rate
money market deposits and commercial loans, respectively. Unrealized gross gains
and gross  losses on such caps and floors were $4.3  million  and $1.3  million,
respectively,  at September 30, 1995. In addition, Crestar serves as a financial
intermediary in interest rate swap, cap, floor and collar agreements,  providing
interest  rate risk  management  services to  customers.  At September 30, 1995,
Crestar had $81.1 million in offsetting  swap,  $74.3 million in offsetting cap,
and $37.5 million in offsetting collar agreements.

   The notional  amount of these  over-the-counter  traded  interest rate swaps,
caps,  floors and collars does not fully represent  Crestar's  credit and market
exposure, which the Corporation believes is a combination of current replacement
cost (any  unrealized  gain plus  accrued  receivable)  of  approximately  $10.2
million,  less collateral held of approximately $4.3 million, plus an amount for
additional market movement.  Four  counterparties  constituted 18%, 17%, 13% and
11% of the  estimated  credit and market  exposure of $83.0 million at September
30, 1995.

   During the third quarter of 1995,  Crestar  terminated an interest rate swap,
having a notional balance of $100 million, which hedged floating rate commercial
loans.  The realized loss on termination of $1.6 million has been deferred as an
other  asset in the  consolidated  balance  sheet;  such  realized  loss will be
amortized  as a yield  adjustment  to  floating  rate  commercial  loans over 13
months,  the remaining expected life of the swap. At September 30, 1995, Crestar
had  unamortized,  realized  losses of $3.7 million on terminated  interest rate
swaps  deferred and  classified  as an other asset in the  consolidated  balance
sheet.

   Crestar had $564.0 million of forward agreements outstanding at September 30,
1995,  which are  primarily  used to reduce the interest  rate risk arising from
changes in market rates from the time residential  mortgage lending  commitments
are made until those commitments are funded.

   Certain  litigation is pending against Crestar.  Management,  after reviewing
this litigation with legal counsel,  is of the opinion that these matters,  when
resolved,  will not have a  material  effect  on the  accompanying  consolidated
financial statements.


<PAGE>


Financial Commentary
Crestar Financial Corporation And Subsidiaries

Overview
(Tables 1, 2 and 14)

Crestar Financial Corporation (Crestar) reported net income of $48.4 million for
the quarter  ended  September  30, 1995, an increase of $4.8 million or 11% over
net income  reported in the third  quarter of 1994.  For the first nine  months,
earnings were $141.4 million in 1995, an increase of 12% from the $126.7 million
reported in 1994.  These increases  reflected the continued  positive effects of
growth in  noninterest  income  and  stringent  control of  operating  expenses.
Earnings per common share were $1.27 for the third quarter of 1995,  compared to
$1.15 in 1994. For the first nine months of 1995, earnings per common share were
$3.71,  an increase  of 11% from the $3.34 per share  recorded in the first nine
months of 1994. The predominant items affecting the change in earnings per share
are given in Table 2. Each item is net of applicable federal income taxes.

   Crestar's  subsidiaries  provide banking and non-banking  services throughout
Virginia, Maryland and Washington,  D.C., which compose Crestar's primary market
area.  This market area is  characterized  as  economically  diverse and stable.
Business  growth has continued to be strong in Crestar's  market area during the
current  year, as evidenced by strong job creation and low  unemployment  rates.
Crestar's market area is  characterized  by active  competition in all principal
areas where the Corporation provides services. In addition to banks, other firms
competing  in the market area include  savings  associations,  consumer  finance
companies, national credit card companies, insurance companies, trust companies,
securities brokerage firms, credit unions and mortgage banking companies.

Mergers And Acquisitions

On November 10,  Crestar  completed  its  previously  announced  purchase of the
deposits and customer  accounts,  plus  selected  loans,  of six branches of the
Chase   Manhattan  Bank  of  Maryland.   The   transaction   brings  to  Crestar
approximately  $450 million in deposits  and $245 million in primarily  consumer
loans.  The transaction  was recorded as a purchase.  The results of operations,
subsequent  to  November  10, of the assets and  liabilities  purchased  will be
reflected in Crestar's fourth quarter 1995 and subsequent results.

   In  April,   Crestar   announced  an  agreement  to  acquire  Loyola  Capital
Corporation  (Loyola), a $2.5 billion-asset thrift institution  headquartered in
Baltimore,  Maryland.  Loyola is the holding  company for Loyola  F.S.B.,  which
operates 35 branches,  primarily  in central  Maryland  and  Maryland's  Eastern
Shore,  including 15 branches in the  Baltimore  metropolitan  area.  Loyola has
total deposits of  approximately  $1.5 billion and total loans of  approximately
$2.1 billion.  Under terms of the merger  agreement,  Loyola  shareholders  will
receive  Crestar  common  stock in  exchange  for  their  Loyola  holdings.  The
transaction,  which  was  approved  by Loyola  shareholders  on  October  17, is
expected to be completed in late  December  1995.  Under the terms of the merger
agreement,  each common share of Loyola will be exchanged  for a maximum of 0.75
common  shares of Crestar  common  stock.  At  September  30,  1995,  Loyola had
8,122,861 common shares  outstanding.  The Loyola  acquisition will be accounted
for as a pooling-of-interests  transaction.  After completion of the merger, the
previous  historical  consolidated  financial  statements of Crestar,  including
results  for 1994 and the  first  nine  months  of 1995,  will be  retroactively
restated  to  include  the  prior  results  of  Loyola.  Unlike  purchase-method
accounting,  these restated financial  statements will therefore reflect results
of operations as if Crestar and Loyola had always been combined.

   In connection with the merger with Loyola,  Crestar anticipates  recording in
the fourth quarter  various  non-recurring  charges of up to  approximately  $16
million,  on an after-tax  basis,  for settlement of obligations  under existing
employment  contracts,  severance  pay, early  retirement  and related  employee
benefits,  branch  closing costs and other  expenses  related to the merger.  In
addition,  pending the outcome of proposed  legislation in Congress,  the fourth
quarter may include an after-tax charge of approximately $11 million for the tax
liability arising from the recapture of the tax bad debt reserves of Loyola.

   Under  interstate  banking and  branching  legislation  enacted by  Congress,
previously existing restrictions on interstate bank acquisitions were abolished,
effective September 29, 1995. Bank holding companies from any state are now able
to  acquire  banks  and bank  holding  companies  located  in any  other  state.
Effective June 1, 1997, the law will allow  interstate bank mergers,  subject to
earlier "opt-in" or "opt-out" action by individual  states.  The law also allows
interstate branch  acquisitions and new branch activity if permitted by the host
state. Virginia and Maryland have adopted early "opt-in" legislation that allows
interstate  bank  mergers,  effective  July 1,  1995  and  September  29,  1995,
respectively.  These laws also permit  interstate  branch  acquisitions  and new
branching in Virginia and Maryland by out-of-state banks if reciprocal treatment
is accorded in the state of the acquiring bank or bank holding  compay.  Similar
legislation is being considered in the District of Columbia. The new legislation
has not yet had any significant  effect on acquisition or branching  activity in
the region in which Crestar operates.

Profitability Measures And Capital Resources
(Table 1)

Increased  earnings in both the third  quarter and the first nine months of 1995
resulted in improvements in most key profitability measures over 1994. Return on
average  assets  was 1.38% in the  third  quarter  and 1.35% for the first  nine
months of 1995, compared to 1.26% and 1.24%,  respectively,  for 1994. Return on
average equity was 15.66% for the third quarter of 1995,  compared to 15.70% for
the third quarter of 1994. For the first nine months of 1995,  return on average
equity was 15.65%,  compared to 15.44% for the first nine months of the previous
year.

   Average  equity to assets of 8.80% for the third quarter of 1995 increased 78
basis points from 8.02% in the third quarter of 1994, reflecting higher retained
earnings  and  the  impact  of  common  stock  issued  for  first  quarter  1995
acquisitions.  Average  equity to assets for the first  nine  months of 1995 was
8.62%,  compared  to 8.04%  for the same  period of 1994.  Period-end  equity to
assets of 8.53% at September  30, 1995 was 80 basis  points above the  September
30, 1994 ratio of 7.73%,  also  reflecting  higher earnings and stock issued for
acquisitions.

   Risk-based  capital  ratios  are  another  measure of  capital  adequacy.  At
September 30, 1995,  Crestar's  consolidated  risk-adjusted  capital ratios were
9.2% for Tier 1 and 12.9% for total capital, well above the required minimums of
4.0% and 8.0%, respectively.  The Tier 1 leverage ratio of 8.0% at September 30,
1995 also was  significantly  above the  regulatory  minimum of 3.0%.  Crestar's
tangible leverage ratio,  defined as total equity less intangible assets divided
by total assets less intangible  assets,  was 7.5% at September 30, 1995.  Under
Federal  Deposit  Insurance  Corporation  (FDIC) rules,  each of Crestar's three
subsidiary banks was considered "well-capitalized" as of September 30, 1995, the
highest category of capitalization defined by regulatory  authorities,  allowing
for the lowest level of FDIC insurance premium payments.

   Fourth quarter earnings may be impacted by a legislatively  proposed one-time
assessment of approximately  75 basis points (0.75%) on deposits insured by the
Savings  Association  Insurance Fund (SAIF) of the FDIC. Any one-time assessment
on  SAIF-insured  deposits will impact  Crestar's  three bank  subsidiaries  and
Loyola F.S.B. Approximately 40% of Crestar's current deposit base, and virtually
all of  Loyola's  current  deposit  base,  are  SAIF-insured.  A 75 basis point
assessment, on an after-tax basis, would result in a one-time charge to Crestar
of approximately  $15 million,  and to Loyola of approximately $7 million.  As a
consequence  of the  one-time SAIF assessment,  future  earnings  are expected
to be augmented by a reduction in ongoing SAIF  assessment  rates.  The
estimated $15 million charge for Crestar  reflects a proposed 20% reduction in
the assessments on  SAIF-insured  deposits  acquired  by banks in thrift
purchase  transactions (Oakar deposits).

Net Interest Margin And Net Interest Income
(Tables 3 and 15)

Crestar's  net  interest  margin for the third  quarter  of 1995 was  4.89%,  an
improvement  of 7 basis points from the margin  recorded in the third quarter of
1994. The improvement was due to favorable  changes in the composition and yield
of balance sheet earning assets,  which offset higher rates paid on deposits and
declines in interest income arising from off-balance sheet hedge transactions.

   Positive  influences  on the third  quarter  1995  margin  include  favorable
changes in the composition of balance sheet earning assets and their  respective
interest  rate  yields.  Changes in the earning  asset mix  increased  the third
quarter 1995 net interest margin by  approximately 29 basis points when compared
to the third quarter of 1994. Reflecting the impact of strong marketing efforts,
increased  demand  and  completed  bank  and  thrift  acquisitions,  loans  as a
percentage of total earning  assets  increased from an average of 68% during the
third  quarter of 1994 to 76% for the same period of 1995.  Average  total loans
were $9.5  billion  during the third  quarter of 1995,  compared to $8.5 billion
during  the  third  quarter  of  1994.   Average  bank  card  loans  experienced
significant growth, with third quarter 1995 average balances up $411 million, or
35%,  versus the same period of 1994. The growth in bank card balances  reflects
Crestar's strong marketing  emphasis,  including  promotional efforts outside of
Virginia, Maryland and Washington, D.C. Average instalment loan balances were up
$306 million or 18% from third quarter 1994,  with average  consumer real estate
loans  increasing 17% during this period.  Average  business loans for the third
quarter were flat compared with the third quarter of 1994, as reductions in real
estate-  construction  loans were offset by modest  increases in commercial  and
real  estate-income  property  loans.  Funding for loan growth came in part from
reductions in money market investments, which averaged $235 million in the third
quarter of 1995 versus  $781  million in the third  quarter of 1994.  Securities
available  for sale were also  utilized  to fund loan  growth,  with the average
balance  declining $387 million when compared to the 1994 third quarter  average
balance. With regards to funding sources,  interest-bearing deposits represented
62% of total funding sources in the third quarter of 1995, versus 65% of funding
sources in the same period of 1994. A higher rate  environment,  with  increased
competitive  pricing for  deposits  among  financial  institutions,  resulted in
decreases  in average  balances  for  regular  savings,  interest  checking  and
domestic time deposits,  with average total deposits  experiencing a decrease of
$174  million,  or 2%,  from the third  quarter  of 1994.  Average  balances  of
short-term  borrowings  and  long-term  debt  increased  by $64 million and $159
million,  respectively,  during this same time period.  These changes in funding
sources had a negative  impact of 9 basis  points on the third  quarter 1995 net
interest  margin,  when compared to the same quarter of 1994.  When coupled with
the impact of changes to Crestar's  earning asset mix, this resulted in a net 20
basis point  improvement  in the third quarter 1995 net interest  margin arising
from changes in Crestar's total balance sheet mix.

   The yield on average  loans  increased 41 basis points from the third quarter
of 1994, to 8.92%.  Higher yields were  experienced  on all categories of loans,
with the  exception  of a decline  on the  average  yield  earned  on  Crestar's
expanding credit card loan portfolio,  which reflects the effects of promotional
credit card rates.  Yields on securities  available for sale were 6.56% in third
quarter 1995 versus 6.38% in the same period of 1994.  Yields on securities held
to maturity were 6.75% during the third quarter of 1995 versus 5.66% in the same
period of 1994.  Yields on money  market  investments  were  5.93% for the third
quarter of 1995 versus 4.60% for the third quarter of 1994.  Reflecting a higher
interest rate  environment,  the yield on total average earning assets was 8.38%
for the third  quarter of 1995,  versus 7.69% for the same period of 1994.  Also
reflecting  the higher  rate  environment,  the  average  rate paid on  deposits
increased in many categories of interest-bearing core deposits. The average rate
paid on total interest bearing deposits increased 64 basis points, from 3.19% in
the third quarter of 1994 to 3.83% in 1995. Increases in rates paid on deposits,
however,  have lagged the increases in yields on variable  rate assets,  such as
prime-rate  based  loans and money  market  investments.  This has  presented  a
favorable interest rate environment for many financial  institutions.  In total,
interest rate spreads had a positive impact of 9 basis points on Crestar's third
quarter 1995 net interest margin, when compared to the third quarter of 1994.

   Off-balance sheet hedge transactions, which had a favorable impact on the net
interest margin in 1994,  experienced net negative interest rate spreads between
rates paid and rates received during the third quarter of 1995. In comparison to
third quarter 1994, such off-balance sheet transactions had a negative impact of
19  basis  points  on  third  quarter  1995's  net  interest  margin,  partially
offsetting the combined  favorable impact on Crestar's net interest margin of 20
basis points from changes in balance sheet mix and 9 basis points from favorable
changes in interest rates. The impact of  nonperforming  assets on third quarter
1995's net interest  margin,  in comparison to the same period of 1994,  was not
significant.

   As a result of the 7 basis point increase in the net interest margin and a 1%
increase in average earning assets,  tax-equivalent  net interest income for the
third quarter of 1995 increased 2% over the third quarter of 1994. For the first
nine months,  tax  equivalent  net interest  income  increased 5% over 1994 as a
result of a 13 basis point increase in the net interest margin and a 2% increase
in average earning assets.  Factors  contributing to the increased  year-to-date
margin mirror those previously discussed. Positive changes to the earning assets
mix for the year-to-date period had a favorable impact of 31 basis points, while
changes to the funding mix resulted in an 8 basis point  negative  impact to the
year-to-date  margin.  Favorable  interest rate spreads for the comparable  nine
month period  increased the net interest margin by 17 basis points.  Off-balance
sheet hedge  transactions had a negative impact on the margin,  in comparison to
year-to-date 1994 results,  of approximately 28 basis points. For the first nine
months of 1995, off-balance sheet hedge transactions resulted in a 0.7% decrease
in the  Corporation's  total income from earning assets,  and a 0.1% increase in
total interest expense.  Acquisitions completed during the first quarter of 1995
(Jefferson Savings and Loan Association, Independent Bank, and TideMark Bancorp,
Inc.)  contributed  approximately  2% of Crestar's  net interest  income for the
quarter ended  September 30, 1995.  The impact on Crestar's net interest  margin
for the  third  quarter  and the  first  nine  months  of 1995  from  the  three
acquisitions was not significant.

   The extent to which Crestar will be able to maintain its current net interest
margin is  significantly  influenced by the economic  environment in our markets
and the economic policy of the Federal Reserve Board, in addition to competitive
market conditions for both loans and deposits.  Crestar's net interest margin of
4.89% for the third  quarter  of 1995,  while up 7 basis  points  from the third
quarter of 1994, was down slightly from the 4.93% recorded in the second quarter
of 1995. A reduction in the prime  commercial  loan rate and fed funds  interest
rates  contributed  to this  decline.  Competitive  pressures,  in  addition  to
acquisition  strategies,  may lead to further pressures on the Corporation's net
interest margin in future periods.

Risk Exposures And Credit Quality
(Tables 4-7)

Crestar's  financial  condition  as of the  end of the  third  quarter  of  1995
exhibited strong overall credit quality.  The allowance for loan losses was $223
million at September 30, 1995,  representing  2.31% of period-end loans, 296% of
period-end  nonperforming  assets,  and a 367% coverage of nonperforming  loans.
Based  on  current  expectations  relative  to  portfolio   characteristics  and
performance measures, including loss projections, management considers the level
of the allowance adequate.  Under the Corporation's  criteria for classification
of nonperforming loans, loans that are both (a) past due 90 days or more and (b)
not deemed  nonaccrual due to an assessment of  collectibility  are specifically
excluded from the definition of nonperforming assets. Accruing loans past due 90
days or more, and excluded from classification as nonperforming assets,  totaled
$41.7 million at September 30, 1995,  with consumer  loans  representing  93% of
this balance.

   At September 30, 1995,  nonperforming assets of $75.5 million were down $11.0
million or 13% from September 30, 1994, and down $19.4 million from December 31,
1994.    These    reductions   were   recorded    despite   $15.4   million   in
acquisition-related  balances  acquired  during the first  quarter of 1995.  The
ratio of  nonperforming  assets to loans and foreclosed  properties at September
30, 1995 was 0.78%,  down from 1.02% at December 31, 1994 and 1.00% at September
30,  1994.  Based  on  current  portfolio  trends,  and  barring  an  unexpected
deterioration  in  the  economy,   management  does  not  expect  the  ratio  of
nonperforming assets to loans and foreclosed  properties to change significantly
during the remainder of 1995.

   Crestar's  provision  for loan losses was $14.0 million for the third quarter
of 1995,  compared to $8.1  million in provision  expense  recorded in the third
quarter of 1994. Net  charge-offs  totaled $13.4 million in the third quarter of
1995, compared to $8.9 million in the comparable period of 1994. Net charge-offs
as a  percentage  of average  loans  were  0.56% for the third  quarter of 1995,
compared to 0.54% for the second quarter of 1995 and 0.42% for the third quarter
of 1994. The largest proportion of net loan charge-offs during the third quarter
of 1995 occurred in the bank card loan portfolio.  Net charge-offs for bank card
loans were $14.1 million for the three months ended September 30, 1995, compared
to $6.0  million  in  1994's  third  quarter.  This  increase  in bank  card net
charge-offs, while partially attributable to the significant growth of Crestar's
bank card loan portfolio,  also reflects current  industry-wide trends of higher
delinquency  rates  for  consumer  debt.  Net  bankcard  loan  charge-offs  as a
percentage of bankcard loans were 3.53% for the third quarter of 1995,  compared
to 3.11% for the second  quarter of 1995 and 2.03% in the third quarter of 1994.
Crestar's  expectations  are that the ratio of total net  charge-offs to average
total loans for the full year 1995 will increase from the level  experienced  in
1994,  but  remain  below  1993's  results.   This  expectation  is  based  upon
assumptions  regarding  the  general  economic  climate in  Crestar's  principal
markets and the performance  characteristics  of the loan  portfolio,  including
Crestar's continued success in resolving remaining  nonperforming loans. Changes
in these conditions may produce  different  results.  Net charge-offs to average
total loans were 0.45% in 1994 and 0.95% in 1993.

   In addition to other loan  categories,  Crestar closely manages its portfolio
of loans to real estate  developers and investors  (REDI).  As shown in Table 4,
REDI outstanding  balances  remained fairly constant and totaled $1.0 billion at
September 30, 1995. This balance  represented 11% of the total loan portfolio at
that date. At September 30, 1994,  REDI loans  represented 13% of the total loan
portfolio.  Table 5 provides the property type and geographic diversification of
the current REDI  portfolio.  REDI  nonperforming  assets were $48.9  million at
September 30, 1995, compared to $56.4 at September 30, 1994.

   Potential  problem loans  consist of loans that are  currently  performing in
accordance with contractual terms but for which potential operating or financial
concerns of the obligors have caused management to have serious doubts regarding
the ability of such obligors to continue to comply with present repayment terms.
At  September  30,  1995,  potential  problem  loans,  not  included in Table 7,
amounted  to  approximately  $184  million.  Potential  problem  loans were $210
million at December 31, 1994 and $144 million at September 30, 1994.

   In many lending  transactions,  collateral is taken to reduce the credit risk
exposure and provide an additional measure of security. Generally, the cash flow
or earning power of the borrower  represents the primary source of repayment and
collateral  liquidation a secondary source of repayment.  Crestar determines the
need for  collateral on a  case-by-case  or  product-by-product  basis.  Factors
considered include the current and prospective creditworthiness of the customer,
terms  of the  instrument  and  economic  conditions.  It is the  policy  of the
Corporation to review each prospective  credit in order to determine an adequate
level of security or collateral to obtain prior to making the loan.  The type of
collateral  will  vary  and  ranges  from  liquid  assets  to real  estate.  The
Corporation's access to collateral, in the event of borrower default, is assured
through adherence to state and local lending laws and the Corporation's  lending
standards and credit monitoring procedures. The amount of collateral, if any, is
based on industry practice as well as an assessment of the  creditworthiness  of
the customer.  The primary risk  associated with bankcard loans is that they are
unsecured and are solely  dependent upon the  creditworthiness  of the borrower.
The Corporation  monitors this risk using both internal and external statistical
models,  as well as monitoring  economic  trends,  such as  employment  and wage
levels,  within targeted lending areas.  Underwriting  standards are continually
evaluated and modified based upon these factors.

Noninterest Income And Expense
(Table 8)

Noninterest  income  totaled  $71.8 million in the third quarter of 1995, a $8.0
million or 13% increase  over the third  quarter of 1994.  Excluding  securities
losses,  noninterest  income  increased  $8.1  million  over third  quarter 1994
results.  This increase reflects growth in most noninterest  income  categories,
partially  offset  by a  decline  in  mortgage  income.  Reflecting  promotional
activities  and  increased  merchant fee volume,  bank  card-related  fee income
increased by $1.8  million,  or 17%, in comparison to the third quarter of 1994.
Trust and  investment  advisory  income  increased  18% from third  quarter 1994
levels, while service charges on deposit accounts increased 11% in comparison to
the third quarter of 1994. Mortgage income for the third quarter of 1995 totaled
$5.6  million,  or $3.5  million  less than the  results  reported  in the third
quarter of 1994. Gains on sales of mortgage servicing rights totaled $4.8
million in the  third  quarter  of 1994,  while  there  were no such  sales in
the third quarter of 1995. Other noninterest income for the third quarter of
1995 includes a net gain of $4.7 million  arising from the sale or closure of 15
branches.  In an effort to rationalize operating and marketing  efficiencies
within its branch operations,  Crestar from time-to-time will sell or close
selected branches. For the nine months ended September 30, 1995, net gains from
such activities totaled $3.2 million. At September 30, 1995, Crestar operated
332 banking offices.

   Noninterest expense was down 3% in the third quarter of 1995 when compared to
the same period of 1994,  totaling  $134.5  million  for the three month  period
ended  September  30,  1995 versus  $138.5  million for the same period of 1994.
Management  continues to emphasize  prudent control of noninterest  expenses and
assimilation  of  recent  acquisitions  in a  cost-effective  manner.  Personnel
expense  decreased 2%, and occupancy  expense was down 5%, compared to the third
quarter  of 1994.  Other  noninterest  expense,  reflecting  the  rebate of FDIC
deposit  insurance fees during the quarter,  fell $2.2 million or 5% compared to
the third quarter of 1994. During the third quarter, Crestar's deposit insurance
assessments  on  deposits  insured  by the  FDIC's  Bank  Insurance  Fund  (BIF)
decreased from 0.31% to 0.04%, on an annualized basis.  Because the decrease was
retroactive  to June 1995,  a rebate of $4.2  million was  recorded in the third
quarter of 1995 as a reduction  of FDIC premium  expense.  The  assessments  for
deposits insured under the Savings Association Insurance Fund (SAIF) of the FDIC
remained unchanged.

   The third quarter 1995 foreclosed properties expense of $0.8 million was flat
compared to third  quarter 1994.  For the nine month period ended  September 30,
1995,  foreclosed  properties  expense  resulted  in a small net credit  balance
arising  from net gains  recorded on the sale of  foreclosed  properties  during
1995. Foreclosed properties expense for the nine months ended September 30, 1994
was $1.8 million.

   The  effective  tax rate for third  quarter 1995 and the first nine months of
1995 was 35.3% and 34.2%, respectively, compared to 34.4% and 33.3% for the same
periods in 1994.  Increased  provisions  for state  income  taxes and higher
amortization of goodwill, which is non-deductible for tax purposes,  contributed
to the higher effective tax rates for 1995. Financial statement note 10 contains
additional information concerning income taxes.

Financial Condition
(Table 9)

Crestar's assets totaled $14.8 billion at September 30, 1995,  compared to $14.0
billion at December  31, 1994,  and $14.5  billion at  September  30, 1994.  The
increase from year-end 1994 is primarily due to  acquisitions  completed  during
the first quarter of 1995.  Loans net of unearned income increased $384 million,
or 4%, from  year-end  1994  levels,  reflecting  growth from a  combination  of
acquisitions and internally generated lending, offset by declines in real estate
- construction  loan balances.  Total deposits of $10.9 billion at September 30,
1995 were minimally changed from December 31, 1994 balances.  Despite the impact
of  acquisitions  completed  during the first  quarter,  a higher  interest rate
environment  and  increased  competition  for  deposits  resulted in declines in
demand, interest checking and regular saving deposits.

   With respect to the  securities  held to maturity  portfolio,  carrying value
exceeded the market value at September 30, 1995 by $2.9  million,  consisting of
$4.2 million in  unrealized  gains and $7.1  million in  unrealized  losses.  At
September 30, 1995, the amortized cost of securities available for sale exceeded
the fair value of such securities by $4.1 million, consisting of $6.5 million in
unrealized gains and $10.6 million in unrealized losses. Shareholders' equity at
September 30, 1995 reflects a $2.6 million reduction for the excess, net of tax,
of the amortized  cost of  securities  available for sale over the fair value at
quarter-end,  compared  to  reductions  of $36.6  million  and $30.8  million at
December 31, 1994 and September 30, 1994, respectively.  The net unrealized gain
or loss on securities  available  for sale,  which is recorded as a component of
shareholders'  equity,  will continue to be subject to change in future  periods
due to  fluctuations  in market value,  acquisition  activities,  and purchases,
sales,  maturities  and calls of  securities  classified  as available for sale.
Unrealized  losses at September 30 are not expected to have a material impact on
the future operating results or liquidity of the Corporation.

   All mortgage-backed  securities in the securities  available for sale and the
securities held to maturity portfolios are subject to prepayment risk, since the
mortgage  loans  underlying  these  securities  can  prepay at any time  without
penalty.  This risk becomes apparent during periods of declining interest rates,
when  refinancing  of  existing  mortgage  loans can  accelerate.  During  these
periods,  the expected maturity of  mortgage-backed  securities  shortens due to
prepayments,  reducing the  expected  stream of future  interest  payments to be
received.  The interest rate and prepayment risk associated with mortgage-backed
securities is considered by management in assessing the overall  asset/liability
structure of the Corporation.

   During the third quarter of 1995,  Crestar sold approximately $378 million of
securities classified as available for sale, generating securities losses of $69
thousand. Such sales were consummated in conjunction with the overall management
of interest rate risk for the Corporation.

   Crestar purchased and retired 135,000 shares of common stock during the third
quarter of 1995,  and has  purchased  and retired  1.5 million  shares of common
stock during the first nine months of 1995.  Such  purchases were primarily made
to offset the  issuances  of common  stock  relating  to the three  acquisitions
completed  during the first quarter of 1995.  Purchases during the third quarter
of 1995  were  made at an  average  price of  $52.61  per  common  share.  As of
September 30, 1995, Crestar had a remaining authorization to purchase and retire
up to 1.2  million  shares  of  common  stock in order to meet the  needs of the
dividend reinvestment plan, thrift and profit sharing plan and the first quarter
1995 issuances related to acquisitions.

Liquidity and Interest Sensitivity
(Tables 10-13)

Bank  liquidity is a measure of the ability to generate and maintain  sufficient
cash flows to fund  operations and to meet  financial  obligations to depositors
and borrowers  promptly and in a  cost-effective  manner.  Liquidity is provided
through securities available for sale, money market investments,  maturing loans
and  securities,  and the ability to generate  new  deposits  or  borrowings  as
needed.  Crestar's  liquidity position is actively managed on a daily basis, and
monitored regularly by the Asset/Liability  Management Committee (ALCO).  ALCO's
overall  objective is to optimize net interest  income within the constraints of
prudent  capital  adequacy,  liquidity  needs,  the  interest  rate and economic
outlook,  market opportunities and customer requirements.  General strategies to
accomplish   this  objective   include   maintaining  a  strong  balance  sheet,
maintaining strong core deposit levels, accepting manageable interest rate risk,
adhering to conservative  financial management principles and practicing prudent
dividend policies.

   Core  deposits  provide a typically  stable  source of  liquidity.  Crestar's
interest-bearing  core  deposits  represented  65% of total  funding  sources at
September 30, 1995,  compared to 67% of total  funding  sources at September 30,
1994. As an additional  indication of adequate liquidity,  securities  available
for sale  represented  14%,  and money  market  investments  represented  5%, of
Crestar's total earning assets at September 30, 1995.

   Interest  sensitivity  refers to the  volatility of net interest  income as a
result of changes in interest  rates.  Crestar's  goal is to limit interest rate
exposure to prudent levels as determined by the  Corporation's  ALCO  committee.
ALCO establishes  limits on the earnings at risk for a twenty-four month period.
The level of exposure taken is based on an assessment of the market environment,
and will vary from period to period.

   The primary  tool used by ALCO in  assessing  interest  rate  exposure is net
interest income  simulations.  The committee  establishes limits on net interest
income at risk for a twenty-four  month period.  A two year net interest  income
forecast is prepared regularly based on a consensus  interest rate forecast,  in
addition to high and low interest rate scenarios. The high and low interest rate
scenarios are based upon an  assessment  of the historic  volatility of interest
rates. The expected dynamics of the balance sheet under each scenario, including
shifts in loans and deposits,  are included in the  simulations.  By its nature,
this simulation  process includes numerous  assumptions,  for both long-term and
short-term timeframes, including assumptions on average balances and yields, and
forecasts  of  interest  rate   movements.   Other   assumptions   made  in  the
Corporation's  simulation process relate to early loan repayments and investment
security  repayments.  Prepayment  assumptions  are  based on the  expertise  of
management along with input from external financial market sources.  Many of the
assumptions  used in the  simulation  process  are both highly  qualitative  and
subjective,  and  subject  to the risk that  past  historical  activity  may not
generate accurate predictions of future results.

   The high rate and low rate estimates generated by this simulation process are
compared to the estimate  generated under the consensus  interest rate scenario.
Crestar's most recent projection of pre-tax earnings at risk, as a percentage of
the next  twenty-four  month's  projected net interest  income under a consensus
interest rate scenario,  is  approximately 3% for a high interest rate scenario,
and 4% for a falling  interest rate  scenario.  The net interest  income at risk
percentage  does  not  consider  all  possible  future  discretionary   actions,
including  possible hedging activity,  that may be entered into to manage future
earnings volatility. The most recent projections indicate a sufficient liquidity
position,  and  acceptable  operating  environment,  under  the  high,  low  and
consensus interest rate scenarios.

   A second  interest  sensitivity  tool is the  quantification  of market value
changes for all assets and liabilities given an increase or decrease in interest
rates.  This  approach  provides  a longer  term  view of  interest  rate  risk,
capturing  predominantly all expected future cash flows.  Assets and liabilities
with option  characteristics  are valued  based on numerous  interest  rate path
valuations  using Monte Carlo rate simulation  techniques.  The banking industry
and its  regulatory  authorities  are  moving  toward a market  value  method of
interest  sensitivity  assessment.  Crestar has been developing this tool and is
incorporating  it as another  component  of  interest  rate risk  management  to
supplement the results achieved through net interest income simulations.

   Another  interest  rate risk tool used by Crestar is the interest rate "gap",
or mismatch in  repricing  between  interest-sensitive  assets and  liabilities,
which provides a general indication of interest  sensitivity at a specific point
in time.  A gap  schedule is shown in Table 10, and  reflects the earlier of the
maturity or repricing  dates for various assets and liabilities at September 30,
1995. At that point in time, Crestar had a cumulative negative  twelve-month gap
with $1.5  billion  excess of  interest-sensitive  sources of funds over uses of
funds.  This  generally  indicates  that earnings  should improve in a declining
interest rate environment as liabilities  reprice more quickly than assets.  The
opposite would be true of a positive, or asset-sensitive, gap.

   While most assets and liabilities reprice either at maturity or in accordance
with their  contractual  terms,  some demonstrate  characteristics  that require
adjustments  to more  accurately  reflect  their  repricing  behavior.  Table 10
presents   interest   sensitivity   on  an  adjusted   basis  to  reflect  these
characteristics.  The first of these adjustments is made through the use of beta
factors,  which are  based on a ratio of actual  changes  in  interest  rates on
consumer deposits with no stated maturity (interest  checking,  money market and
regular  savings  deposits)  to changes in the prime rate during  interest  rate
cycles for the last several years. Essentially,  the beta factors recognize that
certain  consumer  deposits  are  less  interest-sensitive  than  other  funding
sources, such as short-term  borrowings,  to movements in market interest rates.
For example,  the beta adjustment for interest checking in Table 10 demonstrates
that for any given  increase  or  decrease  in the prime  commercial  loan rate,
Crestar  expects the  interest  rates paid on interest  checking  deposits  will
reprice much slower,  in both a rising and falling  rate  environment,  than the
commercial  prime  rate.  This is an  industry-wide  characteristic  of interest
checking  deposits  that Crestar must address for a more  accurate gap analysis.
The beta adjustments,  therefore, are used to quantify these deposits as sources
of funds that are less  sensitive to prime  interest rate changes than indicated
by their variable rate  characteristics.  In addition to beta  adjustments,  the
table also  incorporates an adjustment to reflect the sensitivity of much of the
Corporation's demand deposit balances to the level of interest rates. In periods
of rising  interest  rates,  average  balances of  non-interest  bearing  demand
deposits will decrease  (all other factors being  constant) as customers  become
more  sensitive to reducing debt or converting  demand deposit funds to interest
bearing  accounts.  On a  cumulative  twelve-month  basis,  Crestar had an asset
sensitive  "adjusted  gap" at September  30, 1995,  with $1.3 billion  excess of
interest-sensitive uses of funds over sources of funds. This generally indicates
that earnings  should  improve in a rising  interest rate  environment as assets
reprice more quickly than  liabilities.  While  Crestar does not have a targeted
gap range,  management considers the adjusted gap at September 30, 1995 to be at
a prudent level in the current interest rate and economic  environment.  This is
supported by Corporation's  net interest income  simulations (see above),  which
remain the primary asset/liability  management tool. The static gap and adjusted
gap do not include $230 million  (notional  amount) of interest  rate caps which
Crestar has added to potentially  offset the effect of rising  interest rates on
variable  rate  deposits.  These  interest  rate  caps did not have an impact on
Crestar's static gap and adjusted gap at September 30, 1995, as the fixed strike
rates on the caps were above their specified market index rates.

   Each of the  above  three  tools  used to  assess  interest  rate  risk  have
strengths and weaknesses.  While Crestar  believes that the above  methodologies
provide  a  meaningful   representation  of  the  Corporation's   interest  rate
sensitivity, the methodologies do not necessarily take into account all business
developments which can have an impact on net interest income, such as changes in
credit  quality or changes in the amount and  composition  of earning assets and
sources of funds.

   As noted,  Crestar  incurs a degree of  interest  rate risk as a provider  of
banking services to its customers.  This risk can be reduced through  derivative
interest  rate  contracts,  such as interest  rate swaps,  caps and floors.  The
majority of Crestar's outstanding  derivative  instruments at September 30, 1995
are utilized to convert certain  variable rate assets to fixed rates in order to
lock in a profitable  interest spread based on the underlying fixed rate funding
sources.  Because financial  derivatives  typically do not have actual principal
dollars  transferred  between parties,  notional  principal  amounts are used to
express  the  volume  of such  transactions.  However,  the  notional  amount of
derivative  contracts  does not  represent  direct  credit  exposure,  which the
Corporation  believes  is a  combination  of current  replacement  cost of those
instruments  with a positive  market value plus an amount for additional  market
movement.  Crestar has established policies governing derivative activities, and
the  counterparties  used by Crestar are  considered  high quality  credits.  In
addition,  Crestar may demand collateral from a counterparty to further minimize
credit risk. There were no past due amounts or reserves for possible  derivative
credit  losses at September  30,  1995,  nor has Crestar  ever  experienced  any
charge-offs related to the credit risk of derivative transactions.

   The  notional  amount of  Crestar's  interest  rate  swaps,  caps and  floors
(excluding  customer  positions where Crestar acts as an intermediary)  was $1.6
billion at September 30, 1995.  Forward contracts with a notional amount of $564
million,  utilized to hedge lending  commitments of Crestar's  mortgage  banking
subsidiary,  were also  outstanding  at September  30, 1995,  bringing the total
notional value of derivative financial instruments related to interest rate risk
management  activities to $2.2 billion at September 30, 1995. Tables 11, 12, and
13 present  information  regarding fair values,  maturity,  average  rates,  and
activity as of and for the nine month period ending September 30, 1995 for these
off-balance  sheet  derivative  instruments.  Net  unrealized  losses  on  these
instruments  totaled $5.3 million as of September 30, 1995.  Financial statement
note 11 contains additional information pertaining to these types of agreements.

   Index  amortizing  interest  rate swaps  represent  $594  million of the $2.2
billion in notional value of derivative  instruments,  as of September 30, 1995,
utilized in Crestar's risk management activities.  A key characteristic of index
amortizing  swaps is that their  notional  value may  amortize  more slowly in a
rising  interest  rate  environment  than in a stable or falling  interest  rate
environment. This characteristic can lead to increased volatility of fair values
during periods of changing  interest rates.  The economic purpose of using these
swaps is to convert floating rate loans to fixed rates, as an interest rate risk
management strategy, where fixed rate deposits have provided the source of funds
for  underwriting  the  applicable  loans.  Crestar  utilizes its interest  rate
simulation  and market  valuation  methods,  in  addition to its  monitoring  of
financial  market  activity,  to control risks related to index amortizing swaps
and other derivative  instruments.  The weighted  average  expected  maturity of
Crestar's  index  amortizing  swaps at  September  30,  1995 was less than eight
months.

   During the second and third  quarters  of 1995,  the  Corporation  terminated
prior to maturity  certain  interest rate swaps being utilized as hedges against
interest rate risk. The losses upon termination have been deferred and are being
amortized as a yield  adjustment over the remaining term of each terminated swap
contract.  At September 30, 1995, the unamortized balance of the deferred losses
was $3.7 million.  The terminations  reflect decisions by ALCO to refine balance
sheet  management  strategies;  additional  terminations  of interest rate swaps
prior to  maturity  may occur in the  future in  response  to  modifications  of
interest rate risk management strategies.

New Accounting Standards

The Financial  Accounting  Standards Board (FASB) issued  Statement of Financial
Accounting  Standards No. 122,  "Accounting for Mortgage Servicing Rights" (SFAS
122) in May 1995.  SFAS 122 requires that the cost of mortgage loans  originated
or purchased  with a definitive  plan to sell the loans and retain the servicing
rights  be  allocated  between  the loans and  servicing  rights  based on their
estimated  fair values at the purchase or originating  date. In compliance  with
the guidelines of SFAS 122, Crestar elected to adopt the new accounting standard
effective  January  1,  1995.  The  provisions  of SFAS  122 have  been  applied
prospectively to transactions occurring after January 1, 1995.

   The  effects  of  adopting  SFAS  122  on  Crestar's  consolidated  financial
statements  for the three and nine month periods  ended  September 30, 1995 were
increases  in  mortgage   origination   income  of  $985,000   and   $2,660,000,
respectively,   with  corresponding   increases  in  mortgage  servicing  rights
(classified as Other assets in the Consolidated Balance Sheets). Such additional
income  resulted from a lower  adjusted cost basis on mortgage loans sold by the
Company's  mortgage banking subsidiary during the first nine months of 1995. See
Financial Statement note 1 for further information on SFAS 122.

   The  FASB  issued  Statement  of  Financial  Accounting  Standards  No.  114,
"Accounting by Creditors for Impairment of a Loan" (SFAS 114) in 1993.  SFAS 114
was further  amended by the FASB in 1994  through the  issuance of  Statement of
Financial  Accounting Standards No. 118, "Accounting by Creditors for Impairment
of a Loan - Income Recognition and Disclosures" (SFAS 118). Effective January 1,
1995,  SFAS 114,  as  amended by SFAS 118,  requires  that an  impaired  loan be
measured and reported on the basis of the present  value of expected  cash flows
discounted at the loan's  effective  interest  rate, or at the fair value of the
loan's collateral if the loan is deemed collateral dependent. Impaired loans are
specifically  reviewed  loans for which it is probable that the creditor will be
unable to collect all amounts due according to the terms of the loan  agreement.
SFAS 118 allows a creditor  to use  existing  methods for  recognizing  interest
income on an impaired loan. For Crestar's  nonaccrual loans,  including impaired
loans,  interest  receipts are recognized as interest  revenue or are applied to
principal when management  believes the ultimate  collectibility of principal is
in doubt.

   At September  30, 1995,  impaired  loans of $28 million were  included in the
nonaccrual loan balances of Crestar. The balance of impaired loans at January 1,
1995 totaled $40 million.  Because the majority of loans deemed  impaired during
the first nine months of 1995 were collateral dependent,  valuations of impaired
loans  did not vary  materially  from the  values  previously  assigned  to this
population of loans. The initial adoption of the new accounting standard did not
require an  increase  to  Crestar's  allowance  for loan  losses.  The impact of
adopting  SFAS 114,  as amended by SFAS 118,  was  therefore  immaterial  to the
financial  condition  and  operations  of  Crestar  as of and for the nine month
period ended September 30, 1995, and had no material impact on the comparability
of the credit risk information included in Tables 4 through 7.

   Statement of Financial Accounting  Standards No. 121 (SFAS 121),  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," was issued in March 1995. The Statement requires that long-lived assets and
certain  identifiable  intangibles  to be held and used by a company be reviewed
for impairment  whenever  events or changes in  circumstances  indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the company  should  estimate the future cash flows expected to
result from the use of the asset and its  eventual  disposition.  An  impairment
loss  would  be  recognized  if the  sum  of the  expected  future  cash  flows,
undiscounted,  is less than the carrying amount of the asset. The Statement also
establishes  standards for recording an impairment  loss for certain assets that
are subject to disposal. The Statement excludes financial instruments, long-term
customer relationships of financial institutions, mortgage servicing rights, and
deferred income tax assets.  Adoption of the new accounting standard is expected
to occur on January 1, 1996. At this time, Crestar does not expect any impact to
the Corporation's net income upon implementation of SFAS 121.



Table 1    Financial Highlights

<TABLE>
<CAPTION>

Dollars in millions, except per share data            Three Months                    Nine Months

                                                                         %                               %
For the Period Ended September 30                1995       1994    Change       1995       1994    Change
<S>                                             <C>        <C>          <C>    <C>        <C>           <C>
Net Income                                      $48.4      $43.6        11     $141.4     $126.7        12
Dividends Declared on Common Stock               17.0       15.1        12       49.4       42.5        16
Per Common Share:
  Net Income                                    $1.27      $1.15        10     $ 3.71     $ 3.34        11
  Dividends Declared                              .45        .40        13       1.30       1.13        15
Average Shares Outstanding (000s)              38,053     38,063         -     38,107     37,933         -
                                               ======     ======        ==     ======     ======        ==

Key Ratios
Return on Average Assets                         1.38%      1.26%                1.35%      1.24%
Return on Average Equity                        15.66      15.70                15.65      15.44
Average Equity to Average Assets                 8.80       8.02                 8.62       8.04
Net Interest Margin                              4.89       4.82                 4.94       4.81
At September 30
Book Value Per Share                                                           $33.38     $29.70        12
Equity to Assets                                                                 8.53%      7.73%
Risk Adjusted Capital Ratios:
  Tier 1                                                                          9.2        9.6
  Total                                                                          12.9       12.2
Common Shares Outstanding (000s)                                               37,709     37,598
                                                                               ======     ======
</TABLE>


Table 2    Analysis Of Earnings Per Common Share

<TABLE>
<CAPTION>
                                                                        3rd Qtr. 1995        3rd Qtr. 1995
                                                                                  vs.                  vs.
                                                                        3rd Qtr. 1994        2nd Qtr. 1995
<S>                                                                             <C>                  <C>
Earnings Per Common Share - prior period                                        $1.15                $1.24
                                                                                -----                -----
Interest income                                                                   .37                    -
Interest expense                                                                 (.34)                (.03)
Provision for loan losses                                                        (.10)                (.01)
Securities gains or losses                                                          -                  .03
Other noninterest income                                                          .14                  .01
Noninterest expense                                                               .07                  .08
Income taxes                                                                     (.02)                (.05)
                                                                                 ----                 ----
Net increase                                                                      .12                  .03
                                                                                  ---                  ---
Earnings Per Common Share - current period                                      $1.27                $1.27
                                                                                =====                =====

</TABLE>


Table 3    Average Balances, Net Interest Income And Rate/Volume Analysis(1)
Dollars in thousands

<TABLE>
<CAPTION>
                  3rd Qtr.
  ----------------------------------------
                                                  2nd Qtr.
          Average Balance                          Average
  -------------------------      Increase          Balance
       1995            1994     (Decrease)            1995
  ---------      ----------     ----------       ---------
          $               $              %               $
<S>               <C>                  <C>       <C>                <C>
  2,888,705       2,840,046              2       3,017,662          Commercial
    786,408         776,197              1         802,250          Real estate - income property
    173,824         225,788            (23)        182,905          Real estate - construction
  2,036,619       1,730,946             18       1,967,956          Instalment
  1,590,871       1,179,880             35       1,573,073          Bank card
  2,070,274       1,769,755             17       2,174,101          Real estate - mortgage
  ---------       ---------             --       ---------
  9,546,701       8,522,612             12       9,717,947            Total loans - net of unearned income(2)
    819,922         961,378            (15)        852,398          Securities held to maturity
  1,562,548       1,949,879            (20)      1,411,687          Securities available for sale
    234,606         780,606            (70)        289,402          Money market investments

    411,719         268,309             53         254,491          Mortgage loans held for sale
    -------         -------            ---         -------
 12,575,496      12,482,784              1      12,525,925          Total earning assets
 ==========      ==========             ==      ==========

  1,817,501       1,876,726             (3)      1,868,312          Interest checking deposits
  2,513,028       2,410,600              4       2,482,634          Money market deposit accounts
  1,242,381       1,486,232            (16)      1,310,929          Regular savings deposits
  3,160,571       3,204,215             (1)      3,187,239          Domestic time deposits
  ---------       ---------             --       ---------
  8,733,481       8,977,773             (3)      8,849,114            Total interest-bearing core deposits
  1,317,800       1,252,181              5       1,227,230          Purchased liabilities
    379,155         220,584             72         384,971          Long-term debt
 10,430,436      10,450,538              -      10,461,315            Total interest-bearing liabilities
 ----------      ----------                     ----------
  2,145,060       2,032,246              6       2,064,610          Other sources - net
  ---------       ---------              -       ---------

 12,575,496      12,482,784              1      12,525,925            Total sources of funds

 ==========      ==========              =      ==========          Net Interest Income

</TABLE>

<TABLE>
<CAPTION>

                                                     3rd Qtr.
                                      --------------------------------------------
                                                             1995 vs. 1994                      3rd Qtr. 1995 vs. 2nd Qtr. 1995
                                                     -----------------------------              -------------------------------

                                     Income/Expense(3)                Change due to(4)  2nd Qtr.               Change due to(4)
                                     ---------------              ------------------   Income/               -----------------
                                                      Increase                       Expense(3)  Increase
                                     1995      1994 (Decrease)    Rate(5)    Volume        1995 (Decrease)   Rate(5)   Volume
                                   ------    ------  --------     ------     ------  ----------  ---------   -------   ------
                                        $         $         $          $          $          $          $         $         $
<S>                                <C>       <C>        <C>        <C>          <C>     <C>        <C>       <C>       <C>    
Commercial                         59,693    57,493     2,200      1,230        970     63,828     (4,135)   (1,411)   (2,724)
Real estate - income property      17,084    16,353       731        517        214     17,132        (48)      289      (337)
Real estate - construction          4,290     4,907      (617)       510     (1,127)     4,420       (130)       89      (219)
Instalment                         48,179    37,145    11,034      4,493      6,541     46,104      2,075       490     1,585
Bank card                          44,811    35,034     9,777     (2,338)    12,115     45,169       (358)     (862)      504
Real estate - mortgage             39,845    32,074     7,771      2,360      5,411     41,303     (1,458)      513    (1,971)
                                  -------   -------   -------    -------    -------    -------     ------    ------    ------
  Total loans - net of unearned
    income(2)                     213,902   183,006    30,896      9,083     21,813    217,956     (4,054)     (240)   (3,814)
Securities held to maturity        13,842    13,609       233      2,707     (2,474)    14,036       (194)      341      (535)
Securities available for sale      26,043    31,352    (5,309)       282     (5,591)    22,942      3,101       649     2,452
Money market investments            3,507     9,058    (5,551)       785     (6,336)     4,363       (856)      (30)     (826)

Mortgage loans held for sale        7,539     5,197     2,342       (436)     2,778      5,127      2,412      (756)    3,168
                                  -------   -------   -------    -------    -------    -------     ------    ------    ------
Total earning assets              264,833   242,222    22,611     20,823      1,788    264,424        409      (632)    1,041
                                  =======   =======   =======    =======    =======    =======     ======    ======    ======

Interest checking deposits          9,968    10,544      (576)      (243)      (333)    10,489       (521)     (236)     (285)
Money market deposit accounts      24,549    17,966     6,583      5,820        763     24,183        366        70       296
Regular savings deposits            8,404    10,177    (1,773)      (103)    (1,670)     9,165       (761)     (282)     (479)
Domestic time deposits             40,925    33,101     7,824      8,335       (511)    39,019      1,906     2,241      (335)
                                  -------   -------   -------    -------    -------    -------     ------    ------    ------
  Total interest-bearing core
    deposits                       83,846    71,788    12,058     14,019     (1,961)    82,856        990     2,078    (1,088)
Purchased liabilities              18,264    13,930     4,334      3,608        726     17,574        690      (603)    1,293
Long-term debt                      8,041     4,484     3,557        333      3,224      8,173       (132)       (9)     (123)
  Total interest-bearing
    liabilities                   110,151    90,202    19,949     20,123       (174)   108,603      1,548     1,870      (322)
                                  -------   -------   -------    -------    -------    -------     ------    ------    ------
Other sources - net


  Total sources of funds          110,151    90,202    19,949     19,277        672    108,603      1,548     1,117       431

Net Interest Income               154,682   152,020     2,662      1,546      1,116    155,821     (1,139)   (1,749)      610
                                  =======   =======   =======    =======    =======    =======     ======    ======    ======


</TABLE>
(1)  Tax-equivalent basis.

(2)  Nonaccrual  loans are included in the average  loan  balances and income on
     such loans is recognized on a cash basis.

(3)  Includes tax-equivalent net loan fees of $72,000 and $814,000 for the third
     quarter of 1995 and 1994, respectively, and $382,000 for the second quarter
     of 1995.

(4)  Variances are computed on a line-by-line basis and are non-additive.

(5)  Variances caused by the change in rate times the change in balances are
     allocated to rate.


Table 4    Loans To Real Estate Developers And Investors (REDI)

<TABLE>
<CAPTION>

In millions
                                                              September 30,          June 30,     December 31,
                                                           1995          1994          1995           1994
<S>                                                      <C>           <C>           <C>            <C>
Commercial - developer lines                             $ 70.6        $ 98.5        $ 78.6         $ 98.7
Commercial - other                                         55.4          77.3          63.2           67.7
Real estate - income property                             780.7         761.4         794.3          744.9
Real estate - construction                                122.5         190.6         134.4          152.0
                                                          -----         -----         -----          -----
  Total REDI loans                                     $1,029.2      $1,127.8      $1,070.5       $1,063.3
                                                       ========      ========      ========       ========
</TABLE>


Table 5    Loans To Real Estate Developers And Investors--
Geographic Distribution And Property Type
September 30, 1995
In millions

<TABLE>
<CAPTION>

                                                                          Region

                                               Total         Greater
                                         Corporation      Washington     Eastern      Western      Capital

<S>                                           <C>             <C>         <C>           <C>          <C>
Land acquisition and development              $ 78.1          $ 44.4      $ 25.9        $ 3.5        $ 4.3
Residential developments                       238.4           126.2        66.8         38.0          7.4
Commercial projects:
  Office buildings                             141.8            91.5        29.6          9.4         11.3
  Retail stores and malls                      207.2           147.7        42.0          8.1          9.4
  Hotels and motels                            110.2            38.5        41.7         22.4          7.6
  Industrial buildings                         124.6            90.8        13.5          4.8         15.5
                                               -----            ----        ----          ---         ----
    Total commercial projects                  583.8           368.5       126.8         44.7         43.8
                                               -----           -----       -----         ----         ----

Special use                                     56.9            26.2        15.9         12.9          1.9
Other                                           72.0            52.7        13.1          2.3          3.9
                                                ----            ----        ----          ---          ---
  Total REDI loans                          $1,029.2          $618.0      $248.5       $101.4        $61.3
                                            ========          ======      ======       ======        =====
</TABLE>

Table 6    Allowance For Loan Losses
Dollars in thousands

<TABLE>
<CAPTION>

                                                            Third Quarter               Nine Months Ended Sept. 30,

                                                         1995            1994            1995              1994
<S>                                                <C>              <C>              <C>              <C>
Beginning balance                                  $ 222,882        $ 226,666        $ 219,189        $ 210,958
                                                   ---------        ---------        ---------        ---------
Allowance from acquisitions - net                       (100)             (21)           5,356           15,687
                                                   ---------        ---------        ---------        ---------
Provision for loan losses                             14,000            8,100           37,600           26,982
                                                   ---------        ---------        ---------        ---------
Net charge-offs (recoveries):
  Commercial                                            (180)             767              239            3,963
  Real estate - income property                       (1,511)           2,211           (1,225)           6,125
  Real estate - construction                            (990)          (1,529)          (1,956)          (2,297)
  Instalment                                           1,978            1,138            5,007            2,774
  Bank card                                           14,052            5,990           36,212           16,272
  Real estate - mortgage                                   3              278              438              900
                                                   ---------        ---------        ---------        ---------
    Total net charge-offs                             13,352            8,855           38,715           27,737
                                                   ---------        ---------        ---------        ---------
Balance, September 30                              $ 223,430        $ 225,890        $ 223,430        $ 225,890
                                                   =========        =========        =========        =========

Allowance for loan losses to period-end loans           2.31%            2.61%            2.31%            2.61%
Annualized net charge-offs to average loans              .56              .42              .54              .46
                                                   =========        =========        =========        =========

</TABLE>

<PAGE>

Table 7    Nonperforming Assets And Past Due Loans

<TABLE>
<CAPTION>

Dollars in thousands                                                    September 30,         December 31,
Nonaccrual loans:                                                   1995              1994            1994
<S>                                                              <C>               <C>             <C>
  Commercial                                                     $22,540           $26,224         $28,708
  Real estate - income property                                   21,034            23,468          21,872
  Real estate - construction                                       5,963             3,668           7,279
  Instalment                                                       4,308             2,787           3,408
  Real estate - mortgage                                           7,090             6,787           8,139
                                                                   -----             -----           -----
    Total nonaccrual loans                                        60,935            62,934          69,406
Restructured loans                                                     -                 -           6,878
                                                                   -----            ------          ------
    Total nonperforming loans(1)                                  60,935            62,934          76,284
Foreclosed properties - net                                       14,614            23,644          18,629
                                                                  ------            ------          ------
    Total nonperforming assets(1)                                $75,549           $86,578         $94,913
                                                                 =======           =======         =======
Nonperforming assets(1) to:
  Loans and foreclosed properties - net                              .78%              1.00%          1.02%
  Total assets                                                       .51                .60            .68
Allowance for loan losses to:
  Nonperforming assets(1)                                            296               261             231
  Nonperforming loans(1)                                             367               359             287
Allowance for loan losses plus shareholders'
  equity to nonperforming assets(1)                                19.62x             15.51x         14.17x
                                                                   =====              =====          =====
Accruing loans past due 90 days:
  Commercial                                                     $ 1,460           $ 2,204         $ 1,608
  Real estate - income property                                      991               424           1,071
  Real estate - construction                                         306               133             198
  Instalment:
    Student                                                        8,812            11,092          14,705
    Other                                                          2,962             1,160           1,368
  Bank card                                                       16,654             8,486          10,831
  Real estate - mortgage                                          10,530             9,014           5,920
                                                                  ------             -----           -----
    Total accruing loans past due 90 days:                       $41,715           $32,513         $35,701
                                                                 =======           =======         =======
</TABLE>

(1)  Loans which are both past due 90 days or more and not deemed nonaccrual due
     to an  assessment  of  collectibility  are  specifically  excluded from the
     definition of nonperforming.

<PAGE>

Table 8    Summary Of Noninterest Income And Expense

<TABLE>
<CAPTION>

In thousands                                                                Second     Nine Months Ended
                                                      Third Quarter        Quarter        September 30,
Noninterest Income                                     1995        1994       1995        1995        1994
<S>                                                <C>         <C>        <C>         <C>         <C>
Service charges on deposit accounts                $ 22,833    $ 20,640   $ 21,765    $ 66,189    $ 62,535
Trust and investment advisory                        15,581      13,244     15,151      44,270      42,688
Bank card-related                                    12,101      10,321     11,919      35,078      27,296
Mortgage servicing - net                              2,663       3,195      2,722       8,465       9,614
Mortgage origination - net                            2,924       1,140      2,151       5,858       7,108
Trading account activities                              416          49        657       1,697         444
Commissions on letters of credit                      1,167         874      1,059       3,500       3,624
Gain on sale of mortgage servicing rights                 -       4,800          -       5,900      14,132
Gain on sale and disposal of branches - net           4,655           -          -       3,169           -
Gain on pension settlement                                -           -      4,340       4,340           -
Miscellaneous                                         9,487       9,463     11,378      31,043      26,167
Securities gains (losses)                               (69)         12     (1,050)     (3,529)     (1,755)
                                                        ---          --     ------      ------      ------ 
  Total noninterest income                         $ 71,758    $ 63,738   $ 70,092    $205,980    $191,853
                                                   ========    ========   ========    ========    ========
Noninterest Expense
Salaries                                           $ 60,962    $ 62,655   $ 60,876    $183,034    $182,580
Benefits                                             14,854      14,976     15,432      45,406      45,840
                                                     ------      ------     ------      ------      ------
  Total personnel                                    75,816      77,631     76,308     228,440     228,420
Occupancy - net                                      10,586      11,098     10,616      32,162      31,953
Equipment                                             6,919       6,370      6,904      20,835      18,367
Communications                                        7,012       6,670      7,074      21,300      18,767
Stationery, printing and supplies                     1,691       2,023      1,956       5,753       6,118
Professional fees and services                        3,219       2,743      2,522       9,116       8,550
Loan expense                                          2,087       1,943      1,933       5,863       7,567
FDIC premiums - net                                   2,024       6,429      6,644      15,037      18,716
Advertising and marketing                             3,309       6,199      3,811      11,480      14,680
Transportation                                        1,455       1,489      1,505       4,451       4,368
Outside data services                                 4,852       4,670      4,879      14,739      13,859
Amortization of purchased intangibles                 3,426        (252)     3,429       9,655       6,186
Miscellaneous                                        11,228      10,582     10,728      31,121      30,411
                                                     ------      ------     ------      ------      ------
  Subtotal                                          133,624     137,595    138,309     409,952     407,962
Foreclosed properties                                   846         858        694          (9)      1,751
                                                        ---         ---        ---          --       -----
  Total noninterest expense                        $134,470    $138,453   $139,003    $409,943    $409,713
                                                   ========    ========   ========    ========    ========
</TABLE>

Table 9    Debt Ratings
(as of October 30, 1995)

<TABLE>
<CAPTION>
                                                                        Standard       Thomson
Security                                                              Moody's      & Poor's      BankWatch
<S>                                                                      <C>     <C>             <C>              
8 3/4% Subordinated Notes due 2004                                       Baa1          BBB+             A-
8 1/4% Subordinated Notes due 2002                                       Baa1          BBB+             A-
8 5/8% Subordinated Notes due 1998                                       Baa1          BBB+             A-
Commercial Paper                                                          P-2     Not rated          TBW-1
Crestar Bank Deposit Notes:
  Long-Term                                                                A2             A      Not rated
  Short-Term                                                              P-1           A-1          TBW-1
</TABLE>
        
<PAGE>

Table 10    Interest Sensitivity Analysis
September 30, 1995

<TABLE>
<CAPTION>


In millions                                            Maturity/Rate Sensitivity
                                             0-3         3-6       6-12      One to       Over
Uses Of Funds                             months      months     months  five years five years       Total
<S>                                    <C>            <C>         <C>        <C>       <C>       <C>      
Loans:
  Commercial                           $ 2,347.8      $ 51.8      $ 69.4     $ 76.7    $ 502.9   $ 3,048.6
  Real estate - income property            389.5         6.8        10.3       21.3      352.0       779.9
  Real estate - construction               149.5         1.6          .9        1.2       18.0       171.2
  Instalment                               916.7       102.4       148.4      226.3      683.3     2,077.1
  Bank card                                231.2       135.0       748.5      364.1       97.5     1,576.3
  Real estate - mortgage                    16.1       319.7       294.1      579.3      807.2     2,016.4
Securities held to maturity                 32.6        57.3        74.8      115.9      545.6       826.2
Securities available for sale              330.3       125.6       146.2      147.0    1,058.6     1,807.7
Money market investments                   613.1         5.0          .1          -          -       618.2
Mortgage loans held for sale               446.8           -          -           -          -       446.8
                                         -------       -----     -------    -------    -------    --------
  Total earning assets                   5,473.6       805.2     1,492.7    1,531.8    4,065.1    13,368.4
Interest sensitivity hedges on assets     (350.0)     (449.6)      195.4      160.6      443.6           -

  Total uses                           $ 5,123.6     $ 355.6   $ 1,688.1   $1,692.4   $4,508.7   $13,368.4
                                       =========     =======     =======    =======   ========   =========
Sources of Funds
Interest checking deposits             $ 1,800.3         $ -        $ -         $ -        $ -   $ 1,800.3
Money market deposit accounts            2,486.4           -          -           -          -     2,486.4
Regular savings deposits                 1,209.0           -          -           -          -     1,209.0
Domestic time deposits                     297.9       318.3       682.1      868.3      960.3     3,126.9
Certificates of deposit $100,000
  and over                                  26.1        14.5        12.3        4.7        5.4        63.0
Short-term borrowings                    1,873.1           -          -           -          -     1,873.1
Long-term debt                                 -          .2         3.7       17.2      359.1       380.2
                                         -------       -----     -------    -------    -------    --------
  Total interest-bearing liabilities     7,692.8       333.0       698.1      890.2    1,324.8    10,938.9
Other sources - net                            -           -          -           -    2,429.5     2,429.5
Interest sensitivity hedges on liabilities     -       (15.0)         -           -       15.0           -
                                         -------       -----     -------    -------    -------    --------

  Total sources                        $ 7,692.8     $ 318.0     $ 698.1    $ 890.2   $3,769.3   $13,368.4
                                       =========     =======     =======    =======   ========   =========

Cumulative maturity/rate
  sensitivity gap                      $(2,569.2)  $(2,531.6)  $(1,541.6)  $ (739.4)       $ -         $ -
                                       =========     =======     =======    =======   ========   =========

Adjustments
Beta adjustments:
  Interest checking (beta factor .18)  $ 1,476.2
  Money market accounts
  (beta factor .55)                      1,118.9
  Regular savings (beta factor .12)      1,063.9
Demand deposit sensitivity                (822.2)
                                         -------       -----     -------    -------    -------    --------

Cumulative adjusted maturity/rate
  sensitivity gap                        $ 267.6     $ 305.2   $ 1,295.2   $2,097.4        $ -         $ -
                                       =========     =======     =======    =======   ========   =========
</TABLE>
<PAGE>


Table 11    Off-Balance Sheet Derivative Financial Instruments(1)

<TABLE>
<CAPTION>

September 30, 1995                               Weighted  Average
                                                  Average    Fixed     Estimated
Dollars in thousands              Notional       Expected  Receive          Fair
                                   Balance       Maturity     Rate         Value    Comments

<S>                              <C>             <C>         <C>          <C>      <C>
Interest Rate Conversions
  Generic interest rate swaps    $ 550,000       3.0 yrs.    5.98%                  Notional amounts of
    Carrying amount(2)                                                     $ (91)   $350 million and $200
    Unrealized gross gains                                                   275    million, respectively, con-
    Unrealized gross losses                                               (3,118)   vert floating rate com-
                                                                           -----    mercial and real estate
      Estimated fair value                                                (2,934)   income property loans
                                                                                    to fixed rate. Floating
                                                                                    rate paid tied to LIBOR.

  Amortizing interest rate swaps   593,666        .6 yrs.    5.12%                  Convert floating rate
    Carrying amount(2)                                                    (1,084)   commercial loans to
    Unrealized gross gains                                                    48    fixed rate. Floating rate
    Unrealized gross losses                                               (5,194)   paid tied to LIBOR.
                                                                          ------    Notional amounts may
      Estimated fair value                                                (6,230)   amortize more slowly
                                                                          ------    as rates rise.

  Interest rate caps               245,000       1.6 yrs.   7.49%(3)                Minimize interest rate
    Carrying amount(2)                                                     1,951    risk associated with
    Unrealized gross gains                                                   298    rising rates on floating
    Unrealized gross losses                                               (1,262)   rate money market
      Estimated fair value                                                 -----    deposits. Tied to LIBOR.
                                                                             987

  Interest rate floors             250,000       2.5 yrs.   6.80%(4)                Minimize interest rate
  Carrying amount(2)                                                       2,871    risk associated with
    Unrealized gross gains                                                 4,024    falling rates on floating
    Unrealized gross losses                                                    -    rate commercial loans.
                                                                           -----    Tied to LIBOR.
      Estimated fair value                                                 6,895
                                                                           -----

Hedges of Lending Commitments
  Forward contracts                564,014        .1 yrs.    n/a                    Hedges of residential
    Unrealized gross gains                                                 1,030    mortgage lending
    Unrealized gross losses                                               (1,361)   commitments.
                                                                          ------
      Estimated fair value                                                  (331)
                                                                          ------
      Total hedges against
        interest rate risk      $2,202,680                               $(1,613)

</TABLE>

(1)  Includes only off-balance sheet derivative financial instruments related to
     interest rate risk management activities.

(2)  Includes  any  accrued  interest   receivable  or  payable  balances,   and
     unamortized premiums paid for interest rate caps and floors.

(3)  Represents  average strike rate. For interest rate caps purchased,  Crestar
     will receive  interest if a specified market index rate rises above a fixed
     strike rate during the term of the contract. Any interest received is based
     on the difference  between a higher index interest rate and the contractual
     cap rate, applied to the underlying  notional balance. No interest payments
     are received if the index rate remains below the cap rate.

(4)  Represents average strike rate. For interest rate floors purchased, Crestar
     will receive  interest if a specified market index rate falls below a fixed
     strike rate during the term of the contract. Any interest received is based
     on the difference  between a lower index interest rate and the  contractual
     floor  rate,  applied  to the  underlying  notional  balance.  No  interest
     payments are received if the index rate remains above the floor rate.

n/a - Not applicable

LIBOR - London Interbank Offered Rates

<PAGE>

Table 12    Off-Balance Sheet Derivatives--Expected Maturities(1)

<TABLE>
<CAPTION>

September 30, 1995
Dollars in thousands                          Within             One to         Three to
                                            One Year        Three Years       Five Years             Total
<S>                                        <C>                 <C>              <C>              <C>
Interest Rate Conversions
  Generic interest rate swaps:
    Notional amount                        $ 100,000           $100,000         $350,000         $ 550,000
    Average fixed receive rate                   6.32%              5.67%            5.97%             5.98%
    Estimated fair value                       $ 171           $ (1,174)        $ (1,931)         $ (2,934)

  Amortizing interest rate swaps:(3)
    Notional amount                        $ 591,156            $ 2,510              $ -         $ 593,666
    Average fixed receive rate                   5.10%              8.40%              -               5.12%
    Estimated fair value                    $ (6,287)              $ 57              $ -          $ (6,230)

  Interest rate caps
    Notional amount                          $ 5,000           $235,000          $ 5,000         $ 245,000
    Average strike rate                          5.00%              7.57%            6.00%             7.49%
    Estimated fair value                        $ 13              $ 587            $ 387             $ 987

  Interest rate floors
    Notional amount                              $ -           $250,000              $ -         $ 250,000
    Average strike rate                            -                6.80%              -               6.80%
    Estimated fair value                         $ -            $ 6,895              $ -           $ 6,895

Hedges of Lending Commitments
  Forward contracts:(2)
    Notional amount                        $ 564,014                $ -              $ -         $ 564,014
    Estimated fair value                        (331)                 -                -              (331)

      Total hedges against
        interest rate risk:
          Notional amount                 $1,260,170           $587,510         $355,000        $2,202,680
          Estimated fair value               (6,434)              6,365           (1,544)           (1,613)
</TABLE>


(1)  Includes only off-balance sheet derivative financial instruments related to
     interest rate risk management activities.

(2)  Hedges of residential mortgage lending commitments.

(3)  Based on expected weighted average life.

Table 13    Off-Balance Sheet Derivatives Activity(1)

<TABLE>
<CAPTION>


In thousands                             Asset Rate Conversions         Liability Rate
                                   Interest Rate Swaps                     Conversions        Hedges of
                                Generic       Amortizing       Interest       Interest       Lending
                                Receive          Receive           Rate           Rate       Commit-
                                  Fixed            Fixed         Floors           Caps       ments(2)         Total
<S>                           <C>            <C>            <C>            <C>           <C>            <C>
Balance, July 1, 1995         $   300,000    $   753,270    $   250,000    $   245,000   $   520,418    $ 2,068,688
Additions                         250,000           --             --             --         588,730        838,730
Termination                          --         (100,000)          --             --            --         (100,000)
Maturities/Amortizations             --          (59,604)          --             --        (545,134)      (604,738)
                                                 -------                                    --------       --------

Balance, September 30, 1995   $   550,000    $   593,666    $   250,000    $   245,000   $   564,014    $ 2,202,680
                              ===========    ===========    ===========    ===========   ===========    ===========

Balance, January 1, 1995      $   600,000    $   860,166    $   200,000    $      --     $   266,439    $ 1,926,605
Additions from acquisitions          --             --             --           45,000          --           45,000
Other additions                   250,000           --          250,000        200,000     1,509,003      2,209,003
Terminations                         --         (196,400)          --             --            --         (196,400)
Maturities/Amortizations         (300,000)       (70,100)      (200,000)          --      (1,211,428)    (1,781,528)
                                                                                                        -----------
Balance, September 30, 1995   $   550,000    $   593,666    $   250,000    $   245,000   $   564,014    $ 2,202,680
</TABLE>

(1)  Includes only off-balance sheet derivative financial instruments related to
     interest  rate  risk  management  activities.

(2)  Forward  contracts  hedging residential  mortgage lending  commitments;
     maturities represent contracts delivered.

<PAGE>


Table 14    Selected Quarterly Financial Information

<TABLE>
<CAPTION>

Dollars in thousands, except per share data  3rd Qtr.     2nd Qtr.      1st Qtr.     4th Qtr.     3rd Qtr.
Results of operations:                           1995         1995          1995         1994         1994
<S>                                          <C>          <C>           <C>          <C>          <C>
Net interest income(1)                       $154,682     $155,821      $154,460     $149,689     $152,020
Provision for loan losses                      14,000       13,500        10,100        2,700        8,100
                                               ------       ------        ------        -----        -----
Net credit income                             140,682      142,321       144,360      146,989      143,920
Securities gains (losses)                         (69)      (1,050)       (2,410)      (9,021)          12
Other noninterest income                       71,827       71,142        66,540       65,037       63,726
                                               ------       ------        ------       ------       ------
Net credit and noninterest income             212,440      212,413       208,490      203,005      207,658
Noninterest expense                           134,470      139,003       136,470      135,594      138,453
                                              -------      -------       -------      -------      -------
Income before taxes                            77,970       73,410        72,020       67,411       69,205
                                               ------       ------        ------       ------       ------
Tax-equivalent adjustment                       3,198        2,719         2,776        2,746        2,742
Book tax expense                               26,366       23,307        23,653       22,280       22,859
                                               ------       ------        ------       ------       ------
  Income tax expense                           29,564       26,026        26,429       25,026       25,601
                                               ------       ------        ------       ------       ------
Net Income                                   $ 48,406     $ 47,384      $ 45,591     $ 42,385     $ 43,604
                                             ========     ========      ========     ========     ========
Per common share:
  Net income                                   $ 1.27       $ 1.24        $ 1.20       $ 1.13       $ 1.15
  Dividends declared                              .45          .45           .40          .40          .40
Average shares outstanding (000s)              38,053       38,173        38,097       37,637       38,063
                                               ======       ======        ======       ======       ======
Selected ratios and other data:
Return on average assets                         1.38%        1.35%         1.32%        1.24%        1.26%
Return on average equity                        15.66        15.69         15.60        15.22        15.70
Net interest margin(1)                           4.89         4.93          4.92         4.81         4.82
Net charge-offs as % of average loans             .56          .54           .52          .42          .42
Allowance as % of period-end loans               2.31         2.28          2.28         2.36         2.61
Overhead ratio                                  59.38        61.53         62.43        65.92        64.17
Average equity to average assets                 8.80         8.61          8.44         8.14         8.02
Equity leverage                                 11.37x       11.61x        11.84x       12.29x       12.47x
Full-time equivalent employees (period end)     6,325        6,434         6,623        6,747        6,817

</TABLE>

(1)  Tax-equivalent basis.

<PAGE>

Table 15    Consolidated Average Balances/Net Interest Income/Rates1
<TABLE>
<CAPTION>

                                                          Three Months Ended September 30,
                                                       1995                            1994
Dollars in thousands                                    Income/    Yield/                  Income/  Yield/
                                              Balance   Expense      Rate        Balance   Expense    Rate

Assets                                              $         $         %              $         $       %
<S>                                          <C>        <C>         <C>         <C>        <C>       <C>
Securities held to maturity(2)                819,922    13,842      6.75        961,378    13,609    5.66
Securities available for sale(2)            1,562,548    26,043      6.56      1,949,879    31,352    6.38
Money market investments(2)                   234,606     3,507      5.93        780,606     9,058    4.60
Mortgage loans held for sale(2)               411,719     7,539      7.39        268,309     5,197    7.75
                                              -------     -----      ----        -------     -----    ----
Commercial                                  2,888,705    59,693      8.24      2,840,046    57,493    7.95
Real estate - income property                 786,408    17,084      8.60        776,197    16,353    8.33
Real estate - construction                    173,824     4,290      9.77        225,788     4,907    8.61
Instalment                                  2,036,619    48,179      9.35      1,730,946    37,145    8.55
Bank card                                   1,590,871    44,811     11.29      1,179,880    35,034   11.81
Real estate - mortgage                      2,070,274    39,845      7.68      1,769,755    32,074    7.21
                                            ---------    ------      ----      ---------    ------    ----

  Total loans - net of unearned(2,3)        9,546,701   213,902      8.92      8,522,612   183,006    8.51
Allowance for loan losses                    (224,666)                         (228,985)
                                            ---------    ------      ----      ---------    ------    ----
  Loans - net                               9,322,035                          8,293,627
Cash and due from banks                       766,013                            708,356
Premises and equipment - net                  333,641                            323,292
Customers' liability on acceptances             8,566                              5,132
Intangible assets - net                       158,293                            114,203
Foreclosed properties - net                    14,499                             22,311
Other assets                                  417,186                            427,587
                                            ---------    ------      ----      ---------    ------    ----

  Total Assets                             14,049,028                         13,854,680
                                            ---------    ------      ----      ---------    ------    ----

Total Earning Assets                       12,575,496   264,833      8.38     12,482,784   242,222    7.69

Liabilities And Shareholders' Equity
Interest checking deposits                  1,817,501     9,968      2.18      1,876,726    10,544    2.23
Money market deposit accounts               2,513,028    24,549      3.88      2,410,600    17,966    2.96
Regular savings deposits                    1,242,381     8,404      2.68      1,486,232    10,177    2.72
Domestic time deposits                      3,160,571    40,925      5.17      3,204,215    33,101    4.13
Certificates of deposit $100,000 and over      66,433       925      5.52         64,637       733    4.55
                                            ---------    ------      ----      ---------    ------    ----

  Total savings and time deposits(2)        8,799,914    84,771      3.83      9,042,410    72,521    3.19
Demand deposits                             2,150,972                          2,082,957
                                            ---------    ------      ----      ---------    ------    ----

  Total deposits                           10,950,886                         11,125,367
Short-term borrowings(2)                    1,251,367    17,339      5.49      1,187,544    13,197    4.39
Long-term debt(2)                             379,155     8,041      8.48        220,584     4,484    8.13
Liability on acceptances                        8,566                              5,132
Other liabilities                             223,010                            204,941
                                            ---------    ------      ----      ---------    ------    ----

  Total liabilities                        12,812,984                         12,743,568
                                            ---------    ------      ----      ---------    ------    ----

  Total shareholders' equity                1,236,044                          1,111,112

Total Liabilities And Shareholders' Equity 14,049,028                         13,854,680

Total interest-bearing liabilities         10,430,436   110,151      4.20     10,450,538    90,202    3.43
Other sources - net                         2,145,060                          2,032,246
                                            ---------    ------      ----      ---------    ------    ----

Total Sources of Funds                     12,575,496   110,151      3.49     12,482,784    90,202    2.87

Net Interest Spread                                                  4.18                             4.26
Net Interest Income/Margin                              154,682      4.89                  152,020    4.82


</TABLE>
<TABLE>
<CAPTION>

                                                    Three Months Ended June 30,          Nine Months Ended September 30,
                                                             1995                                   1995
Dollars in thousands                                           Income/   Yield/                      Income/    Yield/
                                                   Balance     Expense     Rate           Balance    Expense      Rate
Assets                                                   $           $        %                 $          $         %
<S>                                             <C>            <C>        <C>          <C>           <C>         <C>
Securities held to maturity(2)                     852,398      14,036     6.59           852,998     42,683      6.67
Securities available for sale(2)                 1,411,687      22,942     6.52         1,475,033     72,592      6.57
Money market investments(2)                        289,402       4,363     6.05           326,379     14,414      5.90
Mortgage loans held for sale(2)                    254,491       5,127     8.06           286,659     16,476      7.67
                                                 ---------      ------     ----         ---------    -------      ----
Commercial                                       3,017,662      63,828     8.47         2,968,104    185,349      8.34
Real estate - income property                      802,250      17,132     8.55           784,330     50,510      8.60
Real estate - construction                         182,905       4,420     9.67           181,273     13,207      9.73
Instalment                                       1,967,956      46,104     9.27         1,965,772    137,034      9.27
Bank card                                        1,573,073      45,169    11.36         1,552,637    133,057     11.40
Real estate - mortgage                           2,174,101      41,303     7.60         2,119,047    120,974      7.61
                                                 ---------      ------     ----         ---------    -------      ----
  Total loans - net of unearned(2,3)             9,717,947     217,956     8.94         9,571,163    640,131      8.91
Allowance for loan losses                         (223,544)                              (223,694)
                                                 ---------      ------     ----         ---------    -------      ----
  Loans - net                                    9,494,403                              9,347,469
Cash and due from banks                            764,796                                756,692
Premises and equipment - net                       333,987                                331,066
Customers' liability on acceptances                 12,555                                 10,093
Intangible assets - net                            162,874                                150,541
Foreclosed properties - net                         17,274                                 17,820
Other assets                                       430,914                                419,052
                                                 ---------      ------     ----         ---------    -------      ----
  Total Assets                                   14,024,781                            13,973,802
                                                ===========     ======     =====       ==========    =======      ====
Total Earning Assets                            12,525,925     264,424     8.42        12,512,232    786,296      8.38
                                                ===========     ======     =====       ==========    =======      ====
Liabilities And Shareholders' Equity
Interest checking deposits                       1,868,312      10,489     2.25         1,853,365     30,910      2.23
Money market deposit accounts                    2,482,634      24,183     3.91         2,476,373     71,342      3.85
Regular savings deposits                         1,310,929       9,165     2.80         1,307,059     27,031      2.76
Domestic time deposits                           3,187,239      39,019     4.95         3,130,625    113,322      4.85
Certificates of deposit $100,000 and over           71,068         954     5.38            68,676      2,736      5.33
                                                 ---------      ------     ----         ---------    -------      ----
  Total savings and time deposits(2)             8,920,182      83,810     3.78         8,836,098    245,341      3.72
Demand deposits                                  2,127,089                              2,111,761
                                                 ---------      ------     ----         ---------    -------      ----
  Total deposits                                11,047,271                             10,947,859
Short-term borrowings(2)                           1,156,162      16,620     5.75         1,222,911     51,917      5.67
Long-term debt(2)                                    384,971       8,173     8.49           377,460     24,075      8.50
Liability on acceptances                            12,555                                 10,093
Other liabilities                                  215,704                                210,874
                                                 ---------      ------     ----         ---------    -------      ----
  Total liabilities                             12,816,663                             12,769,197
                                                 ---------      ------     ----         ---------    -------      ----
  Total shareholders' equity                     1,208,118                              1,204,605
                                                 ---------      ------     ----         ---------    -------      ----
Total Liabilities And Shareholders' Equity      14,024,781                             13,973,802
                                                ===========     ======     =====       ==========    =======      ====
Total interest-bearing liabilities              10,461,315     108,603     4.17        10,436,469    321,333      4.12
Other sources - net                              2,064,610                              2,075,763
                                                 ---------      ------     ----         ---------    -------      ----
Total Sources of Funds                          12,525,925     108,603     3.49        12,512,232    321,333      3.44
                                                ===========     ======     =====       ==========    =======      ====
Net Interest Spread                                                        4.25                                   4.26
Net Interest Income/Margin                                     155,821     4.93                      464,963      4.94

</TABLE>


<TABLE>
<CAPTION>

                                                Nine Months Ended September 30,
                                                             1994
Dollars in thousands                                         Income/   Yield/
                                                 Balance     Expense     Rate
Assets                                                 $           $        %
<S>                                           <C>           <C>         <C>
Securities held to maturity(2)                   815,964      41,578     6.78
Securities available for sale(2)               2,338,997     102,470     5.86
Money market investments(2)                      644,374      19,890     4.13
Mortgage loans held for sale(2)                  347,530      18,074     6.93
                                               ---------     -------     ----
Commercial                                     2,775,169     162,556     7.81
Real estate - income property                    787,761      47,841     8.10
Real estate - construction                       224,055      13,311     7.94
Instalment                                     1,686,001     105,272     8.34
Bank card                                      1,074,677      98,150    12.14
Real estate - mortgage                         1,567,938      83,921     7.13
                                               ---------     -------     ----
  Total loans - net of unearned(2,3)           8,115,601     511,051     8.39
Allowance for loan losses                       (226,123)
                                               ---------     -------     ----
  Loans - net                                  7,889,478
Cash and due from banks                          713,490
Premises and equipment - net                     317,034
Customers' liability on acceptances                9,509
Intangible assets - net                          106,474
Foreclosed properties - net                       23,189
Other assets                                     405,446
                                               ---------     -------     ----
  Total Assets                                13,611,485

Total Earning Assets                          12,262,466     693,063     7.54

Liabilities And Shareholders' Equity
Interest checking deposits                     1,862,880      30,690     2.20
Money market deposit accounts                  2,374,481      47,337     2.67
Regular savings deposits                       1,416,851      27,891     2.63
Domestic time deposits                         3,119,026      95,711     4.11
Certificates of deposit $100,000 and over         55,262       1,791     4.34
                                               ---------     -------     ----
  Total savings and time deposits(2)           8,828,500     203,420     3.08
Demand deposits                                2,058,101
                                               ---------     -------     ----
  Total deposits                              10,886,601
Short-term borrowings(2)                       1,206,399      33,190     3.68
Long-term debt(2)                                214,751      13,399     8.32
Liability on acceptances                           9,509
Other liabilities                                200,160
                                               ---------     -------     ----
  Total liabilities                           12,517,420
                                               ---------     -------     ----
  Total shareholders' equity                   1,094,065
                                               ---------     -------     ----
Total Liabilities And Shareholders' Equity    13,611,485

Total interest-bearing liabilities            10,249,650     250,009     3.26
Other sources - net                            2,012,816
                                               ---------     -------     ----
Total Sources of Funds                        12,262,466     250,009     2.73

Net Interest Spread                                                      4.28
Net Interest Income/Margin                                   443,054     4.81


</TABLE>



(1)  Income  and  yields  are  computed  on a  tax-equivalent  basis  using  the
     statutory federal income tax rate exclusive of the alternative  minimum tax
     and nondeductible interest expense.

(2)  Indicates   earning  asset  or interest-bearing liability.

(3)  Nonaccrual  loans are included in the average  loan  balances and income on
     such loans is recognized on a cash basis.

<PAGE>


Signatures



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       Crestar Financial Corporation

                                       -----------------------------
                                             Registrant

Date  November 14, 1995
                                         /s/ JAMES D. BARR
                                       -----------------------------
                                         James D. Barr
                                         Executive Vice President,
                                         Controller and Treasurer