FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ---------------------


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                          Commission file number 0-7638

                         FIRST MICHIGAN BANK CORPORATION
             (Exact name of registrant as specified in its charter)

                    MICHIGAN                         38-2024376
       (State or other jurisdiction of            (IRS Employer
       incorporation or organization)             Identification No.)

                  One Financial Plaza, Holland, Michigan 49423
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (616) 355-9200


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 [ ]

     The number of shares  outstanding of each of the issuers  classes of common
stock, as of the latest  practicable  date:  27,814,229  shares of the Company's
Common Stock ($1 par value) were outstanding as of July 31, 1997.


                                       1
<PAGE>
                                      INDEX

                                                                            Page
                                                                          Number

Part I.               Financial Information (unaudited):

              Item 1.
              Financial Statements                                            3
              Notes to Consolidated Financial Statements                      4

              Item 2.
              Management's Discussion and Analysis of
              Financial Condition and Results of Operations-
              Interim Financial Statements                                    4

Part II.              Other Information

              Item 4.
              Submission of Matters to a Vote of Security Holders            15

              Item 6.
              Exhibits and Reports on Form 8-K                               15

Signatures                                                                   16



                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.         Financial Statements
CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                  June 30,              December 31,            June 30,
                                                                    1997                   1996                  1996
                                                                             (dollars in thousands)
Assets
<S>                                                               <C>                   <C>                   <C> 
  Cash and due from banks                                         $   152,132           $   155,725           $   126,942
  Federal funds sold                                                      200                12,950                 1,450
                                                                                    
     Total cash and cash equivalents                                  152,332               168,675               128,392
  Interest bearing deposits with banks                                  2,163                 1,713                 1,310
  Securities:
    Available-for-sale                                                490,042               465,460               418,194
    Held-to-maturity (market values $247,584,
       $293,593 and $319,723 respectively)                            239,191               284,691               312,374
  Loans                                                             2,692,453             2,499,038             2,345,385
  Allowance for loan losses                                           (35,178)              (31,720)              (30,183)
  Premises and equipment                                               67,967                68,667                69,489
  Other assets                                                         64,185                63,909                59,799
                                                                   ----------            ----------            ----------
     Total assets                                                  $3,673,155            $3,520,433            $3,304,760
                                                                    =========             =========             =========

Liabilities and Shareholders' Equity
Deposits:
  Non-interest bearing                                            $   367,301           $   361,692           $   332,384
  Interest bearing:
    Savings and NOW accounts                                        1,024,757             1,011,153               942,028
    Time                                                            1,652,310             1,643,124             1,565,525
                                                                    ---------             ---------             ---------
     Total deposits                                                 3,044,368             3,015,969             2,839,937
Short-term borrowings                                                 272,268               163,220               168,534
Other liabilities                                                      37,311                37,563                33,532
Long-term debt                                                         29,537                29,537                 4,714
                                                                   ----------            ----------           -----------
     Total liabilities                                              3,383,484             3,246,289             3,046,717
                                                                    ---------             ---------             ---------

Shareholders' equity:
  Preferred stock - no par value; 1,000,000
            shares authorized                                             --                    --                    --
  Common stock - $1 par value; 50,000,000
           shares authorized; issued and outstanding:
           27,812,979, 26,304,157 and 19,736,038
           respectively                                                27,813                26,304                19,736
  Surplus                                                             203,673               163,828               170,902
  Retained earnings                                                    57,672                83,374                69,951
  Securities valuation, net of tax                                        513                   638                (2,546)
                                                                  -----------           -----------           ----------- 
     Total shareholders' equity                                       289,671               274,144               258,043
                                                                    ---------             ---------            ----------
     Total liabilities and shareholders' equity                    $3,673,155            $3,520,433            $3,304,760
                                                                   ==========            ==========            ==========
</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                                              Three months ended                   Six months ended
                                                                   June 30,                            June 30,
                                                            1997               1996               1997              1996
                                                                   (in thousands, except for per share data)
Interest Income
<S>                                                           <C>              <C>                <C>                <C>
  Interest and fees on loans                                  $ 62,960         $ 53,984           $122,170           $106,896
  Interest on securities:
   Taxable                                                       8,705            8,163             17,332             15,494
   Tax-exempt                                                    2,985            3,239              6,104              6,497
  Other interest income                                            140              291                537              1,561
     Total interest income                                      74,790           65,677            146,143            130,448
                                
Interest Expense
  Interest on deposits                                          32,245           29,213             64,242             59,039
  Interest on short-term borrowings                              3,321            1,721              5,484              3,175
  Interest on long-term debt                                       518              122              1,017                255
                                                     
     Total interest expense                                     36,084           31,056             70,743             62,469
                                                       

Net Interest Income                                             38,706           34,621             75,400             67,979
  Provision for loan losses                                      4,449            2,317              7,937              4,689
                                                    
    Net interest income after provision for loan losses         34,257           32,304             67,463             63,290
                                                             
Non-Interest Income
  Service charges on deposits                                    3,877            3,562              7,447              6,816
  Trust income                                                   2,302            1,996              4,576              4,016
  Other operating income                                         4,851            3,275              9,532              6,608
  Securities gains (losses)                                         --             (100)               121                (84)
                                                     
     Total non-interest income                                  11,030            8,733             21,676             17,356
                                                     
Non-Interest Expense
  Salaries and employee benefits                                16,067           14,524             31,409             29,182
  Occupancy                                                      1,778            1,772              3,679              3,613
  Equipment                                                      1,915            1,737              3,755              3,401
  Other operating                                                9,921            8,878             19,763             17,248
                                                        
     Total non-interest expense                                 29,681           26,911             58,606             53,444
                                                          

Income Before Income Taxes                                      15,606           14,126             30,533             27,202
  Income taxes                                                   4,549            3,925              8,747              7,422
                                                     
Net Income                                                  $   11,057           $ 10,201         $   21,786              $ 19,780
                                                       
Net income per share                                              $.39             $.36               $.77               $.70
Cash dividends declared per share                                  .18              .15                .35                .29

Average shares outstanding (in thousands)                       28,313           28,164             28,270             28,124
</TABLE>
See accompanying notes to financial statements.

                                       4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
<TABLE>
                                                                                              Six months ended June 30,
                                                                                          1997                       1996
Cash Flows From Operating Activities
<S>                                                                                      <C>                     <C>
  Net income                                                                             $  21,786               $  19,780
                                                                                          --------                --------
  Adjustments to reconcile net income to net cash provided by
      operating activities:

    Provision for loan losses                                                                7,937                   4,689
    Origination of loans for sale in secondary market                                      (94,484)               (125,472)
    Proceeds from sale of loans                                                             95,078                 126,144
    Gain on sale of loans                                                                     (594)                   (672)
    Origination of mortgage servicing rights                                                  (774)                     --
    Realized securities (gains) losses                                                        (121)                     84
    Provision for depreciation, amortization and accretion                                   4,048                   1,236
    Deferred income taxes                                                                     (435)                   (737)
    Increase in interest receivable                                                           (643)                   (193)
    Increase (decrease) in interest payable                                                    572                    (847)
    Other - net                                                                              1,111                    (539)
                                                                                          --------                --------
      Total adjustments                                                                     11,695                   3,693
                                                                                           -------                 -------
       Net cash provided by operating activities                                            33,481                  23,473
                                                                                           -------                 -------
Cash Flows From Investing Activities
Net (increase) decrease in interest bearing deposits with banks                               (450)                  4,051
Purchase of securities available-for-sale                                                  (92,998)               (189,209)
Proceeds from sales of securities available-for-sale                                        33,681                  27,906
Proceeds from maturities and prepayments of securities available-for-sale                   32,208                  68,137
Purchase of securities held-to-maturity                                                     (1,783)                 (6,959)
Proceeds from maturities and prepayments of securities
  held-to-maturity                                                                          50,247                  43,984
Net increase in loans                                                                     (197,743)               (130,677)
Purchase of premises and equipment and other assets                                         (4,570)                 (6,139)
                                                                                          --------                --------
    Net cash used in investing activities                                                 (181,408)               (188,906)
                                                                                           -------                 -------
Cash Flows From Financing Activities
Net increase in non-interest bearing demand, savings and NOW deposit accounts               19,212                  43,262
Net increase (decrease) in time deposits                                                     9,187                 (17,065)
Net increase in short-term borrowings                                                      109,048                  34,211
Repayment of long-term debt                                                                     --                    (964)
Cash dividends and fractional shares                                                        (9,528)                 (7,696)
Proceeds from sales of stock                                                                 3,665                   2,928
Common stock repurchased                                                                        --                  (6,119)
                                                                                       -----------
    Net cash provided by financing activities                                              131,584                  48,557
                                                                                           -------                 -------
Decrease in Cash and Cash Equivalents                                                      (16,343)               (116,876)
Cash and Cash Equivalents, beginning of period                                             168,675                 245,268
                                                                                           -------                 -------
Cash and Cash Equivalents, end of period                                                  $152,332                $128,392
                                                                                           =======                 =======
</TABLE>
See accompanying notes to financial statements.

                                       5
<PAGE>
Notes to Consolidated Financial Statements
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

1.   In the opinion of  management of the Company,  the  unaudited  consolidated
     financial statements  contained herein include all adjustments  (consisting
     of  only  normal  recurring  accruals)  necessary  to  present  fairly  the
     consolidated  financial  position of the Company as of June 30, 1997,  June
     30, 1996 and December 31, 1996 and  consolidated  results of operations for
     the three months and six months ended June 30, 1997 and 1996.

2.   The results of  operations  for the three  months and six months ended June
     30, 1997 are not  necessarily  indicative of the results to be expected for
     the full year.

3.   The accompanying unaudited consolidated financial statements should be read
     in  conjunction  with  the  Notes  to  Consolidated   Financial  Statements
     contained  in the  Registrant's  Form 10-K for the year ended  December 31,
     1996.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The  following is a discussion of the  Company's  results of operations  for the
three  months and six months  ended June 30,  1997 and 1996,  and also  provides
information  relating  to the  Company's  financial  condition,  focusing on its
liquidity and capital resources.

On May 5, 1997, the Company and Huntington Bancshares  Incorporated,  a Maryland
corporation and a registered bank holding company  ("Huntington"),  entered into
an Agreement and Plan of Merger and a Supplemental Agreement (collectively,  the
"Merger").  A special  meeting is scheduled  for  September 9, 1997 at which the
Company's  shareholders  will  vote on the  proposed  Merger.  If the  Merger is
approved, each outstanding share of the Company's common stock will be converted
into 1.155 shares of Huntington  common stock.  The Merger is conditioned  upon,
among other things,  approval by a two-thirds  majority vote of the shareholders
of both Huntington and the Company, and receipt of certain regulatory approvals.

Net income of  $11,057,000  for the three months  ended June 30, 1997  increased
8.4% from the  $10,201,000  earned  during the three months ended June 30, 1996.
Earnings  per share for the second  quarter  1997 were $.39  versus $.36 for the
same period in 1996.  The  increase in earnings  is  primarily  attributable  to
improvements in net interest income and non-interest income. Offsetting this, in
part, was an increase in non-interest  expense and increased  provision for loan
losses. These changes are addressed in the analyses that follow.
<TABLE>
Net Interest Income                                    Second Quarter                      Year-to-date
(in thousands)                                    1997             1996                 1997          1996
                                                --------       --------               --------      --------
<S>                                             <C>            <C>                    <C>           <C>
Interest income                                 $ 74,790       $ 65,677               $146,143      $130,448
Interest expense                                  36,084         31,056                 70,743        62,469
                                                 -------        -------               --------      --------
Net interest income                             $ 38,706       $ 34,621               $ 75,400      $ 67,979
                                                 =======        =======                =======       =======
</TABLE>
The Company's  second quarter 1997 net interest income of $38,706,000  increased
by  $4,085,000  (11.8%) when  compared with the same period of 1996. As shown in
the following  table, in the second quarter of 1997 the rate on interest earning
assets at 9.02%  increased 17 basis points from the year-ago

                                       6
<PAGE>
period,  while the rate for  interest  bearing  liabilities  increased  19 basis
points from 4.71 to 4.90. These changes resulted in a decrease of 2 basis points
in the interest spread for the comparative  second  quarter.  Year-to-date,  the
Company's  net interest  spread  declined by only 1 basis  point,  while its net
interest  margin  decreased  from 4.71% to 4.70%.  The  following  table shows a
comparison of average volumes,  effective  yields earned,  and rates paid during
the comparable periods.



                                       7
<PAGE>
<TABLE>
                                     TABLE 1
                  INTEREST EARNING ASSETS AND INTEREST BEARING
                         LIABILITIES BY MAJOR CATEGORIES
                             June 30, 1997 and 1996

                                               -----------------------Second Quarter Averages----------------------

                                                             Volumes In Thousands                    Yield Earned/
                                                                  of Dollars                           Rate Paid

                                                           1997                1996              1997               1996
                                                           ----                ----              ----               ----
<S>                                                  <C>                 <C>                    <C>                <C>
Interest Earning Assets
 Loans                                               $2,647,250          $2,296,308              9.56%              9.47%
 Securities:
  Taxable                                               545,710             531,790              6.35               6.11
  Tax-exempt                                            191,343             205,869              9.30               9.39
 Short-term investments                                  10,504              21,075              5.35               6.11
                                                    -----------         -----------
   Total interest earning assets                      3,394,807           3,055,042              9.02               8.85
                                                      ---------           ---------
Interest Bearing Liabilities
 Savings deposits                                     1,026,956             930,453              3.26               2.84
 Time deposits                                        1,648,251           1,555,454              5.81               5.86
 Short-term borrowings                                  246,505             158,837              5.40               4.35
 Long-term debt                                          29,537               4,959              7.01               9.87
                                                    -----------         -----------
   Total interest bearing liabilities                 2,951,249           2,649,703              4.90               4.71
                                                      ---------           ---------
Interest spread                                     $   443,558         $   405,339              4.12%              4.14%
                                                     ==========          ==========              ====               ====
Net interest income margin                                                                       4.75%              4.77%
                                                                                                 ====               ====
</TABLE>
<TABLE>
                                              --------------------------Year-to-date Averages-----------------------

                                                             Volumes In Thousands                       Yield Earned/
                                                                   of Dollars                             Rate Paid
                                                           1997                1996              1997               1996
                                                           ----                ----              ----               ----
Interest Earning Assets
<S>                                                  <C>                 <C>                     <C>                <C>
 Loans                                               $2,595,951          $2,266,706              9.50%              9.50%
 Securities:
  Taxable                                               546,144             508,279              6.32               6.07
  Tax-exempt                                            196,413             206,341              9.29               9.38
 Short-term investments                                  20,677              57,276              5.24               5.48
                                                    -----------         -----------
   Total interest earning assets                      3,359,185           3,038,602              8.94               8.84
                                                      ---------           ---------
Interest Bearing Liabilities
 Savings deposits                                     1,016,514             917,190              3.20               2.84
 Time deposits                                        1,671,155           1,570,401              5.80               5.90
 Short-term borrowings                                  210,002             148,417              5.24               4.29
 Long-term debt                                          29,537               5,212              6.89               9.80
                                                    -----------         -----------
   Total interest bearing liabilities                 2,927,208           2,641,220              4.87               4.76
                                                      ---------           ---------
Interest spread                                     $   431,977         $   397,382              4.07%              4.08%
                                                     ==========          ==========              ====               ====
Net interest income margin                                                                       4.70%              4.71%
                                                                                                 ====               ====
</TABLE>
Average yields in the above table have been adjusted to a tax-equivalent  basis,
and are computed using amortized cost for the securities portfolio. Non-accruing
loans are not  significant  for the periods  presented  and are  included in the
average loan volumes above.

                                       8
<PAGE>
Interest Earning Assets/Interest Income
Interest income for the second quarter of 1997 increased $9,113,000 (13.9%) from
the second  quarter of 1996.  This is due to an 11.1% increase in average volume
of earning  assets  during the second  quarter 1997 versus 1996 and the 17 basis
point  improvement  in the average  yield on earning  assets  from the  year-ago
quarter as indicated in the previous table. All of the increase in the volume of
average  earning  assets is due to the  growth in the loan  portfolios.  Average
quarterly  volumes  in the loan  portfolios  increased  15.3%  from those of the
second quarter 1996. While average mortgage volume remained constant, commercial
and installment loans showed strong average volume percentage increases of 28.4%
and 12.4% respectively versus the prior year period averages. Rates increased in
each loan category  resulting in the 9 basis point loan yield  improvement  and,
with the volume growth  confined to loans,  drove the overall asset yield up the
17 basis points.

With the  above  increasing  loan  demand,  the  average  volume  of  investment
securities remained relatively  unchanged from quarter to quarter.  Increases in
the overall  taxable  portfolio  yield between the periods reflect the generally
rising  market of  investment  security  yields during the last year as maturing
securities were generally reinvested at slightly higher rates.

For the six months period the overall  average yield on the loan  portfolios was
unchanged at 9.50%.  The ten basis point  improvement in the total earning asset
yield through June 30, 1997 is due to an increasing proportion of earning assets
represented by higher yielding loans.

Interest Bearing Liabilities/Interest Expense
The average volume of interest  bearing  liabilities  increased by  $301,546,000
when compared to the second quarter 1996. The dollar volume  increase was fairly
evenly  distributed  between  savings  deposits,  time  deposits and  short-term
borrowed  funds,  as the total of all categories  increased  11.4%.  The average
savings  deposit and short-term  borrowing  volume  increases,  10.4% and 55.2%,
respectively,  coupled  with  the  higher  rates  paid on these  categories  are
primarily  responsible  for the higher overall rate of costing funds. As part of
short-term  borrowings,  Federal Home Loan Bank  advances  have been a source of
increased  funding for the Company.  The impact of the above combined volume and
rate  increases  was  mitigated  somewhat by the decline in time deposit  rates,
particularly in the twelve month and longer  categories.  Time deposits in total
increased by only 6.0%.  The average rate on long term debt  reflects a decrease
with the  August  1996  conversion  of a  stand-by  loan to a term loan  bearing
interest at  seven-tenths  of a percent over the daily federal  funds rate.  The
overall rate on quarterly  average  interest  bearing  liabilities  increased 19
basis points to 4.90% in this quarter from the second  quarter 1996 average rate
of 4.71%.

Asset/Liability Management
The Company maintains an  asset/liability  management process whereby strategies
are developed and  implemented  to maintain the proper level of liquidity  while
maximizing net interest  income and minimizing the impact on earnings from major
interest rate changes.  Particular attention is placed on the Company's interest
sensitivity,  which is the degree net interest income is affected by a change in
market interest rates. Monitoring the balance of assets and liabilities that are
rate  sensitive  within  90 days and one  year is a  continuing  aspect  of this
process. When a cumulative rate sensitive ratio of 1.00 is maintained,  both the
interest  income and the  interest  expense  increase  or decline in tandem with
changes in market  interest  rates,  with the net interest income of the Company
not changing significantly as a direct result.

Liquidity  is  monitored  in  order  to meet the  needs  of  customers,  such as
depositors  withdrawing funds or borrowers requesting funds to meet their credit
needs. The Company's current internal and external sources of funds are adequate
to meet its liquidity needs.

                                       9
<PAGE>
Deposit gathering is a principal source of funds for the Company. Development of
consumer deposits is achieved by paying  competitive rates and by maintaining an
active  marketing  program.  Larger  certificates  of deposit,  issued to public
authorities  and the private sector,  also provide an important  source of funds
for the Company.  These  certificates  of deposit are purchased  primarily  from
within the Company's market areas and are considered a reliable source of funds.
The Company also purchases  brokered  certificates of deposit (CDs) from time to
time for varying periods of up to three years. Such purchases,  when they occur,
are made within established Company guidelines.  Current balances amount to less
than $17,000,000.

Another principal source of funds derives from routine payments on loans and the
maturities of loans and securities.  Externally,  the Company has the ability to
enter the federal funds market as a purchaser to meet daily liquidity  needs. In
addition,  the Company has the ability to enter into funding  arrangements  with
other financial institutions.
<TABLE>
Allowance for Loan Losses                                 Second Quarter                      Year-to-Date
(in thousands)                                           1997             1996               1997       1996
                                                       -------          -------            -------     -------
<S>                                                   <C>               <C>                <C>         <C>
Balance, at beginning of period                       $32,884           $29,253           $31,720       $28,031
Provision for loan losses                               4,449             2,317             7,937         4,689
Loans charged-off                                      (2,662)           (1,748)           (5,427)       (3,755)
Recoveries of loans previously charged-off                507               361               948         1,218
                                                     --------            -------          -------        ------
Balance, at end of period                             $35,178           $30,183           $35,178       $30,183
                                                       ======            ======            ======        ======
</TABLE>
The provision for loan losses increased $2,132,000 for the second quarter versus
the 1996 period. The increased  provision in the second quarter 1997 versus 1996
is necessitated by both the growth in the ending loan portfolio  balance as well
as the net charge-off experience between the respective quarters.  Loan balances
have increased by 14.8% from June 30, 1996 to June 30, 1997.

In assessing the adequacy of the loan loss allowance,  management considers many
factors,  including  changes in the type and volume of the loan portfolio,  past
loan loss  experience,  existing and anticipated  economic  conditions and other
factors that might be pertinent.  The amount actually provided in any period may
be more or less than actual net loan charge-offs for that period.  The allowance
for loan  losses as a  percent  of loans at June 30,  1997 is 1.31%,  up 4 basis
points from the 1.27% ratio at December 31, 1996.

Net charge-offs in the second quarter 1997 increased by $768,000 compared to the
second  quarter 1996. The amount  charged-off,  while higher than the comparable
prior year quarter, has stabilized or decreased when compared to the most recent
two quarters.  Net charge-offs as a percent of average loans outstanding  during
the quarter were .33% for the second  quarter of 1997 and .24% in the comparable
1996 period. This ratio is within the range of management's  expectations and is
considered a reflection of the Company's prudent lending practices. Non-accrual,
past due 90 day and renegotiated  loans,  along with other real estate, in total
were  .56% and .63% of total  loans  outstanding  at June 30,  1997 and June 30,
1996,  respectively.  The Company  compares  favorably with the banking industry
nationwide in these credit ratios.

Following are the balances  constituting the  nonperforming  assets and loans 90
days past due and still accruing as of the end of the respective periods.

                                       10
<PAGE>
<TABLE>
                                                               June 30,
                                                         1997          1996
                                                             (in thousands)
<S>                                                      <C>           <C>
Non-accrual loans                                        $7,560        $6,841
Renegotiated loans                                        1,243         1,168
Other real estate owned                                     565         1,493
                                                         ------         -----
   Total nonperforming assets                            $9,368        $9,502
                                                          =====         =====

Loans 90 days past due                                   $5,782        $5,235
                                                          =====         =====
</TABLE>
<TABLE>
Non-interest Income                                         Second Quarter                     Year-to-date
(in thousands)                                           1997           1996               1997            1996
                                                        -------       -------            -------           -----
<S>                                                     <C>            <C>                <C>              <C>
  Total                                                 $11,030        $8,733             $21,676          $17,356
                                                         ======         =====              ======           ======
</TABLE>
Non-interest  income,  which includes service charges on deposit accounts,  loan
fees,  trust  and  investment   management  fees,  other  operating  income  and
securities  transactions,  increased  $2,297,000 (26.3%) during the three months
ended June 30, 1997 compared to the same period in 1996.  Increases were seen in
most major  categories of  non-interest  income.  The largest of these increases
included  investment  products  revenues of  $505,000,  other loan and letter of
credit fees of  $397,000,  service  charges on deposits of  $315,000,  trust and
investment management fees of $306,000 and title insurance revenues of $219,000.
These  improvements  can be  attributed  to factors that  include the  Company's
emphasis on  expanding  existing and new  customer  relationships  by offering a
variety  of  investment  alternatives,  standardization  of  service  charge fee
schedules and procedures  beginning in 1996, and the growth in employee  benefit
and personal trust  balances under  management.  Smaller  improvements  in other
categories  offset by a decline in mortgage  banking income of $589,000,  due to
lower gains on loan sales,  resulted in the net overall  $1,576,000  increase in
other operating income.
<TABLE>
Non-interest Expense                             Second Quarter                        Year-to-date
(in thousands)                                1997           1996                  1997            1996
                                             -------       -------               -------          ------
<S>                                          <C>           <C>                  <C>              <C>
  Total                                      $29,681       $26,911              $58,606          $53,444
                                              ======        ======               ======           ======
</TABLE>
Non-interest  expense  increased  $2,770,000  (10.3%) when  comparing the second
quarter of 1997 with 1996. Of the total non-interest expense increase,  salaries
and benefits,  up by 10.6%,  constituted  the  majority.  Full time staffing has
increased with growth in the volume of lending and deposit gathering activities.
Other factors included increases in performance based and incentive compensation
with the increased emphasis on sales of alternative investment products, as well
as the annual merit increases  which  approximated  4.5% from 1996  compensation
levels.  Reduction in the cost of employee insurance and miscellaneous  benefits
virtually  offset the  increase in payroll tax cost  associated  with the higher
compensation expense.

Other  operating  expense  increases  occurred  in  advertising  and  promotion,
software support, loan processing,  and printing and supplies due, primarily, to
the advancement of the Company's retail strategies.

Equipment  expense  increases,  primarily  in  depreciation,   result  from  the
investment in data processing  systems  associated  with the Company's  enhanced
retail delivery efforts.
<TABLE>
Income Tax Expense                               Second Quarter                    Year-to-date
(in thousands)                                 1997          1996                1997          1996
                                              ------        ------              ------        ------
<S>                                           <C>           <C>                 <C>           <C>   
  Total                                       $4,549        $3,925              $8,747        $7,422
                                               =====         =====               =====         =====
</TABLE>

                                       11
<PAGE>
Fluctuations in income tax expense result primarily from changes in the level of
profitability  and  variations  in the amount of  tax-exempt  income.  The 10.5%
increase in pre-tax income and the decline in tax-exempt income of approximately
$223,000 account for the increased income tax expense between the two quarters.

Capital
Following is a statement of changes in  shareholders'  equity,  restated for the
acquisition of Arcadia on a pooling of interests basis, for the six month period
ended June 30, 1997 (in thousands):
<TABLE>
  <S>                                                                                         <C>
  Shareholders' Equity at December 31, 1996                                                   $274,144
  Net income                                                                                    21,786
  Shares issued upon exercise of employee stock option plans                                       824
  Shares issued under dividend reinvestment and employee and director
     stock purchase plans                                                                        2,841
  Dividends to shareholders                                                                     (9,799)
  Change in securities valuation, net of tax                                                      (125)
                                                                                             ---------
  Shareholders' Equity at June 30, 1997                                                       $289,671
                                                                                               =======
</TABLE>
The Company issued a 5% stock dividend on May 31, 1997 to shareholders of record
April 30, 1997. Accordingly,  the balances that constitute  shareholders' equity
as reflected  in the June 30, 1997  balance  sheet,  have been  reclassified  at
market value to reflect the  additional  common  shares  issued,  an increase to
surplus and an offsetting reduction to retained earnings.

Shareholder's equity is the Company's principal capital base and it is important
that it  increase  along with the growth in total  assets in order for  adequate
capital ratios to be maintained. The ratio of equity to total assets at June 30,
1997 was 7.9%, up slightly from 7.8% at December 31, 1996.

The Federal  Reserve Board provides  guidelines  for the  measurement of capital
adequacy of bank holding  companies.  The Company's  capital,  as adjusted under
these  guidelines,  is referred to as risk-based  capital.  The Company's Tier 1
risk-based  capital  ratio at June 30, 1997 is 9.59%,  and the total  risk-based
capital  ratio  is  10.88%.  Minimum  regulatory  Tier 1  risk-based  and  total
risk-based  capital ratios under the Federal Reserve Board guidelines are 4% and
8% respectively.

These same  capital  ratios  are  applied  at the  subsidiary  bank level by the
Federal Deposit  Insurance  Corporation under which a  well-capitalized  bank is
defined  as one  with at  least a 10%  risk-based  capital  level.  All  Company
subsidiary banks met this definition at June 30, 1997 and December 31, 1996.

The capital guidelines also provide for a standard to measure risk-based capital
to total  assets.  This is  referred to as the  leverage  ratio.  The  Company's
leverage ratio at June 30, 1997 is 7.80%. The minimum standard leverage ratio is
3%, and virtually all financial  institutions  subject to these requirements are
expected to maintain a leverage  ratio of 1 to 2 percentage  points above the 3%
minimum.

In  addition  to  shareholders'  equity,  the  Company  had  long-term  debt  of
$29,537,000 at June 30, 1997 and at December 31, 1996.

New Accounting Pronouncements
In February  1997,  the FASB issued SFAS No.  128,  "Earnings  Per Share."  This
Statement  establishes standards for computing and presenting earnings per share
("EPS") and simplifies the standards

                                       12
<PAGE>
previously  found in APB  Opinion  15,  "Earnings  Per  Share,"  which  has been
superseded.  It replaces the  presentation  of "primary" and "fully diluted" EPS
with a presentation  of "basic" and "diluted"  EPS. Basic EPS excludes  dilution
and is computed by  dividing  net income  available  to common  shareholders  by
weighted-average number of common shares outstanding for the period. Diluted EPS
is computed  similarly to fully diluted EPS pursuant to APB No. 15. SFAS No. 128
is effective  for the Company for both interim and annual  periods  ending after
December  15,  1997,  and  requires  restatement  of all  prior-period  EPS data
presented.  Earlier application is not permitted. Had SFAS No. 128 been required
to be implemented for the periods  presented,  the effect on EPS would have been
insignificant.

                                       13
<PAGE>
PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
The Registrant's  annual meeting of shareholders was held on April 15, 1997. The
shareholders  voted on the  election of  directors  and on two  proposals  1) to
approve the First Michigan Bank Corporation Stock  Compensation  Plan, and 2) to
approve the First Michigan Bank Corporation 1997 Directors' Stock Option Plan.

Following  are the  directors  elected for terms as indicated and the results of
ballots cast for each.
<TABLE>
                                                                                 Shares voted
                                 Term          Shares voted "For"           "Withhold Authority"
<S>                            <C>               <C>                                <C>
Doyle A. Hayes                 3 years           21,589,203                         161,289
Donald W. Maine                3 years           21,558,009                         192,483
Jack H. Miller                 3 years           21,587,804                         162,688
David M. Ondersma              3 years           21,604,270                         146,222
Ronald J. Bieke                3 years           21,512,139                         238,353
</TABLE>
The following directors continue in office:  Roger A. Andersen,  James H. Bloem,
David M.  Cassard,  Robert J.  Kapenga,  Meriam B. Leeke,  John W.  Spoelhof and
Stephen A. Stream.

Following  are the results of shares  voted on the proposal to approve the First
Michigan Bank Corporation Stock Compensation Plan.

Shares voted for                16,438,369
Shares voted against             1,848,811
Shares abstaining                  600,869

Following  are the  results of the shares  voted on the  proposal to approve the
First Michigan Bank Corporation 1997 Directors' Stock Option Plan.

Shares voted for                15,938,633
Shares voted against             2,761,020
Shares abstaining                  746,307


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits.
       See exhibit index on page 16.

(b)  Reports on Form 8-K
       Report on  Form 8-K was  filed on May 9, 1997  pursuant to the  Company's
       definitive  agreement to merge with Huntington  Bancshares,  Incorporated
       dated May 5, 1997.

                                       14
<PAGE>
                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997 to be signed on its behalf by the undersigned  hereunto duly
authorized.




                                        FIRST MICHIGAN BANK CORPORATION


                                        /s/ Larry D. Fredricks
                                        Larry D. Fredricks
                                        (Executive Vice President and Chief
                                             Financial Officer)



                                        /s/ William F. Anderson
                                        William F. Anderson
                                        (Vice President and Controller)




DATE:   August 13, 1997

                                       15
<PAGE>
                                  EXHIBIT INDEX



The following exhibits are filed herewith.



  Exhibits                                                                 Page


   (11)       Computation of Earnings Per Share                              17

   (27)       Financial Data Schedule                                        18


                                       16
<PAGE>
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE

<TABLE>
                                                                       Three Months                Six months
                                                                       ended June 30,            ended June 30,
                                                                      1997        1996         1997          1996
                                                                          (in thousands, except per share amounts)
<S>                                                                  <C>         <C>          <C>           <C>
Average shares outstanding                                           27,793.1    27,710.6     27,740.5      27,691.6

Net effect of the assumed exercise of 
  stock options (based on the treasury stock
  method using higher of either ending or average)                      519.9       453.1        529.9         432.0
                                                                   ----------  ----------    ---------     ---------
     Total shares                                                    28,313.0    28,163.7     28,270.4      28,123.6
                                                                     ========    ========     ========      ========
  Net income                                                         $ 11,057    $ 10,201     $ 21,786     $  19,780
                                                                     ========    ========     ========     =========
  Per share amount                                                     $  .39      $  .36       $  .77        $  .70
                                                                       ======      ======       ======        ======
</TABLE>

                                       17