===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

     [X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the fiscal year ended December 31, 1995

     [ ]  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:  0-16444

                      SHORELINE FINANCIAL CORPORATION
          (Exact name of registrant as specified in its charter)

                   MICHIGAN                            38-2758932
         (State or other jurisdiction     (I.R.S. Employer Identification No.)
       of incorporation or organization)

              823 RIVERVIEW DRIVE
            BENTON HARBOR, MICHIGAN                     49022
   (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code:  (616) 927-2251

        Securities registered pursuant to Section 12(g) of the Act:

                               Common Stock
                              (Title of Class)

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]





State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filing.

       Aggregate Market Value as of February 29, 1996:  $102,438,726

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

     Common Stock outstanding at February 29, 1996:  5,253,268 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1995, are incorporated by reference in Part II.

Portions of the registrant's definitive Proxy Statement for its May 1,
1996, annual meeting of shareholders are incorporated by reference in Part
III.
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                                  PART I

ITEM 1.   BUSINESS

GENERAL

     Shoreline Financial Corporation ("Shoreline" or the "Corporation") is
a bank holding company.  Shoreline had assets at December 31, 1995,
totaling $671.2 million, deposits of $592.3 million and shareholders'
equity of $64.4 million.

     Shoreline's business is concentrated exclusively in the commercial
banking industry segment. Shoreline Bank offers individuals, businesses,
institutions and government agencies a full range of commercial banking
services, including:

          -    Time, savings and demand deposits

          -    Commercial, consumer and real estate financing

          -    Bank credit cards

          -    Trust services

          -    Investment services

          -    Safe deposit services

          -    Automated transaction machine services

          -    Electronic and telephone banking services

          -    Other banking services

     The business of Shoreline is mildly seasonal due to the recreational
and agricultural components of the local economy.  No material part of the
business of Shoreline and Shoreline Bank is dependent upon a single
customer or very few customers, the loss of which would have a materially
adverse effect on Shoreline.

     The principal markets for Shoreline's financial services are the
Michigan communities in which Shoreline Bank is located and the areas
immediately surrounding these communities. Shoreline and Shoreline Bank
serve these markets through 24 offices located in and around these
communities.  Shoreline and Shoreline Bank have no material foreign assets
or income.





                       -2-
     On December 9, 1995, the Corporation purchased and assumed from Old
Kent Bank certain assets and liabilities associated with its branch located
in Adamsville, Michigan.  This branch had deposits totaling approximately
$10.2 million.

     The principal source of revenue for Shoreline and Shoreline Bank is
interest and fees on loans. On a consolidated basis, interest and fees on
loans accounted for 73.7% of total revenues in 1995, 73.2% in 1994 and
70.7% in 1993.  Interest on investment securities accounted for 17.4% of
Shoreline's total revenues in 1995, 16.2% in 1994 and 17.8% in 1993.

     Shoreline and Shoreline Bank employed approximately 320 persons at
December 31, 1995.

COMPETITION

     The business of banking is highly competitive.  Banks face significant
competition from other commercial banks and, in some product lines, saving
and loan associations, credit unions, finance companies, insurance
companies and investment and brokerage firms.  The principal methods of
competition for financial services are price (interest rates paid on
deposits, interest rates charged on borrowings and fees charged for
services) and the convenience and quality of services rendered to
customers.

SUPERVISION AND REGULATION

     Banks and bank holding companies are extensively regulated.  Shoreline
Bank is chartered under state law and is supervised, examined and regulated
by both the Financial Institutions Bureau of the Michigan Department of
Commerce and the Federal Deposit Insurance Corporation ("FDIC").  Shoreline
is regulated by the Federal Reserve System.  The business activities of
Shoreline Bank are significantly limited in a number of respects by federal
and state laws governing banks.  Deposits of Shoreline Bank are insured by
the FDIC to the extent provided by law.  Prior approval of the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"), and in
some cases various other government agencies, will be required for
Shoreline to acquire control of any additional banks or other operating
subsidiaries.

     Shoreline is a legal entity separate and distinct from Shoreline Bank. 
There are legal limitations on the extent to which Shoreline Bank can lend
or otherwise supply funds to Shoreline.  In addition, payment of dividends
to Shoreline by Shoreline Bank is subject to various state and federal
regulatory limitations.

     Under Federal Reserve Board policy, Shoreline is expected to act as a
source of financial strength to Shoreline Bank and to commit resources to
support it.  Under federal law, the FDIC also has authority to impose


                       -3-
special assessments on insured depository institutions to repay FDIC
borrowings from the United States Treasury or other sources and to
establish semiannual assessment rates on Bank Insurance Fund ("BIF") member
banks to maintain the BIF at the designated reserve ratio required by law.

     Banks are subject to a number of federal and state laws and
regulations which have a material impact on their business.  These include,
among others, state usury laws, state laws relating to fiduciaries, the
Truth in Lending Act, the Truth in Savings Act, the Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Expedited Funds
Availability Act, the Community Reinvestment Act, electronic funds transfer
laws, redlining laws, antitrust laws, environmental laws and privacy laws. 
The instruments of monetary policy of authorities such as the Federal
Reserve Board may influence the growth and distribution of bank loans,
investments and deposits, and may also affect interest rates on loans and
deposits.  These policies may have a significant effect on the operating
results of banks.

     The nature of the business of Shoreline Bank is such that it holds
title, on a temporary or permanent basis, to a number of parcels of real
property.  These include properties owned for branch offices and other
business purposes as well as properties taken in or in lieu of foreclosure
to satisfy loans in default.  Under current state and federal laws, present
and past owners of real property are exposed to liability for the cost of
clean up of contamination on or originating from those properties, even if
they are wholly innocent of the actions that caused the contamination. 
These liabilities can be material and can exceed the value of the
contaminated property.

     Under the Riegel-Neal Interstate Banking and Branching Efficiency Act
of 1994 ("IBBEA"), a bank holding company now may make certain interstate
acquisitions even if state law would otherwise prohibit it.  Starting June
1, 1997, a bank may make certain interstate acquisitions unless one of the
states has enacted legislation prohibiting interstate bank acquisitions. 
An interstate acquisition may occur earlier if the states of the buying and
selling banks both have enacted laws permitting interstate acquisitions by
all out-of-state banks.  IBBEA also permits a bank to establish a DE NOVO
branch in another state if the state has a law expressly permitting all
out-of-state banks to establish DE NOVO branches in that state.  In
November 1995, Michigan enacted legislation permitting a Michigan bank to
sell one or more of its branches to an out-of-state bank if that bank's
state law permits a Michigan bank to purchase branches of banks located
into that state.  The Michigan legislation also permits a Michigan bank to
purchase one or more branches of an out-of-state bank, but the Michigan
bank must receive the approval of the Financial Institutions Bureau of the
State of Michigan before operating the purchased branch or branches.





                       -4-
     Additional statistical information describing the business of
Shoreline appears on the following pages and in Management's Discussion and
Analysis of Financial Condition and Results of Operations incorporated by
reference in Item 7 and the Selected Financial Data incorporated by
reference in Item 6.

AVERAGE CONSOLIDATED BALANCE SHEETS/INTEREST RATES

The following table presents interest income from average earning assets,
expressed in dollars and yields on a fully tax equivalent basis at 34%, and
interest expense on average interest-bearing liabilities expressed in dollars
and rates.
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31 (IN THOUSANDS)          1995                             1994                            1993
                                    AVERAGE              AVERAGE    AVERAGE               AVERAGE    AVERAGE               AVERAGE
                                    BALANCE   INTEREST     RATE     BALANCE    INTEREST     RATE     BALANCE    INTEREST     RATE
<S>                               <C>         <C>         <C>      <C>         <C>         <C>      <C>         <C>        <C>
INTEREST-EARNING ASSETS
 Federal funds sold                $ 15,270    $   892     5.84%    $ 13,766    $   571     4.15%    $ 15,799    $   468     2.96%
 Securities:
   Taxable                           99,814      6,774     6.79%      91,497      5,038     5.51%      86,375      5,119     5.93%
   Tax-exempt <F2>                   43,924      4,040     9.20%      42,808      4,079     9.53%      41,004      4,408    10.75%
 Loans - net of unearned
   income <F1><F2>                  447,329     40,760     9.11%     428,478     35,809     8.36%     385,138     32,148     8.35%
   Total interest-earning
     assets                         606,337     52,466     8.65%     576,549     45,497     7.89%     528,316     42,143     7.98%
NON-EARNING ASSETS
 Cash and due from banks             27,337                           28,864                           28,075
 Other assets                        20,404                           20,786                           18,062
 Allowance for loan losses           (6,309)                          (5,769)                          (5,182)
   Total assets                    $647,769                         $620,430                         $569,271
INTEREST-BEARING LIABILITIES
 Demand deposits                   $ 70,587      1,745     2.47%    $ 59,816        877     1.47%    $ 59,255      1,169     1.97%
 Savings deposits                   183,480      7,113     3.88%     183,885      5,549     3.02%     153,033      4,262     2.79%
 Time deposits                      254,338     14,594     5.74%     248,522     11,950     4.81%     239,789     11,809     4.92%
 Short-term borrowed funds            3,468        143     4.12%       2,702         87     3.22%       1,943         42     2.16%
 Long-term debt                       5,000        252     5.04%       5,000        252     5.04%       1,548         76     4.91%
   Total interest-bearing
     liabilities                    516,873     23,847     4.61%     499,925     18,715     3.74%     455,568     17,358     3.81%
NON-INTEREST-BEARING
  LIABILITIES
 Demand deposits                     66,181                           62,591                           59,987
 Other Liabilities                    4,453                            2,628                            2,848
 Shareholders' equity                60,262                           55,286                           50,868
   Total liabilities and
     shareholders' equity          $647,769                         $620,430                         $569,271



                                      -5-
NET INTEREST INCOME                            $28,619                          $26,782                          $24,785
NET INTEREST INCOME AS A PERCENTAGE
 OF INTEREST-EARNING ASSETS                                4.72%                            4.65%                            4.69%
<FN>
<F1> Nonaccrual loans are included in the daily average loans outstanding for purposes of this
     calculation.  See Note 1 to the Consolidated Financial Statements regarding recognition of loan
     fee income.  Included in interest on loans are fees in the amount of $848,000, $733,000 and
     $410,000 in 1995, 1994 and 1993, respectively.
<F2> Yields are computed on a fully tax-equivalent basis using a federal income tax rate of 34
     percent in all years presented.
</FN>
</TABLE>


LOANS

The following table summarizes year-end totals for the major categories of
Shoreline's total loan portfolio for the last five years.

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                   1995                 1994                 1993                 1992                  1991
                                        % OF                 % OF                 % OF                 % OF                  % OF
(IN THOUSANDS)               AMOUNT     TOTAL     AMOUNT     TOTAL     AMOUNT     TOTAL     AMOUNT     TOTAL     AMOUNT      TOTAL
<S>                        <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Commercial, financial
   and agricultural         $191,437    41.08%   $179,850    41.20%   $166,745    40.31%   $161,787    45.61%   $161,996    47.11%
Real estate mortgage         194,784    41.80%    175,912    40.30%    156,509    37.83%    114,453    32.26%    108,097    31.43%
Real estate construction      18,704     4.01%     26,679     6.11%     27,337     6.61%     25,618     7.22%     20,424     5.94%
Consumer                      61,070    13.11%     54,088    12.39%     63,102    15.25%     52,882    14.91%     53,360    15.52%
   Total loans              $465,995   100.00%   $436,529   100.00%   $413,693   100.00%   $354,740   100.00%   $343,877   100.00%
</TABLE>


















                       -6-
LOAN MATURITY

The following table summarizes the maturity distribution and interest
rate sensitivity of the loan portfolio, excluding real estate mortgage
and consumer loans.
<TABLE>
<CAPTION>
                                                 DECEMBER 31, 1995                                 DECEMBER 31, 1994
                                   DUE IN ONE       DUE IN ONE        DUE AFTER       DUE IN ONE       DUE IN ONE       DUE AFTER
(IN THOUSANDS)                    YEAR OR LESS     TO FIVE YEARS      FIVE YEARS     YEAR OR LESS     TO FIVE YEARS     FIVE YEARS
<S>                                 <C>              <C>               <C>            <C>              <C>              <C>
Commercial, financial and
  agricultural                       $35,243          $114,181          $42,013        $34,168          $109,351         $36,331
Real estate construction              12,259             3,652            2,793         10,178            12,810           3,691
     Total                           $47,502          $117,833          $44,806        $44,346          $122,161         $40,022

Loans due after one year:
 with fixed rates                                     $ 51,743          $10,933                         $ 54,163         $ 7,942
 with floating rates                                  $ 66,090          $33,873                         $ 67,998         $32,080
</TABLE>































                       -7-
ALLOWANCE ALLOCATION

The following table summarizes management's allocation of the allowance for
loan losses over the past five years.  The amounts indicated for each loan
type include amounts allocated for specific loans as well as general
allocations.
<TABLE>
<CAPTION>

                             DECEMBER 31, 1995   DECEMBER 31, 1994   DECEMBER 31, 1993  DECEMBER 31, 1992   DECEMBER 31, 1991
                                       PERCENT             PERCENT             PERCENT            PERCENT            PERCENT
                                       OF LOANS            OF LOANS            OF LOANS           OF LOANS           OF LOANS
                                       IN EACH             IN EACH             IN EACH            IN EACH            IN EACH
                                       CATEGORY            CATEGORY            CATEGORY           CATEGORY           CATEGORY
                                       TO TOTAL            TO TOTAL            TO TOTAL           IN TOTAL           IN TOTAL
(IN THOUSANDS)              ALLOWANCE   LOANS   ALLOWANCE   LOANS   ALLOWANCE   LOANS   ALLOWANCE   LOANS  ALLOWANCE   LOANS
<S>                          <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>       <C>      <C>
Commercial, financial
  and agricultural            $2,361    41.08%    $2,044    41.20%    $2,112    40.31%    $2,003    45.61%   $1,775    47.11%
Real estate mortgage             698    41.80%       559    40.30%       423    37.83%       317    32.26%      357    31.43%
Real estate construction         107     4.01%       100     6.11%       106     6.61%        75     7.22%       51     5.94%
Consumer                       1,111    13.11%       995    12.39%     1,103    15.25%       845    14.91%      762    15.52%
Unallocated                    2,323               2,254               1,842               1,326                889
                              $6,600   100.00%    $5,952   100.00%    $5,586   100.00%    $4,566   100.00%   $3,834   100.00%
</TABLE>


























                       -8-
ALLOWANCE ACTIVITY

The following table summarizes loan and allowance information for each
period shown.
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
(IN THOUSANDS)                      1995            1994            1993            1992            1991
<S>                              <C>             <C>             <C>             <C>             <C>
Loans outstanding, end
 of period                        $465,995        $436,529        $413,693        $354,740        $343,877

Daily average of loans
 outstanding for the
 period                           $447,329        $428,478        $385,138        $351,168        $324,911

Allowance for loan losses,
 balance at beginning of
 period                           $  5,952        $  5,586        $  4,566        $  3,834        $  3,489

Charge-offs:
 Commercial, financial
   and agricultural                    151             391             186             437             279
 Real estate mortgage                   70             105              84               2               8
 Real estate construction                0               0               0               0               0
 Consumer                              271             517             332             392             808
   Total charge-offs                   492           1,013             602             831           1,095

Recoveries:
 Commercial, financial
   and agricultural                    200             367             107              55              63
 Real estate mortgage                   14               0               1               0               0
 Real estate construction                0               0               0               0               0
 Consumer                              176             262             134             128             107
   Total recoveries                    390             629             242             183             170
     Net charge-offs                   102             384             360             648             925
Provision charged to
 income                                750             750           1,380           1,380           1,270
Balance at end of period          $  6,600        $  5,952        $  5,586        $  4,566        $  3,834

Key Ratios:
Net charge-offs to average
 loans                               0.02%           0.09%           0.09%           0.18%           0.28%
Recoveries to total
 charge-offs                        79.27%          62.09%          40.20%          22.02%          15.53%






                                      -9-
Allowance to total loans
 at end of period                    1.42%           1.36%           1.35%           1.29%           1.11%
Allowance to total non-
 performing assets at end
 of period                         410.19%         269.08%         102.84%          86.26%          64.50%
Provision to average loans           0.17%           0.17%           0.36%           0.39%           0.39%
</TABLE>
The provision for loan losses is the amount added to the allowance for
loan losses to absorb possible losses that are currently anticipated. 
The amount of the loan loss provision is based on loan loss experience
and such other factors which, in management's judgment, deserve
current recognition in maintaining an adequate allowance for loan
losses.  These factors include, but are not limited to, a review of
current economic conditions as they relate to loan collectibility and
reviews of specific loans to evaluate their collectibility.


MATURITY ANALYSIS

The following tables set forth the maturities and weighted average
interest rates of Shoreline's securities as of December 31, 1995.
<TABLE>
AVAILABLE FOR SALE
<CAPTION>
                                                                        MATURING
                                                          AFTER ONE BUT          AFTER FIVE BUT
                                 WITHIN ONE YEAR        WITHIN FIVE YEARS       WITHIN TEN YEARS        AFTER TEN YEARS
(IN THOUSANDS)                  AMOUNT       YIELD      AMOUNT       YIELD      AMOUNT      YIELD      AMOUNT       YIELD
<S>                            <C>          <C>        <C>         <C>         <C>         <C>        <C>          <C>
U.S. Treasury and agencies      $ 7,025      6.01%      $19,570      6.80%      $ 6,087     7.10%      $     0        N/A
States and political sub-
  divisions <F1>                  2,908      9.41%       10,685     10.04%        7,908     9.22%       11,854      8.44%
Mortgage-backed 
  securities:  <F2>
  U.S. Government
    agencies                      8,304      6.59%       11,846      6.92%        9,830     6.91%          994      5.41%
  Collateralized mortgage
    obligations                   2,019      6.32%        1,301      7.02%            0       N/A            0        N/A
Other securities                      0        N/A            0        N/A            0       N/A        2,540      6.53%
    Total                       $20,256      6.77%      $43,402      7.64%      $23,825     7.73%      $15,388      7.93%
</TABLE>










                      -10-
<TABLE>
HELD TO MATURITY
<CAPTION>
                                                                        MATURING
                                                          AFTER ONE BUT          AFTER FIVE BUT
                                 WITHIN ONE YEAR        WITHIN FIVE YEARS       WITHIN TEN YEARS        AFTER TEN YEARS
(IN THOUSANDS)                  AMOUNT       YIELD      AMOUNT       YIELD      AMOUNT      YIELD      AMOUNT       YIELD
<S>                            <C>          <C>        <C>         <C>         <C>         <C>        <C>          <C>
U.S. Treasury and agencies      $     0        N/A      $ 4,830      7.42%      $ 2,000     7.13%      $     0        N/A
States and political sub-
  divisions <F1>                  1,646     10.01%        3,179     11.29%          837     9.20%        3,898      9.24%
Mortgage-backed 
  securities:  <F2>
  U.S. Government
    agencies                      6,785      6.90%       14,224      7.53%        3,171     8.34%            0        N/A
  Collateralized mortgage
    obligations                       0        N/A        3,895      7.54%            0       N/A            0        N/A
Other securities                      0        N/A            0        N/A            0       N/A            0        N/A
    Total                       $ 8,431      7.51%      $26,128      7.97%      $ 6,008     8.06%      $ 3,898      9.24%
<FN>
<F1> The effective yields are weighted for the scheduled maturity of
     each security and weighted average yields are calculated on the
     basis of cost.  Weighted interest rates have been computed on a
     fully taxable equivalent basis.  The rates shown on securities
     issued by states and political subdivisions have been restated,
     assuming a 34 percent tax rate.
<F2> Maturity based upon estimated weighted average life.
</FN>
</TABLE>

TIME DEPOSITS $100,000 OR MORE
The time remaining until maturity of time certificates of deposit
$100,000 or more at December 31, 1995 is as follows:

<TABLE>
<CAPTION>
TIME UNTIL MATURITY                 (IN THOUSANDS)
<S>                                  <C>
Three months or less                  $ 17,363
Over three through six months           14,729
Over six through twelve months           8,300
Over 12 months                          17,359
    Total                             $ 57,751
</TABLE>







                      -11-
ITEM 2.   PROPERTIES

     Shoreline maintains its offices and conducts its business
operations from the principal banking office of Shoreline Bank in
Benton Harbor, Michigan.  Shoreline Bank's principal office is located
at 823 Riverview Drive, Benton Harbor, Michigan. This location
encompasses approximately 21,000 square feet on three floors, all of
which are occupied by Shoreline Bank and Shoreline. Shoreline Bank
owns the premises occupied by each of its 24 branch offices.


ITEM 3.   LEGAL PROCEEDINGS

     Shoreline Bank is party, as plaintiff or as defendant, to a
number of legal proceedings, none of which is considered material and
all of which arose in the normal course of operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.






























                      -12-
                               PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     The information under the caption "Common Stock Information" on
page 10 and under the subheading "Cash Dividends" on page 18 of
Shoreline's annual report to shareholders for the year ended December
31, 1995, is here incorporated by reference.


ITEM 6.   SELECTED FINANCIAL DATA

     The information under the caption "Financial Highlights" on
page 1 of Shoreline's annual report to shareholders for the year ended
December 31, 1995, is here incorporated by reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     The information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and all
subheadings on pages 11 through 18 of Shoreline's annual report to
shareholders for the year ended December 31, 1995, is here
incorporated by reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements, notes and the report of the independent
auditors on pages 19 through 34 of Shoreline's annual report to
shareholders for the year ended December 31, 1995, are here
incorporated by reference.

     The information under the caption "Quarterly Financial Data" on
page 10 of Shoreline's annual report to shareholders for the year
ended December 31, 1995, is here incorporated by reference.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

     Not applicable.







                      -13-
                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information set forth under the captions "Directors and
Executive Officers" and "Section 16(a) Reporting Delinquencies" in the
registrant's definitive Proxy Statement for its May 1, 1996, annual
meeting of shareholders is here incorporated by reference.


ITEM 11.  EXECUTIVE COMPENSATION

     The information set forth under the caption "Compensation of
Executive Officers and Directors" in the registrant's definitive Proxy
Statement for its May 1, 1996, annual meeting of shareholders is here
incorporated by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The information set forth under the caption "Voting Securities"
in the registrant's definitive Proxy Statement for its May 1, 1996,
annual meeting of shareholders is here incorporated by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth under the caption "Certain
Relationships and Related Transactions" in the registrant's definitive
Proxy Statement for its May 1, 1996, annual meeting of shareholders is
here incorporated by reference.



















                      -14-
                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K

     (a)  (1)  FINANCIAL STATEMENTS.  The following financial
statements and independent auditors' report of Shoreline Financial
Corporation and its subsidiary are filed as part of this report:

          Consolidated Balance Sheets--December 31, 1995 and 1994 

          Consolidated Statements of Income for the years ended
          December 31, 1995, 1994 and 1993

          Consolidated Statements of Changes in Shareholders'
          Equity for the years ended December 31, 1995, 1994 and
          1993

          Consolidated Statements of Cash Flows for the years
          ended December 31, 1995, 1994 and 1993

          Notes to Consolidated Financial Statements

          Report of Independent Auditors dated February 7, 1996

     The financial statements, the notes to financial statements and
the report of independent auditors listed above are incorporated by
reference in Item 8 of this report.

          (2)  FINANCIAL STATEMENT SCHEDULES.  Not applicable.

          (3)  EXHIBITS.  The following exhibits are filed as part of
this report:

       NUMBER                        EXHIBIT

         3(a)       Restated Articles of Incorporation.  Previously filed
                    as Exhibit 3(a) to the registrant's Quarterly Report on
                    Form 10-Q for the period ended June 30, 1994.  Here
                    incorporated by reference.

         3(b)       Bylaws.  Previously filed as Exhibit 3(b) to the
                    registrant's Form S-1 Registration Statement filed
                    March 23, 1990.  Here incorporated by reference.







                      -15-
       NUMBER                             EXHIBIT

         4          Long-term debt.  The registrant has outstanding long-
                    term debt which at the time of this report does not
                    exceed 10% of the registrant's total consolidated
                    assets.  The registrant agrees to furnish copies of the
                    agreements defining the rights of holders of such long-
                    term indebtedness to the Securities and Exchange
                    Commission upon request.

        10(a)       Form of Indemnity Agreement.  Previously filed as
                    Exhibit 10(d) to the registrant's Form S-4 Registration
                    Statement filed September 25, 1987.  Here incorporated
                    by reference.

        10(b)       Employment Agreements.*

        10(c)       1989 Stock Option Plan.*  Previously filed as Exhibit
                    28 to the registrant's Form S-8 Registration Statement
                    filed May 31, 1989.  Here incorporated by reference.

        10(d)       Deferred Compensation Agreements.*  Previously filed as
                    Exhibit 10(e) to the registrant's 1991 Form 10-K Annual
                    Report filed March 27, 1992.  Here incorporated by
                    reference.

        10(e)       Bonus Program-1994 and -1995.*  Previously filed as
                    Exhibit 10(g) to the registrant's 1994 Form 10-K Annual
                    Report filed March 29, 1995.  Here incorporated by
                    reference.

        11          Statement Regarding Computation of Earnings per Common
                    Share.  The computation of earnings per common share is
                    fully described in Note 1 to the Consolidated Financial
                    Statements incorporated by reference in Item 8 of this
                    report.

        13          Annual Report to Shareholders of Shoreline Financial
                    Corporation for the year ended December 31, 1995.

        21          List of Subsidiaries.  Previously filed as Exhibit 21
                    to the registrant's Form 10-K Annual Report filed March
                    29, 1995.  Here incorporated by reference.

        23          Consent of Independent Auditors.

        24          Powers of Attorney.

        27          Financial Data Schedule.


                      -16-
_________________________________

*   These agreements are management contracts or compensation plans
    or arrangements required to be filed as exhibits to this Form 10-K.

     Shoreline will furnish a copy of any exhibit listed above to any
shareholder of the registrant without charge upon written request to
Secretary, Shoreline Financial Corporation, 823 Riverview Drive,
Benton Harbor, Michigan 49022.

     (b)  REPORTS ON FORM 8-K.

     Shoreline filed no Current Reports on Form 8-K during the last
quarter of the period covered by this report.





































                      -17-
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


                                   SHORELINE FINANCIAL CORPORATION
                                   (Registrant)


Date:  March 28, 1996              By /S/ DAN L. SMITH
                                      Dan L. Smith
                                      Chairman, President and
                                        Chief Executive Officer



































                      -18-
     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated:


March 28, 1996                          /S/ LOUIS A. DESENBERG*
                                        Louis A. Desenberg
                                        Director


March 28, 1996                          /S/ MERLIN J. HANSON*
                                        Merlin J. Hanson
                                        Director


March 28, 1996                          /S/ THOMAS T. HUFF*
                                        Thomas T. Huff
                                        Director


March 28, 1996                          /S/ RONALD F. KINNEY*
                                        Ronald F. Kinney
                                        Director


March 28, 1996                          /S/ JAMES E. LEBLANC*
                                        James E. LeBlanc
                                        Director


March 28, 1996                          /S/ L. RICHARD MARZKE*
                                        L. Richard Marzke
                                        Director


March 28, 1996                          /S/ JAMES F. MURPHY*
                                        James F. Murphy
                                        Director


March 28, 1996                          /S/ DAN L. SMITH
                                        Dan L. Smith
                                        Chairman, President, Chief
                                          Executive Officer and Director
                                          (Principal Executive Officer)





                      -19-
March 28, 1996                          /S/ ROBERT L. STARKS*
                                        Robert L. Starks
                                        Director


March 28, 1996                          /S/ JEFFREY H. TOBIAN*
                                        Jeffrey H. Tobian
                                        Director


March 28, 1996                          /S/ HARRY C. VORYS*
                                        Harry C. Vorys
                                        Director


March 28, 1996                          /S/ HYMAN WARSHAWSKY*
                                        Hyman Warshawsky
                                        Director


March 28, 1996                          /S/ RONALD L. ZILE*
                                        Ronald L. Zile
                                        Director


March 28, 1996                          /S/ WAYNE R. KOEBEL
                                        Wayne R. Koebel
                                        Executive Vice President, Chief
                                          Financial Officer, Secretary and
                                          Treasurer (Principal Financial
                                          and Accounting
                                          Officer)


                                        *By /S/ DAN L. SMITH
                                            Dan L. Smith
                                            Attorney-in-Fact for
                                             the indicated persons













                      -20-
                            EXHIBIT INDEX

       NUMBER                        EXHIBIT

         3(a)       Restated Articles of Incorporation.  Previously filed
                    as Exhibit 3(a) to the registrant's Quarterly Report on
                    Form 10-Q for the period ended June 30, 1994.  Here
                    incorporated by reference.

         3(b)       Bylaws.  Previously filed as Exhibit 3(b) to the
                    registrant's Form S-1 Registration Statement filed
                    March 23, 1990.  Here incorporated by reference.

         4          Long-term debt.  The registrant has outstanding long-
                    term debt which at the time of this report does not
                    exceed 10% of the registrant's total consolidated
                    assets.  The registrant agrees to furnish copies of the
                    agreements defining the rights of holders of such long-
                    term indebtedness to the Securities and Exchange
                    Commission upon request.

        10(a)       Form of Indemnity Agreement.  Previously filed as
                    Exhibit 10(d) to the registrant's Form S-4 Registration
                    Statement filed September 25, 1987.  Here incorporated
                    by reference.

        10(b)       Employment Agreements.*

        10(c)       1989 Stock Option Plan.*  Previously filed as Exhibit
                    28 to the registrant's Form S-8 Registration Statement
                    filed May 31, 1989.  Here incorporated by reference.

        10(d)       Deferred Compensation Agreements.*  Previously filed as
                    Exhibit 10(e) to the registrant's 1991 Form 10-K Annual
                    Report filed March 27, 1992.  Here incorporated by
                    reference.

        10(e)       Bonus Program-1994 and -1995.*  Previously filed as
                    Exhibit 10(g) to the registrant's 1994 Form 10-K Annual
                    Report filed March 29, 1995.  Here incorporated by
                    reference.

        11          Statement Regarding Computation of Earnings per Common
                    Share.  The computation of earnings per common share is
                    fully described in Note 1 to the Consolidated Financial
                    Statements incorporated by reference in Item 8 of this
                    report.

        13          Annual Report to Shareholders of Shoreline Financial
                    Corporation for the year ended December 31, 1995.


        21          List of Subsidiaries.  Previously filed as Exhibit 21
                    to the registrant's Form 10-K Annual Report filed March
                    29, 1995.  Here incorporated by reference.

        23          Consent of Independent Auditors.

        24          Powers of Attorney.

        27          Financial Data Schedule.

_________________________________

*   These agreements are management contracts or compensation plans
    or arrangements required to be filed as exhibits to this Form 10-K.