8-K

                SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D. C. 20549



                            FORM 8-K

                         CURRENT REPORT



             PURSUANT TO SECTION 13 OR 15(d) OF THE 
                 SECURITIES EXCHANGE ACT OF 1934





Date of Report (Date of earliest event reported) June 4, 1996




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



   VIRGINIA               1-11482             54-1200334
(State or other          (Commission         (I.R.S. Employer
jurisdiction of           File Number)       Identification No.)
incorporation)

RIVERFRONT PLAZA, WEST TOWER SUITE 1350
901 EAST BYRD STREET
RICHMOND, VIRGINIA                                    23219
(Address of principal executive offices)            (Zip Code)



Registrant's telephone number including area code  (804) 775-0300



(Former name or former address, if changed since last report)
 Not applicable



Item 5.   Other Events

     On June 4, 1996, the registrant issued the press release, attached
hereto as Exhibit 99.1, announcing that First Colony Corporation is exploring
strategic alternatives to maximize shareholder value.


Item 7.   Exhibits

99.1  First Colony Corporation - Press Release




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

                                         FIRST COLONY CORPORATION
                                                  (Registrant)


     Date:  June 4, 1996         By:     s/Ronald V. Dolan
                                 President 

     Date:  June 4, 1996         By:     s/Peter W. Karras, CPA
                                 Secretary and Treasurer

EX-99.1

FIRST COLONY CORPORATION
Corporate Communications
700 Main Street
P. O. Box 1280
Lynchburg, Virginia 24505


FIRST COLONY TO EXPLORE STRATEGIC ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE


     LYNCHBURG, VA., June 4, 1996 - First Colony Corporation (NYSE: FCL)
announced that its Board of Directors is engaged in an evaluation of strategic
alternatives for the purpose of maximizing shareholder value.
     Bruce C. Gottwald, Jr., Chairman of the Board and Chief Executive Officer,
confirmed that "a strategic combination or possible sale of part or all of the
Company would be included among the alternatives to be evaluated."  He 
emphasized that the Board of Directors has not decided among any of the
alternatives under consideration.
     First Colony Corporation is a Richmond, Virginia-based holding company
which owns First Colony Life Insurance Company and its wholly owned subsidiary,
American Mayflower Life Insurance Company of New York.  First Colony Life is a
leading provider of structured settlements, retirement annuities and individual
life insurance. 





For information contact:

     Media Relations:                 Investor Relations:

     Frank G. Land                    April A. Keesee 

     (804) 948-5293                   (804) 948-5709