SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D. C. 20549



                             FORM 15


Certification and Notice of Termination of Registration under Section 12(g)
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
   Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. 


                   Commission File Number   1-11482

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

                    Riverfront Plaza, West Tower
                            Suite 1350 
                        901 East Byrd Street
                      Richmond, Virginia 23219
                          (804) 775-0300
(Address, including zip code, and telephone number, including area code, of
               registrant's principal executive offices)


                            Common Stock
                   Preferred Share Purchase Rights
        (Title of each class of securities covered by this form)


                                None
 (Title of all other classes of securities for which a duty to file reports
                under section 13(a) or 15(d) remains)


Please place a X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:


        Rule 12g-4(a)(1)(i)   [ ]           Rule 12h-3(b)(1)(ii)  [ ] 
        Rule 12g-4(a)(1)(ii)  [ ]           Rule 12h-3(b)(2)(i)   [ ]
        Rule 12g-4(a)(2)(i)   [ ]           Rule 12h-3(b)(2)(ii)  [ ]
        Rule 12g-4(a)(2)(ii)  [ ]           Rule 15d-6            [ ]
        Rule 12h-3(b)(1)(i)   [X]           

Approximate number of holders of record of Common Stock as of the certification
or notice date: One
Approximate number of holders of record of Preferred Share Purchase Rights as of
the certification or notice date: none



Pursuant to the requirements of the Securities Exchange Act of 1934 First Colony
Corporation has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.





     Date:  December 13, 1996     By:     s/David McMahon
                                 Assistant Secretary