SCHEDULE 14A
                               (Rule 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT

        Proxy Statement Pursuant to Section 14(a) of the Securities
                            Exchange Act of 1934

    Filed by registrant    [x]

    Filed by a party other than the registrant  [  ]

    Check the appropriate box:
    
    [  ] Preliminary proxy statement

    [  ] Definitive proxy statement

    [  ] Definitive additional materials

    [x ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                       CRESTAR FINANCIAL CORPORATION
              (Name of Registrant as Specified In Its Charter)

                                 N/A
              (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

    |X| No fee required

    |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
        0-11.

    1. Title of each class of securities to which transaction applies:

    2. Aggregate number of securities to which transaction applies:

    [  ]   Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of
its filing.

      (1) Amount previously paid:

      (2) Form, schedule of registration statement no.:

      (3) Filing party:

      (4) Date filed:





 [SunTrust Logo]                                   [Crestar Logo] 
  
  
 ____________________________________________________________________ 
 November 13, 1998 
  
 Merger Update 
 SUNTRUST-CRESTAR MERGER MOVES INTO HOME STRETCH 
 Special Shareholders' Meetings Set for Dec. 23; Proxy Materials Out Next
 Week; Closing Seen By Year-End 
  
 Separate meetings of SunTrust Banks Inc. and Crestar Financial Corporation
 shareholders to vote on the SunTrust-Crestar merger will be held in Atlanta
 and Richmond on Wednesday, December 23, 1998.  Upon expected shareholder
 approval, the merger will close, as originally envisioned, by year-end. 
  
 The meeting date is included in special merger-related proxy materials to
 be mailed early next week to all shareholders of both corporations. 
 Employee and retiree shareholders are, of course, included.  The mailing
 follows the satisfactory completion of discussions between SunTrust and the
 staff of the Securities and Exchange Commission (SEC) on SunTrust
 accounting issues unrelated to the merger. 
  
 The proxy materials contain comprehensive information about all aspects of
 the merger transaction.  Included are complete instructions for shareholder
 voting by mail (and, for Crestar shareholders, also by telephone   the
 preferred method). 
  
 To avoid the need for costly follow-up phone calls or mailings, EMPLOYEES
 AND RETIREES ARE ENCOURAGED TO REVIEW THE PROXY MATERIALS AND VOTE
 PROMPTLY.  Shareholders who hold stock in multiple accounts (in a company
 Profit Sharing plan as well as an outside brokerage account, for example)
 will receive separate proxies for each account; it is important that each
 be voted separately. 
  
 As noted in the proxy materials, the Boards and Managements of both
 SunTrust and Crestar strongly believe this merger is in the best interests
 of shareholders of both corporations and therefore recommend voting in
 favor of the transaction. 
  
 Among the highlights of the merger: 
  
 o    The combined organization will enjoy an enhanced competitive position
      in a consolidating and changing financial services industry. It will
      be the 10th largest bank holding company in the United States with
      leading market positions in some of the nation's most attractive
      banking markets.
  
 o    The merger brings together two successful institutions, each with a
      solid track record of earnings growth, balance sheet strength and
      providing attractive shareholder returns. Looking ahead, the
      complementary geographic franchises, product lines and customer bases
      of the two organizations provide significant opportunities for
      continued growth.
  
 o    After the merger, SunTrust senior management intends to recommend to
      the SunTrust Board that the annual dividend rate for SunTrust common
      stock be increased 38% to $1.38 per share, which is equivalent post-
      merger to Crestar's current annual dividend rate.
  
 Elsewhere in the merger process, transition teams and management
 representatives from both SunTrust and Crestar are working to finalize
 post-merger compensation and benefits programs as well as organizational
 structure and other business line issues.  Additional communication on
 these matters - both broadly and within specific areas of SunTrust or
 Crestar as appropriate - will be forthcoming.