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):     July 21, 1997
                                                          ----------------------


                           SIGNET BANKING CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




           Virginia                       1-6505                54-6037910
 ------------------------------        ------------         -------------------
(State or other jurisdiction of        (Commission           (I.R.S. Employer 
 incorporation or organization)        File Number)         Identification No.)




7 North Eighth Street, Richmond, Virginia                23219
- -----------------------------------------                -----
(Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code       804 747-2000
                                                         ------------


                                 Not Applicable
Former name, former address and former fiscal year, if changed since last report



ITEM 5.       Other Events.

              On  July  21,  1997,  First  Union  Corporation   ("First  Union")
announced  that Signet  Banking  Corporation  will merge with First  Union.  See
Exhibit 1 for the news release dated July 21, 1997.

                          *****************************

              The news  release  contains  certain  estimates  prepared by First
Union regarding First Union, Signet Banking Corporation and the combined company
following the merger,  including  statements relating to cost savings,  enhanced
revenues  and  accretion  to reported  earnings  that may be  realized  from the
merger, and certain  restructuring charges expected to be incurred in connection
with the merger. These estimates,  none of which were prepared by Signet Banking
Corporation,  constitute  forward-looking  statements (within the meaning of the
Private  Securities  Litigation Reform Act of 1995),  which involve  significant
risks and  uncertainties.  Actual results may differ materially from the results
discussed in these forward-looking  statements.  Factors that might cause such a
difference  include,  but are not limited to, those  discussed in First  Union's
Current  Report on Form 8-K,  dated July 21, 1997, as filed with the  Securities
and Exchange Commission, to which report reference is hereby made.


ITEM 7.      Financial Statements, Pro Forma Financial Information and Exhibits.


              (c)   Exhibits.

                    1.   News release dated July 21, 1997.



                                    SIGNATURE



                  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.

                                       SIGNET BANKING CORPORATION
                                               (Registrant)


Date:  July 21 , 1997                  /s/Wallace B. Millner, III
      ---------------                  --------------------------
                                       Wallace B. Millner, III
                                       Vice Chairman and Chief Financial Officer

EX-1

                                                                       Exhibit 1
Monday
July 21, 1997

FIRST UNION AND SIGNET ANNOUNCE MERGER AGREEMENT:
COMBINED COMPANY TO BE VIRGINIA'S LEADING FINANCIAL SERVICES PROVIDER

CHARLOTTE - First Union Corporation  (NYSE: FTU) and Signet Banking  Corporation
(NYSE:  SBK) have signed a  definitive  merger  agreement  that would create the
leading  banking  company in  Virginia,  based on combined  deposits on June 30,
1997, of approximately $20 billion.

The combined organization - operating under the First Union name -- would become
a premier financial services provider serving 2.2 million customers in Virginia,
Maryland  and  Washington,  D.C. As of June 30,  1997,  Signet had assets of $12
billion and First Union had assets of $143 billion.  First Union is the nation's
sixth largest bank holding company with offices in 12 states from Connecticut to
Florida.

First  Union has agreed to  exchange  0.55  shares of its common  stock for each
share of Signet common stock.  Reflecting  First  Union's  previously  announced
two-for-one  stock split payable on July 31, 1997,  the exchange  ratio would be
1.10 shares.  Based on First  Union's  closing stock price of $97.44 on July 18,
1997 (or $48.72 if adjusted for the pending stock split),  the transaction would
be valued at $3.25  billion and  represent an exchange  value of $53.59 for each
share of Signet common stock.

The merger,  which will be accounted for as a pooling of interests,  is expected
to be  consummated  by Dec.  31,  1997,  pending  Signet  shareholder  approval,
regulatory approval and other customary conditions of closing.

"This is a financially  driven  combination that will give First Union a leading
position in some very attractive markets," said Edward E. Crutchfield,  chairman
and chief executive officer of First Union Corporation.

"The strong presence  Signet has established in Richmond,  Baltimore and Hampton
Roads is a perfect  fit for First  Union's  leading  presence in Roanoke and our
strong market position in Washington, D.C.," Crutchfield said.

"This merger creates a regional  powerhouse with a shared strategic  direction,"
said Malcolm S. McDonald, chairman and chief executive officer of Signet.

"We have similar  philosophies in many business areas.  Both banks are committed
to  information  strategies,  the aggressive  expansion of alternative  delivery
channels, and commercial and capital markets businesses.  We anticipate that the
combined  organization  will play a significant role in leveraging our expertise
in information strategies across a much larger market area than Signet can reach
alone," McDonald said.

First Union expects the merger will have a positive impact on earnings per share
in 1998, and an  increasingly  positive impact on earnings per share in 1999 and
beyond.  These  expectations  are based on  estimated  savings  of 50 percent of
Signet's annual expenses, or $242 million, as well as incremental revenue growth
of $37 million as First Union brings its broader array of financial products and
services to Signet  customers.  The conversion of Signet's  operating systems is
expected to take only four months.

First Union  expects to take an after-tax  merger  restructuring  charge of $135
million in 1997.  As with any earnings  estimates,  there are factors that could
cause the actual  results  to differ  materially,  such as  changes in  economic
conditions  and other  factors  referenced  in First Union's 8-K filing with the
Securities  and  Exchange   Commission.   The  filing   includes  more  detailed
information regarding the merger's estimated impact on First Union's earnings.

Following  the merger,  McDonald  will become chief  executive  officer of First
Union's Virginia,  Maryland and Washington,  D.C. , region. Benjamin P. Jenkins,
III,  the current  president of First  Union's  operations  in the region,  will
become chief operating officer.

"Our two companies  have  developed a number of  complementary  strategies  that
drive our focus on the  customer,  including  our emphasis on middle  market and
small business  lending,  as well as very strong consumer  banking  operations,"
said John R. Georgius,  vice chairman of First Union Corporation.  "Together, we
can leverage the investments First Union has already made in the development and
delivery  of new  products,  and  share the  benefits  of First  Union's  future
investments in its brand name. "

The merger will allow First Union to deliver its retail and corporate investment
products to Signet's  dynamic and affluent  customer base. First Union's leading
products  include the Evergreen  Keystone  Funds,  which have become the largest
bank-affiliated mutual fund family with 70 funds and $31 billion in assets under
management.  For corporate clients, First Union's Capital Markets Group offers a
broad range of financing  products and services  including  private  placements,
loan  syndications,  asset  securitizations,  risk  management,  and  merger and
acquisition  advisory  services.  The  company is also one of a select  group of
banking  companies that has received  federal  approval to underwrite  corporate
debt and equities.

In addition to ranking first in market share in Virginia,  the combined  company
will rank second in market share in the Virginia,  Maryland and Washington, D.C.
region.  First Union is  currently  the  fourth-largest  banking  company in the
region,  based on deposits of $11.7  billion on June 30,  1997.  First Union had
assets of $16.8 billion in the region as of June 30, 1997, with 3,795 employees,
210 branches and 299 ATMs.

As of June 30, 1997, Signet had approximately 4,000 employees, 230 branches, and
248 ATMs.  In  addition to its  Mid-Atlantic  operations,  Signet  also  markets
several of its key products  nationally  through  direct mail,  the Internet and
other innovative delivery channels.

In connection with the execution of the merger  agreement,  Signet granted First
Union an option to purchase, under certain circumstances,  up to 19.9 percent of
Signet's outstanding shares of common stock.

At  consummation   of  the  merger,   First  Union  will  rescind  its  existing
authorization  to buy back stock,  which  authorized  the repurchase of up to 25
million shares (or 50 million shares when adjusted for the stock split).  During
1997,  First Union has  repurchased  approximately  11 million  shares under the
authorization (or approximately 22 million on a post-split basis).

First Union expects to nominate two of Signet's  directors to serve as directors
of First Union after the merger is consummated.

Based on June 30,  1997  data,  First  Union  Corporation  will  have  assets of
approximately $155 billion upon completion of the merger.

A news  conference  will be held  today  at 1:30  p.m.  in the  ballroom  of the
Jefferson Hotel at Franklin and Adams Street in Richmond.

Media contacts are Marianna Sheridan at First Union at 704-383-3715  (office) or
704-333-6447 (home) and Kitty Griffith at Signet at 804-771-7251 or 804-649-1090
(home).

Investor  contacts  are Alice Lehman at First Union at  704-374-4139  and Teresa
Jones at Signet at 804-771-7767.

                                      -END-