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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
        (Mark One)               FORM 10-K/A

          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  
                   For the fiscal year ended December 31, 1996
         
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
               For the transition period from _______ to ________
                           Commission File No. 0-9477
                               -------------------

                         FIRST COMMERCIAL BANCORP, INC.
             (Exact Name of registrant as specified in its charter)
           Delaware                                     94-2683725
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
               
                 865 Howe Avenue, Sacramento, California, 95825
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (916) 641-3288
                           --------------------------
               Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
          Title of each class                    on which registered
          -------------------                    -------------------
                  None                                 N/A
           Securities registered pursuant to Section 12(g) of the Act:
                       
                        Common Stock, Par Value of $12.50
                               
                                (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
amendments to this Form 10-K. [ X ]

         The aggregate market value of the voting stock held by nonaffiliates of
the  registrant,  based on the closing  price of the Common  Stock on the NASDAQ
Small Cap Market System on March 14, 1997, was $3,176,345.  For purposes of this
computation,  officers, directors and 5% beneficial owners of the Registrant are
deemed to be affiliates.  Such  determination  should not be deemed an admission
that such directors,  officers or 5% beneficial owners are, in fact,  affiliates
of the Registrant.

         At March 18, 1996 there were 845,779 shares of the registrant's  common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996 (Annual Report) are incorporated by reference into Parts I and
II.


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         Registrant  files this report on Form 10-K/A  solely for the purpose
of  correcting  an error in the date of the report of  registrant's  predecessor
auditor,  the correct date, as reflected in Item 8 and in the printed version of
Registrant's  Form 10-K which has been  distributed by Registrant,  is March 29,
1995. There are no other changes made in Item 8.

Item 8.  Financial Statements and Supplementary Data
     The following  consolidated  financial  statements,  included in the Annual
Report, are incorporated herein by this reference.
                                                                  Annual Report
                             Statement                              Reference
                             ---------                              ---------


        Independent Auditors' Report                                     17
        Consolidated Balance Sheets -December 31, 1996 and 1995          18
        Consolidated Statements of Income -Years Ended December 31,
            1996, 1995 and 1994                                          19
        Consolidated Statements of Changes in Stockholders'
            Equity - Years Ended December 31, 1996, 1995 and 1994        20
        Consolidated Statements of Cash Flows - Years Ended
             December 31, 1965, 1995 and 1994                            21
        Notes to Consolidated Financial Statements                       22


     The Independent Auditors' Report of Arthur Andersen LLP on the consolidated
financial statements of the Company and the Bank for 1994 is included herein.


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                    Report of Independent Public Accountants


To the Stockholders and Board of Directors of
  First commercial Bancorp, Inc.:

We  have  audited  the  consolidated   statements  of  operations,   changes  in
stockholders'  equity  and cash  flows  of FIRST  COMMERCIAL  BANCORP,  INC.  (a
Delaware  Corporation)  and  subsidiary as of December 31, 1994, and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows  for each of the two  years  in the  period  ended  December  31,  1994 as
restated (see Note 16). These financial statements are the responsibility of the
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results  of  operations  and cash  flows of First
Commercial Bancorp, Inc. and subsidiary for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been prepared  assuming that both
First  Commercial  Bancorp,  Inc. (the "Company") and First Commercial Bank (the
"Bank") will continue as going  concerns.  As discussed in Notes 2 and 14 to the
financial  statements,  both the Company and the Bank have  entered into various
regulatory  agreements (the  "Agreements")  with the Federal  Deposit  Insurance
Corporation  (the  "FDIC"),  the  California  State Banking  Department  and the
Federal Reserve Bank of San Francisco.  These Agreements require the Company and
the Bank,  among other  compliance  terms,  to maintain  certain minimum capital
levels.  The  Company  and the Bank are not in  compliance  with  these  minimum
capital  requirements and have suffered  recurring  losses from  operations.  An
amended capital plan has been submitted to the bank  regulators,  which plan was
approved by the FDIC on January 30, 1995. The plan consists of both an intent to
decrease  the Bank's  asset size and the raising of capital  through the sale of
stock.  There is no assurance that the Company will be able to raise  sufficient
capital to meet the minimum  capital  requirements.  Failure to meet  regulatory
capital  requirements  or comply with the terms of the Agreements  could subject
the  Company  and  the  Bank  to  additional  actions  by  the  bank  regulatory
authorities,  including restrictions on operations, mandatory asset dispositions
or  seizure.  These  matters  raise  substantial  doubt about the ability of the
Company and the Bank to continue as going concerns. Their ability to continue as
going concerns is dependent on many factors,  one of which is regulatory  action
and the ability to raise  sufficient  capital.  Management's  plans in regard to
these matters are  described in Notes 2 and 14. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



                                                 /s/Arthur Andersen LLP
                                                 ----------------------
San Francisco, California
   
March 29, 1995
    
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                                    SIGNATURE

     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.


December 11, 1997                           FIRST COMMERCIAL BANCORP, INC.

                                            By:/s/Donald W. Williams
                                            ------------------------
                                                  Donald W. Williams
                                                  Chairman of the Board
                                                    of Directors, President and
                                                    Chief Executive Officer