<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------
                                    FORM 10-K        
(Mark One)
[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.  0-9676

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

             ARKANSAS                                     71-0540166
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                   Identification Number)   

             400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS   72201
             (Address of principal executive offices)    (Zip Code)

       Registrant's telephone number, including area code:  (501)371-7000

        Securities registered pursuant to Section 12(b) of the Act: None 

          Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, $3.00 PAR VALUE PER SHARE
                                (Title of Class)           
PREFERRED SHARE PURCHASE RIGHTS
                                (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 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 
amendment to this Form 10-K.  [ ]

    State the aggregate market value of the voting stock held by non-
affiliates of the registrant: $1,023,220,358 (based upon the average closing 
bid and asked prices quoted on the Nasdaq National Market on February 20, 
1997.)

    Indicate the number of shares outstanding of each of the registrant's 
classes of common stock:

                 Class                       Outstanding at February 20, 1997
 --------------------------------------      --------------------------------
 Common Stock $3.00 par value per share                 30,177,849           
<PAGE>

                    DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Annual Report to Shareholders for the year ended December 
31, 1996, (the "Company's 1996 Annual Report") are incorporated by reference 
into Parts I and II of this report.

    Portions of the Proxy Statement for the April 15, 1997, Annual Meeting of 
Shareholders of the Company (the "Company's 1997 Proxy Statement") are 
incorporated by reference into Part III of this report.


                             TABLE OF CONTENTS

  Item                                                                  Page  
  ----                                                                  ----  
                                  PART I
   1.       Business..................................................    3

   2.       Properties................................................   12

   3.       Legal Proceedings.........................................   12

   4.       Submission of Matters to a Vote of Security Holders.......   13

                                  PART II

   5.       Market for Registrant's Common Stock and Related
            Stockholder Matters.......................................   13

   6.       Selected Financial Data...................................   13

   7.       Management's Discussion and Analysis of Financial
            Condition and Results of Operations.......................   13

   8.       Financial Statements and Supplementary Data...............   14

   9.       Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure.......................   14

                                  PART III

  10.       Directors and Executive Officers of the Registrant........   14

  11.       Executive Compensation....................................   14

  12.       Security Ownership of Certain Beneficial Owners and
            Management................................................   14

  13.       Certain Relationships and Related Transactions............   15

                                  PART IV

  14.       Exhibits, Financial Statement Schedules, and Reports
            on Form 8-K...............................................   15

 Signatures...........................................................   17

                                       2
<PAGE>

                                     PART I


Item 1. BUSINESS
        --------
                                    GENERAL

    First Commercial Corporation ("Registrant" or the "Company") was created 
through a merger of Commercial Bankstock, Inc., and First National Bancshares, 
Inc., on July 31, 1983.  The Company is the largest multi-bank holding company 
headquartered in Arkansas with its corporate offices located in the capital 
city of Little Rock.  The Company offers a broad range of bank and bank-
related services through its bank and nonbank subsidiaries and affiliates.

    The Company provides service to its subsidiary banks in such areas as 
audit, loan review, credit administration, compliance, data processing, 
investment portfolio management, asset and liability management, human 
resources and training.

Commercial Banking Subsidiaries
-------------------------------

    The Company's principal source of income is derived from twenty-five 
commercial banking institutions.  The Company owns fifteen institutions in the 
state of Arkansas, seven institutions in the state of Texas, one institution 
in the state of Tennessee, one institution in the state of Louisiana, and in a 
joint venture with Arvest Bank Group, Inc., of Bentonville, Arkansas, the 
Company owns 50% of two institutions in Oklahoma.  All of the Company's bank 
subsidiaries offer a broad range of traditional commercial and consumer 
banking services to the markets and communities which they serve.  Certain 
subsidiary banks additionally offer trust and fiduciary services and brokerage 
services.

Nonbank Subsidiaries and Affiliates
-----------------------------------

    First Commercial Mortgage Company offers mortgage financing throughout 
Arkansas and in Memphis, Tennessee, East Texas, Oklahoma and Mississippi, and 
conducts mortgage servicing on a nationwide basis.  First Commercial Capital 
Management is an investment advisor and money manager for individuals, 
employee benefit plans, endowments, foundations and other funds.  First 
Commercial Trust Company, N.A., provides a full range of personal trust, 
employee benefit, and corporate and public securities administrative services.  
First Commercial Investments, Inc., is a full service investment company which 
buys and sells stocks, bonds, U.S. Government securities, fixed and variable 
annuities, and municipal securities on behalf of its clients.  Financial Fleet 
Services, Inc., is an equipment leasing company located in Little Rock, 
Arkansas, which serves customers throughout the United States.  Commercial 
Capital Funding, Inc., is a factoring company headquartered in Dallas, Texas, 
which specializes in accounts receivable financing in all affiliate markets.  
The income and other operating results of the nonbank subsidiaries and 
affiliates as compared to the consolidated results of the Company are not 
substantial enough to require financial and other information concerning 
industry segments to be included in this Annual Report on Form 10-K.



                                       3
<PAGE>

Recent Developments
-------------------

    On November 23, 1996, the Company acquired all of the outstanding common 
stock of Security National Bank, Nacogdoches, Texas, in exchange for 253,154 
Company common shares.  This transaction was accounted for as a pooling-of-
interests.  The results of Security National Bank are included in the 
consolidated financial statements for 1996; however, prior period financial 
data has not been restated due to immateriality.  Security National Bank, 
which merged into an existing affiliate of the Company, Stone Fort National 
Bank, Nacogdoches, Texas, had $35 million in assets, $16 million in loans, and 
$31 million in deposits.

    On January 31, 1997, through a joint venture with Arvest Bank Group of 
Bentonville, Arkansas, the Company purchased a 50% interest in Oklahoma 
National Bank of Duncan, Oklahoma, which had $68 million in assets, $43 
million in loans, and $61 million in deposits.

    On February 13, 1997, the Company acquired all of the outstanding common 
stock of W.B.T. Holding Company ("WBT") and its wholly owned subsidiary, 
United American Bank, in Memphis, Tennessee.  United American Bank, with 
assets of $281 million, loans of $176 million and deposits of $249 million, 
was merged into the Company's existing affiliate, First Commercial Bank, N.A., 
of Memphis, on February 28, 1997.  The Company issued 1,361,952 Company common 
shares in exchange for all of the outstanding common stock of WBT.  The 
transaction was accounted for as a pooling-of-interests.

    Three affiliations are currently pending, which reflect the Company's 
acquisition strategy of expanding existing markets as well as entering 
additional geographical areas.

    On May 9, 1996, the Company entered into a definitive agreement for the 
purchase of City National Bank, which is located in Whitehouse, Texas, and 
serves the Tyler and Whitehouse markets of East Texas through five locations.  
As of December 31, 1996, City National Bank had approximately $40 million in 
assets, $30 million in loans and $37 million in deposits.  The Company will 
issue approximately 190 thousand shares of the Company's common stock for all 
the outstanding stock of City National Bank.  The Company anticipates 
completion of this acquisition, which will be accounted for as a pooling-of-
interests, in the second quarter of 1997, at which time City National Bank 
will be merged with Tyler Bank and Trust Company, N.A., Tyler, Texas, a 
subsidiary of the Company.

    On December 20, 1996, the Company entered into a definitive agreement to 
acquire Southwest Bancshares, Inc., of Jonesboro, Arkansas, ("Southwest") and 
its wholly owned subsidiaries: First Bank of Arkansas, Jonesboro; First Bank 
of Arkansas, Russellville; First Bank of Arkansas, Searcy; and First Bank of 
Arkansas, Wynne.  As of December 31, 1996, Southwest had approximately $820 
million in assets, $606 million in loans, and $716 million in deposits.  The 
Company will issue approximately 3.4 million shares of the Company's common 
stock in exchange for all of the outstanding common stock of Southwest.  The 
transaction, which will be accounted for as a pooling-of-interests, is 
expected to close during the second quarter of 1997.



                                       4
<PAGE>

    On February 5, 1997, a definitive agreement was entered into whereby the 
Company will acquire First Central Corporation ("First Central") and its 
wholly owned subsidiary, First National Bank, Searcy, Arkansas, which as of 
December 31, 1996, had approximately $261 million in assets, $140 million in 
loans, and $229 million in deposits.  The Company will issue approximately 
1.65 million shares of the Company's common stock in exchange for all of the 
outstanding common stock of First Central.  The transaction will be accounted 
for as a pooling-of-interests and is expected to close during the second 
quarter of 1997.

    The affiliations with Southwest and First Central will result in 
overlapping markets in Russellville and Searcy.  Banking regulations prohibit 
a banking organization from exceeding a specified share of a given market 
through acquisition.  The Company is working with regulatory agencies to 
determine the required level of divestiture in these markets.

Foreign Operations
------------------

    Neither the Company nor any of its subsidiary banks conducts foreign 
operations.  Balances maintained in foreign countries amounted to $295,000 at 
December 31, 1996.  There are no loans to foreign corporations, banks, 
financial institutions, governments, consumers or businesses, or involving 
real estate in a foreign country, nor does the Company hold any deposits from 
banks in foreign countries, or from foreign governments, official 
institutions, central banks or international institutions.

Competition
-----------

    The activities engaged in by the Company and its subsidiaries are 
intensely competitive, and the Company competes for business with other 
financial services organizations, including other commercial banks, savings 
and loan associations, credit unions, brokerage firms, mortgage companies, 
leasing companies, finance companies, and a variety of financial services and 
advisory companies.

    The Company's subsidiary banks actively compete with other banks and 
financial institutions in their efforts to obtain deposits and make loans.  
The principal areas of competition in the commercial banking industry are in 
the scope and type of services offered and in interest rates paid on interest-
bearing and time deposits and charged on loans.  Competition with other 
financial institutions is expected to increase, especially with the passage of 
the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, which 
authorizes interstate banking and is discussed under the Regulation and 
Supervision section of this report in greater detail.

    According to information obtained from the Arkansas Bankers Association, 
during 1996 there were approximately 30 multi-bank holding companies in 
Arkansas and approximately 96 single-bank holding companies.  As of December 
31, 1996, the Company was the largest multi-bank holding company headquartered 
in Arkansas with $5.5 billion in total assets and $4.8 billion in total 
deposits.




                                       5
<PAGE>

Employees
---------

    As of December 31, 1996, the Company and its subsidiaries and affiliates 
had a total of 2,802 full-time equivalent employees.

                           REGULATION AND SUPERVISION

Regulation and Supervision of Bank Holding Companies:
-----------------------------------------------------

    The following summaries of statutes and regulations affecting bank holding 
companies do not purport to be complete.  The summaries are qualified in 
their entirety by reference to the provisions of the statutes and regulations 
summarized.

Bank Holding Company Act of 1956, as Amended:

    The Company is a bank holding company within the meaning of the Bank 
Holding Company Act of 1956, as amended (the "Act"), and is registered as such 
with the Board of Governors of the Federal Reserve System (the "Board of 
Governors".)  As a bank holding company, the Company is required to file with 
the Board of Governors an annual report and such additional information as the 
Board of Governors may require pursuant to the Act.  The Board of Governors 
may also make examinations of the Company and each of its subsidiaries.  The 
Act requires each bank holding company to obtain prior approval of the Board 
of Governors before it may acquire substantially all of the assets of any 
bank, or ownership or control of any voting shares of any bank, if, after such 
acquisition, it would own or control directly or indirectly, more than 5% of 
the voting shares of such bank.

    With certain exceptions, the Act further restricts non-banking 
acquisitions by registered bank holding companies to shares of companies whose 
activities the Board of Governors deems to be so closely related to banking, 
or managing or controlling banks, as to be proper incident thereto.  In making 
such determinations, the Board of Governors is required to consider whether 
the performance of such activities by an affiliate can reasonably be expected 
to produce benefits to the public, such as increased competition or gains in 
efficiencies against the risk of possible adverse effects, such as undue 
concentration of resources, decreases in or unfair competition, conflicts of 
interest, or unsound banking practices.

    The Board of Governors has determined by regulation that certain 
activities are permissible activities for bank holding companies and their 
affiliates, including making and servicing loans, operating an industrial loan 
institution, performing certain fiduciary functions, leasing real estate and 
personal property, making real estate and personal property appraisals, 
providing certain management consulting, investment and financial advice, 
acting as a futures commission merchant, performing certain data processing 
operations, acting as an insurance agent for certain types of insurance and 
underwriting credit life and disability insurance related to credit 
transactions within the particular holding company system, assisting in tax 
preparation and planning, providing check guaranty services, operating a 
collection agency, operating a credit bureau, underwriting and dealing in 
government obligations and money market instruments, providing foreign 
exchange advisory services, arranging commercial real estate equity financing,

                                       6
<PAGE>

promoting community development, handling money orders, savings bonds and 
travelers checks, providing securities brokerage, providing consumer financial 
counseling, operating savings associations, and providing courier services.

    Under Section 106 of the 1970 amendments to the Act and regulations of the 
Board of Governors, a bank holding company and its subsidiaries are prohibited 
from engaging in certain tie-in arrangements in connection with any extensions 
of credit, or lease or sale of any property or the furnishing of such 
services.

Risk-Based Capital Guidelines:

    In January 1989, the Board of Governors issued final guidelines to 
implement what is commonly referred to as risk-based capital adequacy, whereby 
banking organizations with less risky asset bases will be allowed to maintain 
lower capital amounts to support these assets than those organizations having 
high-risk assets.  The regulations currently require a total risk-based 
capital ratio of 8%.  The Company's December 31, 1996, risk-based capital 
ratio was 12.24%.

Federal Reserve Act:

    Under the Federal Reserve Act the Board of Governors has cease and desist 
powers over parent holding companies and nonbanking subsidiaries when actions 
of such holding companies and nonbanking subsidiaries would constitute a 
serious threat to the safety, soundness or stability of a subsidiary bank.  
The Board of Governors also has the authority to regulate debt obligations, 
other than commercial paper, issued by bank holding companies.

    The Company is an "affiliate" of its subsidiary banking institutions and 
will be an "affiliate" of any other acquired banks within the meaning of the 
Federal Reserve Act.  The Federal Reserve Act imposes certain restrictions on 
(i) loans by a subsidiary bank to its bank holding company or to any other 
affiliated companies, (ii) investments by a subsidiary bank in the stock or 
other securities of its bank holding company, and (iii) the use of stock or 
securities of the bank holding company as collateral for loans by a subsidiary 
bank to any borrower.

    The Company is also subject to certain restrictions with respect to 
engaging in the business of issuing, floatation, underwriting, public sale, 
and distribution of securities.

Arkansas Regulation:

    In addition to regulation by the Board of Governors, bank holding 
companies in Arkansas are subject to regulation by the State Bank 
Commissioner.  Accordingly, regular examinations are performed and the filing 
of certain reports is required.

    In 1983, the Arkansas Legislature passed legislation specifically 
authorizing the ownership of more than one bank by a bank holding company, 
subject to certain restrictions and conditions.  Generally, such legislation 
permits multi-bank holding companies if: (i) all banks controlled by the bank 
holding company were chartered pursuant to an application filed before 
December 31, 1982, or were in existence for ten years, and (ii) all banks 
owned or controlled by the bank holding company have, in the aggregate, 10% or

                                       7
<PAGE>

less of the total deposits held by all state and national banks having their 
principal offices within the State of Arkansas.  The 10% restriction was 
modified to 12% effective June 30, 1984, and to 15% effective December 31, 
1984.  In 1993, the Arkansas Legislature increased the deposit limit to 25% of 
the total deposits held by all state and national banks having their principal 
offices within the State of Arkansas.

    In 1988, the Arkansas Legislature enacted legislation making significant 
changes to Arkansas' interstate banking and branching laws.  As of January 1, 
1989, bank acquisitions between banks in Arkansas and banks in states within 
the Southern Regional Compact, which had reciprocal banking laws, were 
permitted.  Arkansas banks acquired under the 1988 law must have been in 
existence for at least ten years.  Under such legislation, branches could be 
located anywhere within the county of a bank's principal banking office.  
After December 31, 1993, branches could be established in counties contiguous 
to the county in which the principal office was located.  After December 31, 
1998, branches may be located anywhere in the State of Arkansas.  A 
subparagraph to Arkansas' Thrift Banking Legislation was enacted to apply the 
same branching restrictions to Arkansas thrifts.

    In 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act 
of 1994 (the "Riegle-Neal Act") was enacted as part of the federal banking 
laws.  The interstate banking provisions of the Riegle-Neal Act repealed the 
Douglas Amendment to the Bank Holding Company Act of 1956 and permits after 
September 19, 1995, the acquisition of banks in any state by bank holding 
companies located in other states.  The interstate branching provisions of the 
Riegle-Neal Act, which become effective on June 1, 1997, permit a bank to 
acquire and operate branches in states other than the bank's home state, 
subject to certain continued state regulation.

    In response to the Riegle-Neal Act, Arkansas has adopted the Arkansas 
Interstate Banking and Branching Act, which becomes effective on May 31, 1997.  
The Arkansas Interstate Banking and Branching Act prohibits a bank holding 
company from directly or indirectly owning or controlling more than one bank 
subsidiary, if any such bank subsidiary having its main office in the State of 
Arkansas has a de novo charter.  A bank shall be considered to have a de novo 
charter if the bank has been in existence for less than five years; provided, 
however, a bank resulting from the conversion of a savings and loan 
association to a bank, or from the conversion of a state bank to a national 
bank, or from the conversion of a national bank to a state bank shall be 
deemed to have been in existence, for the purpose of determining whether it 
has a de novo charter, from the date the converting institution came into 
existence.  In addition, the Arkansas Interstate Banking and Branching Act 
prohibits a bank holding company from acquiring the stock or the assets of any 
bank that has its main office or any branch office in the State of Arkansas, 
if after giving effect to the acquisition of such stock or assets, the 
acquiring bank holding company would own or control, directly or indirectly, 
banks having in the aggregate more than 25% of the total bank deposits within 
the State of Arkansas.

    The Arkansas Interstate Banking and Branching Act authorizes interstate 
branching following an interstate bank merger and authorizes Arkansas banks 
and out-of-state banks to establish customer-bank communication terminals 
anywhere within the State of Arkansas.  However, the Act prohibits an out-of-
state bank from coming into Arkansas by establishing a new branch or by 
acquiring an existing branch in Arkansas from another financial institution as

                                       8
<PAGE>

its first branch in the State of Arkansas.  The Act retains the provisions of 
the 1988 Act discussed above, which allows banks to establish branch offices 
in counties contiguous to the county in which the principal office of the bank 
is located and which effectively defers state-wide branching until after 
December 31, 1998.

Arkansas Usury Law:

    The Arkansas Usury Law, which applies to all of the Company's Arkansas 
affiliates, generally limits interest rates on all credit classifications to a 
rate equal to the Federal Reserve Bank of St. Louis' discount rate plus 5%.  
The interest rate on consumer loans is subject to the additional restriction 
that, in any event, it may not exceed 17%.  Loans secured by first liens on 
residential real property are not subject to any interest rate limitation.

Texas Regulation:

    The Texas Banking Act permits an "out-of-state" bank holding company to 
acquire control of a bank located in the State of Texas, if such bank received 
a charter and was continually operated for at least five years prior to the 
acquisition, and subjects the "out-of-state" bank holding company to the 
supervision and regulation by the Banking Department of Texas.

    Under the Texas Banking Act, a bank holding company cannot control more 
than 20% of the total deposits of all state and national banks domiciled in 
the State of Texas.

Government Monetary Policy and Economic Controls:

    In addition to the effect of general economic conditions, the earnings of 
the Company's subsidiary banks are affected by the fiscal and monetary 
policies of the Federal Reserve System, which attempts to regulate the 
national money supply so as to mitigate recessionary and inflationary 
pressures.  The techniques used by the Federal Reserve System include setting 
the reserve requirements for banks and establishing the discount rate on 
banks' borrowings.  The Federal Reserve System also conducts open market 
operations in United States government securities.

    The policies of the Federal Reserve System have a direct effect on the 
amount of bank loans and deposits and the interest rates charged and paid 
thereon.  The impact upon the future business and earnings of the subsidiary 
banks of current economic problems and policies of the Federal Reserve System, 
and other regulatory authorities designed to deal with these problems cannot 
be accurately predicted; however, such economic problems and policies can 
materially affect the revenues and net income of commercial banks.

Other Regulatory Developments:

    In December, 1991, the FDIC Improvement Act of 1991 ("FDICIA") was 
enacted.  FDICIA contains numerous provisions increasing regulatory review of 
depository institutions' operations.  The increased regulations include annual 
examinations by the depository institution's primary regulator and mandatory 
independent audits for all depository institutions with assets of $500 million 
or more.  In addition, the institutions must establish independent audit 
committees composed solely of outside directors.


                                       9
<PAGE>

    Effective December 16, 1992, final rules regarding FDICIA's establishment 
of five capital levels, ranging from "well capitalized" to "critically 
undercapitalized" were adopted.  If an institution's capital level falls below 
"well capitalized," it becomes subject to increasing regulatory oversight and 
restrictions on banking activities.  These regulations and restrictions 
increase at each lower capital level.  In addition, FDIC insurance premiums 
are now, in part, based upon an institution's capital level.  A financial 
institution is considered "well capitalized" if it is under no regulatory 
order or action and its leverage ratio is at least 5% and its Tier I and total 
risk-based capital ratios are at least 6% and 10%, respectively.  The Company 
is considered "well capitalized," as defined, with a leverage ratio of 8.07%, 
a Tier I capital ratio of 11.44% and a total risk-based capital ratio of 
12.24% at December 31, 1996.

Regulation and Supervision of Subsidiary Banks:
-----------------------------------------------

    The national bank subsidiaries of the Company are subject to regulation 
and supervision by the Office of the Comptroller of the Currency.  The state 
bank subsidiaries of the Company that are located in the State of Arkansas are 
subject to regulation and supervision, including regular bank examinations, by 
the Arkansas State Bank Department.  The state bank subsidiary of the Company 
that is located in the State of Louisiana is subject to regulation and 
supervision, including regular bank examinations, by the Louisiana Office of 
Financial Institutions.  The Company and its subsidiaries are also subject to 
examinations and regulation by the Federal Reserve System under the provision 
of the Bank Holding Company Act of 1956, as amended.

    All of the Company's subsidiary banks are members of the FDIC, which 
currently insures the deposits of each member bank up to a maximum of $100,000 
per deposit relationship.  For this protection, each bank pays a semi-annual 
statutory assessment and is subject to the rules and regulations of the FDIC 
and to examinations by the FDIC.

                      EXECUTIVE OFFICERS OF THE COMPANY

    As of December 31, 1996, the principal executive officers of the Company 
were as follows:

Jack Fleischauer, Jr., 48, serves as Chairman of the Board, President and 
Chief Executive Officer of First Commercial Bank, N.A., Little Rock, Arkansas.  
Mr. Fleischauer assumed the President and Chief Executive Officer positions in 
May 1994 and the Chairman of the Board position in June 1996.  Prior to 
joining the Company in 1994, Mr. Fleischauer served as President and Chief 
Operating Officer of Worthen National Bank, Little Rock, Arkansas, lead bank 
for Worthen Banking Corporation, which position he assumed in 1991.  Mr. 
Fleischauer joined the Company with over twenty years of banking experience.

Barnett Grace, 52, serves as Chairman of the Board, President and Chief 
Executive Officer of the Company.  Mr. Grace has been employed by the Company 
and/or its subsidiaries since 1972.  Mr. Grace assumed the position of 
President of the Company in 1988 and the positions of Chairman of the Board 
and Chief Executive Officer of the Company in 1990.




                                      10
<PAGE>

Edwin P. Henry, 59, serves as Executive Vice President of the Company.  Mr. 
Henry also serves as Executive Vice President of First Commercial Bank, N.A., 
Little Rock, Arkansas, and Chairman of the Affiliate Bank Management Group.  
Additionally, he serves as a director on several boards of directors of 
affiliate banks.  Mr. Henry has been associated with the Company and/or its 
subsidiaries since 1962.

J. French Hill, 40, serves as Executive Officer of the Company.  Mr. Hill's 
areas of responsibility include Trust, Investment Banking and Bank Brokerage.  
Prior to joining the Company in March 1993, Mr. Hill served as a U.S. Treasury 
official and Special Assistant to President George Bush.

Clarence E. Hoover, 54, serves as Executive Officer of Operations and 
Management Information Services.  Prior to joining the Company in December 
1991, Mr. Hoover was employed with banking institutions in Virginia and 
Tennessee and possessed over thirty years of banking experience.

Douglas Jackson, 59, serves as Director of Regional Lending for the Company, 
which position he assumed in 1996.  Mr. Jackson previously served as Senior 
Credit Officer of State First Financial Corporation, which was merged into the 
Company in July 1996.  Mr. Jackson has been associated with the Company and/or 
its subsidiaries since 1987.

Howard M. Qualls, 62, serves as Chairman of the Board, President and Chief 
Executive Officer of State First National Bank, Texarkana, Arkansas.  Mr. 
Qualls has been associated with State First National Bank, Texarkana, 
Arkansas, which was acquired by the Company in 1994, since 1980, when he 
assumed the position of President.  Mr. Qualls assumed the Chief Executive 
Officer position in 1989 and the Chairman of the Board position in 1994.

Neil S. West, 51, serves as Executive Officer of the Company, a position he 
assumed in August 1995, with responsibility for the Company's Credit 
Administration Division and oversight responsibility for ten of the Company's 
banking institutions.  Mr. West also serves as Chairman of the Board and Chief 
Executive Officer of Tyler Bank and Trust Company, N.A., Tyler, Texas, a 
position he has held since February 1993.  Mr. West previously served as 
President and Chief Executive Officer of State First Financial Corporation, a 
position he assumed in May 1994.  State First Financial Corporation was merged 
into the Company in July 1996.  Mr. West has been associated with the Company 
and/or its subsidiaries since 1987, when he joined the Company with over 
fifteen years of banking experience.

J. Lynn Wright, 34, serves as Chief Financial Officer of the Company.  Mr. 
Wright joined the Company in 1984 and served in various capacities with the 
Company's Finance Division before assuming his current position in July 1992.

                          STATISTICAL DISCLOSURE

    The information required by Guide 3, "Statistical Disclosure by Bank 
Holding Companies," is contained in the Company's 1996 Annual Report on pages 
10 through 26, which information is incorporated herein by reference.






                                      11
<PAGE>

Item 2. PROPERTIES
        ----------

    The principal offices of the Company and the following affiliates, First 
Commercial Bank, N.A., First Commercial Mortgage Company, First Commercial 
Trust Company, N.A., First Commercial Investments, Inc., and Financial Fleet 
Services, Inc., are located in the First Commercial Building at 400 West 
Capitol Avenue in downtown Little Rock, Arkansas.  The Company and its 
affiliates lease approximately 235,000 combined square feet of space.  The 
office space is held under long-term leases from First Commercial, Inc., a 
wholly owned subsidiary of First Commercial Bank, N.A.

    The Company and its banking subsidiaries and affiliates maintain 133 
banking locations throughout the States of Arkansas, Texas, Tennessee, 
Louisiana and Oklahoma.  The majority of these offices are owned by the 
respective subsidiary and affiliate banks.

    For information regarding lease commitments, See Note 15, Commitments and 
Contingencies, of the Notes to the Consolidated Financial Statements in the 
Company's 1996 Annual Report, which note is incorporated herein by reference.

Item 3. LEGAL PROCEEDINGS
        -----------------

AEARTH DEVELOPMENT, INC., v. FIRST COMMERCIAL BANK, N.A.
--------------------------------------------------------
    First Commercial Bank, N.A., a wholly owned subsidiary of Registrant, is 
the defendant in litigation initiated in 1989 seeking approximately $200 
million in compensatory damages plus punitive damages.  Plaintiffs in the 
litigation allege fraudulent conspiracy, fraudulent misrepresentation, 
tortious interference with a business expectancy, breach of contract, willful 
breach of fiduciary duty, interference with performance of contract, 
securities law violations, conversion, prima facie tort and violations of the 
Federal Racketeer Influenced and Corrupt Organizations Act as a basis for 
trebled damages.  In June of 1991, the matter was tried before a chancery 
judge in Chancery Court in Pulaski County, Arkansas, and on June 5, 1992, the 
complaint was dismissed and no damages were assessed against First Commercial 
Bank, N.A.  Plaintiffs appealed this decision to the Supreme Court of Arkansas 
in July of 1992, alleging error for failure to try the case before a jury in 
Circuit Court.  On July 18, 1994, the Supreme Court of Arkansas remanded the 
case to Circuit Court in Pulaski County, Arkansas, for jury trial.  A jury 
trial was held, which concluded March 13, 1996, with the jury awarding 
plaintiffs a total of $12.5 million compensatory damages and $10.0 million 
punitive damages.  On April 30, 1996, the trial court approved a $7.3 million 
set off to the March 13, 1996, $22.5 million jury verdict.  The set off 
pertained to monies owed by Aearth Development, Inc., and related interests, 
to First Commercial Bank, N.A.  On May 20, 1996, the Court entered a judgment 
against First Commercial Bank, N.A., in the amount of $15.2 million.  
Thereafter, on June 21, 1996, the Court granted a Motion for Remittitur and 
reduced the punitive damages awarded in the judgment by $7.0 million.  
Therefore, the final award was $8.2 million.  On June 27, 1996, First 
Commercial Bank, N.A., filed a Notice of Appeal to the Supreme Court of 
Arkansas.  Management of the Company and First Commercial Bank, N.A., intend 
to vigorously pursue the appeal.  The ultimate legal and financial liability 
of the Company in connection with this matter cannot be estimated with 
certainty, but management, based on the advice of legal counsel that the

                                      12
<PAGE>

judgment entered on the verdict will be reversed and dismissed in whole or in 
part or a new trial ordered in whole or in part, believes that the impact of 
this matter will not have a materially adverse effect on the Company's 
financial position.  However, if any substantial loss were to occur as a 
result of this litigation it could have a material adverse impact upon results 
of operations in the fiscal quarter and/or year in which it were to be 
incurred, but the Company cannot estimate the range of any reasonably possible 
loss.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

    No information is required in response to this Item as no matters were 
submitted to a vote of Registrant's security holders during the fourth quarter 
of the fiscal year covered by this report.

                                    PART II


Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
        --------------------------------------------------------------------

    The information required by Item 201 of Regulation S-K is contained in the 
Management's Discussion & Analysis Section of the Company's 1996 Annual Report 
under the heading "Dividend Policy," which information is incorporated herein 
by reference.

    For information on dividend restrictions see Note 4, Pledged Assets and 
Regulatory Restrictions, and Note 10, Long-term Debt, of the Notes to 
Consolidated Financial Statements in the Company's 1996 Annual Report, which 
notes are incorporated herein by reference.

    On February 13, 1997, the Company, in an offering exempt from registration 
pursuant to Section 4(2) of the Securities Act of 1933, issued 1,361,952 
Company common shares to U.A.B. Holding Trust in exchange for all of the 
outstanding shares of common stock of W.B.T. Holding Company.

Item 6. SELECTED FINANCIAL DATA
        -----------------------

    The information required by Item 301 of Regulation S-K is contained in the 
Management's Discussion & Analysis Section of the Company's 1996 Annual Report 
under the heading "Six-Year Financial Summary," which information is 
incorporated herein by reference.


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
        RESULTS OF OPERATIONS
        ---------------------

    The information required by Item 303 of Regulation S-K is contained in the 
Company's 1996 Annual Report on pages 10 through 26, which information is 
incorporated herein by reference.


                                      13
<PAGE>

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        -------------------------------------------

    The information required by this Item and by Item 302 of Regulation S-K is 
contained in the Company's 1996 Annual Report on pages 27 through 49 and in 
the Management's Discussion & Analysis Section under the heading "Selected 
Quarterly Operating Results," respectively, which information is incorporated 
herein by reference.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        ---------------------------------------------------------------
        FINANCIAL DISCLOSURE
        --------------------

    No information is required in response to this Item.


                                   PART III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

    The information required by Item 401 of Regulation S-K is contained in the 
Company's 1997 Proxy Statement under the headings "Election of Directors" and 
"Other Information" on pages 3 through 6, which information is incorporated 
herein by reference.  The information required by Item 405 of Regulation S-K 
is contained in the Company's 1997 Proxy Statement under the heading "Section 
16(a) Beneficial Ownership Reporting Compliance" on page 12, which information 
is incorporated herein by reference.

    The information concerning the executive officers of the Registrant is 
contained in Part I, Item 1, of this report under the caption "Executive 
Officers of the Company."


Item 11. EXECUTIVE COMPENSATION
         ----------------------

    The information required by Item 402 of Regulation S-K is contained in the 
Company's 1997 Proxy Statement under the headings "Compensation of Directors 
and Executive Officers," "First Commercial Corporation's 1996 Compensation 
Committee Report on Executive Compensation," and "Stock Performance Chart" on 
pages 6 through 11, which information is incorporated herein by reference.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

    The information required by Item 403 of Regulation S-K is contained in the 
Company's 1997 Proxy Statement under the headings "Principal Holders of 
Shares" and "Election of Directors" on pages 2 through 5, which information is 
incorporated herein by reference.



                                      14
<PAGE>

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

    The information required by Item 404 of Regulation S-K is contained in the 
Company's 1997 Proxy Statement under the headings "Compensation Committee 
Interlocks and Insider Participation" and "Transactions with Management and 
Others" on pages 9 and 12, respectively, which information is incorporated 
herein by reference.


                                    PART IV


Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         ----------------------------------------------------------------

    (a) The following documents are filed as part of this report:

       (1) Financial Statements:
                                                                      Page
                                                                    Number(*)
                                                                    ---------
          Reports of Management and Independent Auditors               27

          Consolidated Statements of Income for the Years Ended
            December 31, 1996, 1995 and 1994                           28

          Consolidated Balance Sheets as of December 31, 1996
            and 1995                                                   29

          Consolidated Statements of Stockholders' Equity for the
            Years Ended December 31, 1996, 1995 and 1994               30

          Consolidated Statements of Cash Flows for the Years
            Ended December 31, 1996, 1995 and 1994                     31

          Notes to Consolidated Financial Statements                32 - 49

       (*) Page numbers refer to the Company's 1996 Annual Report, which pages
           are incorporated herein by reference.

       (2) Financial Statement Schedules:

          All schedules are omitted for the reasons that they are not
          required or are not applicable, or the required information is
          shown in the consolidated financial statements or the notes
          thereto.










                                      15
<PAGE>

       (3) Executive Compensation Plans and Arrangements:

          1987 Incentive and Non-Qualified Stock Option Plan, as amended
          (Exhibit 10(a) hereto).

          Non-Qualified Deferred Compensation Plan (Exhibit 10(b) hereto).

          Supplemental Executive Retirement Plan for C. Barnett Grace (Exhibit
          10(c) hereto).

          Supplemental Executive Retirement Plan for John I. Fleischauer, Jr.
          (Exhibit 10(d) hereto).

          Change-in-Control Agreement between the Company and Barnett Grace
          (Exhibit 10(e) hereto).

          Change-in-Control Agreement between the Company and Jack
          Fleischauer, Jr. (Exhibit 10(f) hereto).

          Change-in-Control Agreement between the Company and Edwin P. Henry
          (Exhibit 10(g) hereto).

          Change-in-Control Agreement between the Company and Neil Stewart
          West (Exhibit 10(h) hereto).

          Change-in-Control Agreement between the Company and Howard M.
          Qualls (Exhibit 10(i) hereto).

    (b) Reports on Form 8-K:

       Registrant did not file any reports on Form 8-K during the fourth
       quarter of 1996.

    (c) Exhibits:

       The exhibits required to be filed by Item 601 of Regulation S-K 
       are submitted as a separate section of this report under the caption
       "Index to Exhibits."

    (d) Financial Statement Schedules:

       Not applicable.















                                      16
<PAGE>

                                SIGNATURES

    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.

                                       FIRST COMMERCIAL CORPORATION



                                       By: /s/ Barnett Grace
                                          -------------------------
                                           Barnett Grace
                                           Chairman of the Board
Date:  March 12, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

          SIGNATURE                         TITLE                    DATE     

/s/ Barnett Grace             Chairman of the Board, President, March 12, 1997
----------------------------  Chief Executive Officer and 
    Barnett Grace             Director (Principal Executive 
                              Officer)

/s/ J. Lynn Wright            Chief Financial Officer           March 12, 1997
----------------------------  (Principal Financial and
    J. Lynn Wright             Accounting Officer)

/s/ John W. Allison           Director                          March 12, 1997
----------------------------
   John W. Allison

/s/ Truman Arnold             Director                          March 12, 1997
----------------------------
   Truman Arnold

/s/ William H. Bowen          Director                          March 12, 1997
----------------------------
   William H. Bowen

/s/ Peggy Clark               Director                          March 12, 1997
----------------------------
   Peggy Clark    

/s/ Robert G. Cress           Director                          March 12, 1997
----------------------------
   Robert G. Cress

/s/ Cecil W. Cupp, Jr.        Director                          March 12, 1997
----------------------------
   Cecil W. Cupp. Jr.



                                      17
<PAGE>

/s/ Frank D. Hickingbotham    Director                          March 12, 1997
----------------------------
   Frank D. Hickingbotham

/s/ Walter E. Hussman, Jr.    Director                          March 12, 1997
----------------------------
   Walter E. Hussman, Jr.

/s/ Frederick E. Joyce, M.D.  Director                          March 12, 1997
----------------------------
   Frederick E. Joyce, M.D.

/s/ Jack G. Justus            Director                          March 12, 1997
----------------------------
   Jack G. Justus

/s/ William M. Lemley         Director                          March 12, 1997
----------------------------
   William M. Lemley

/s/ Michael W. Murphy         Director                          March 12, 1997
----------------------------
   Michael W. Murphy

/s/ Sam C. Sowell             Director                          March 12, 1997
----------------------------
   Sam C. Sowell

/s/ Paul D. Tilley            Director                          March 12, 1997
----------------------------
   Paul D. Tilley


























                                      18
<PAGE>
<TABLE>
<CAPTION>
                                               Index to Exhibits

     Exhibit Number                                         Exhibit                                      
     --------------  -------------------------------------------------------------------------------------
     <S>             <C>
          3(i) <F*>  Company's Second Amended and Restated Articles of Incorporation, as amended
                     (3(i) in Form 10-Q for the quarter ended June 30, 1996, in 0-9676).

          3(ii)<F*>  Company's Bylaws as currently in effect (3(d) in Form 10-K for the fiscal year ended
                     December 31, 1991, in 0-9676).

         10(a) <F*>  1987 Incentive and Non-Qualified Stock Option Plan, as amended (10(a) in Form 10-K
                     for the fiscal year ended December 31, 1994, in 0-9676).

         10(b) <F*>  Non-Qualified Deferred Compensation Plan, as amended (10(b) in Form 10-K for the
                     fiscal year ended December 31, 1994, in 0-9676).

         10(c) <F*>  Supplemental Executive Retirement Plan for C. Barnett Grace (10(c) in Form 10-K for
                     the fiscal year ended December 31, 1995, in 0-9676).

         10(d)       Supplemental Executive Retirement Plan for John I. Fleischauer, Jr.

         10(e)       Change-in-Control Agreement between the Company and C. Barnett Grace.

         10(f)       Change-in-Control Agreement between the Company and John I. Fleischauer, Jr.

         10(g)       Change-in-Control Agreement between the Company and Edwin P. Henry.

         10(h)       Change-in-Control Agreement between the Company and Neil S. West.

         10(i)       Change-in-Control Agreement between the Company and Howard M. Qualls.

         11          Computation of Earnings per Common Share.

         13          Portions of the Company's Annual Report to Shareholders for the fiscal year ended
                     December 31, 1996.

         21          Subsidiaries of Registrant.

         23          Consent of Ernst & Young LLP.

         27          Financial Data Schedule

         99          Annual Report on Form 11-K for Stock Purchase Plan for employees of First Commercial
                     Corporation (to be filed by amendment).
----------
<FN>
<F*>  Document has been previously filed with the Securities and Exchange Commission and is incorporated herein
      by reference. (Exhibit numbers and file numbers appear in parenthesis.)
</FN>
</TABLE>