<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ------------

                                   FORM 10-Q

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended September 30, 1996

                                       OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                          Commission File No. 0-25160

                        ALABAMA NATIONAL BANCORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

     DELAWARE                                            63-1114426
     --------                                            ---------- 
(State of Incorporation)                   (I.R.S. Employer Identification No.)

            1927 FIRST AVENUE NORTH, BIRMINGHAM, ALABAMA 35203-4009
            -------------------------------------------------------
                    (Address of principal executive office)

Registrant's telephone number, including area code:  (205) 583-3654

                                      NONE
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

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 the number of shares outstanding of each of the registrant's
          classes of common stock, as of the latest practicable date.

           Class                            Outstanding at September 30, 1996
           -----                            ---------------------------------
Common Stock, $1.00 Par Value                           6,515,418


<PAGE>   2

<TABLE>
<CAPTION>
                                    INDEX

               ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
<S>                                                                                           <C>
PART 1. FINANCIAL INFORMATION                                                                 PAGE


Item 1.   Financial Statements (Unaudited)

          Consolidated statements of condition
          September 30, 1996 and December 31, 1995  . . . . . . . . . . . . . . . . . . . . . .  3

          Consolidated statements of income
          Three month periods ended September 30, 1996 and 1995;
          Nine month periods ended September 30, 1996 and 1995 . .  . . . . . . . . . . . . . .  4

          Consolidated statements of cash flows
          Nine month periods ended September 30, 1996 and 1995  . .  . . . . . . . . . . . . . . 8

          Notes to the unaudited consolidated financial statements
          September 30, 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9


Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations  . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . 13

PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                                                                                                  
</TABLE>


                                      2
<PAGE>   3
PART I - FINANCIAL INFORMATION

                   ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
                         (IN THOUSANDS, EXCEPT SHARES)


<TABLE>
<CAPTION>
                                                                              September 30, 1996          December 31, 1995
                                                                              ------------------           -----------------
<S>                                                                                 <C>                           <C>
ASSETS
  Cash and due from banks ....................................................      $   38,726                    $ 39,202
  Interest-bearing deposits in other banks ...................................             239                      11,168
  Investment securities (estimated market values of $75,183 and $61,618) .....          75,815                      61,594
  Securities available for sale ..............................................          75,579                      92,270
  Trading securities .........................................................           1,866                       4,402
  Federal funds sold and securities purchased under agreements to resell .....          21,864                      37,820
  Loans ......................................................................         590,590                     555,252
  Unearned income ............................................................          (1,883)                     (2,133)
                                                                                    ----------                    --------  
  Loans, net of unearned income ..............................................         588,707                     553,119
  Allowance for loan losses ..................................................          (9,245)                     (8,909)
                                                                                    ----------                    --------  
  Net loans ..................................................................         579,462                     544,210
  Property, equipment and leasehold improvements, net ........................          20,567                      20,163
  Intangible assets ..........................................................           7,389                       7,595
  Other assets ...............................................................          19,684                      21,299
                                                                                    ----------                    --------  
  Totals .....................................................................      $  841,191                    $839,723
                                                                                    ==========                    ========
LIABILITIES AND STOCKHOLDERS' EQUITY

  Deposits:
      Noninterest bearing ....................................................      $  119,375                    $112,382
      Interest bearing .......................................................         548,850                     564,154
                                                                                    ----------                    --------  
  Total deposits .............................................................         668,225                     676,536
  Federal funds purchased and securities sold under agreements to repurchase .          51,296                      58,921
  Treasury tax and loan account ..............................................           6,243                       2,441
  Short-term borrowings ......................................................          41,434                      21,280
  Accrued expenses and other liabilities .....................................          10,288                      21,535
  Long-term debt .............................................................             307                         821
                                                                                    ----------                    --------  
  Total liabilities ..........................................................         777,793                     781,534
                                                                                    ----------                    --------  
STOCKHOLDERS' EQUITY:
  Common stock, $1 par; authorized 10,000,000 shares;
       issued 6,881,968 and 6,871,968 shares .................................           6,882                       6,872
  Additional paid-in capital .................................................          53,438                      53,401
  Retained earnings ..........................................................           8,889                       3,119
  Treasury stock, 366,550 shares at cost .....................................          (5,023)                     (5,023)
  Unearned restricted stock ..................................................            (208)                       (278)
  Unrealized gain (loss) on available for sale securities, net of taxes ......            (580)                         98
                                                                                    ----------                    --------  
  Total stockholders' equity .................................................          63,398                      58,189
                                                                                    ----------                    --------  
  Totals .....................................................................      $  841,191                    $839,723
                                                                                    ==========                    ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.



                                      3

<PAGE>   4
                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                   For the three months
                                                                                   ended September 30,
                                                                                   --------------------
                                                                                   1996          1995
                                                                                   ----          ----
<S>                                                                                <C>            <C>
INTEREST INCOME:                                                                                 
   Interest and fees on loans ........................................             $13,456        $7,683     
   Interest on securities ............................................               2,430         1,540     
   Interest on deposits in other banks ...............................                  15             -     
   Interest on trading securities ....................................                  30            42     
   Interest on federal funds sold and securities purchased under                                             
      agreements to resell ...........................................                 215           574     
                                                                                   -------        ------                  
Total interest income ................................................              16,146         9,839     
INTEREST EXPENSE:                                                                                            
    Interest on deposits .............................................               6,034         4,324     
    Interest on federal funds purchased and securities sold under                                            
      agreements to resell ...........................................                 711           510     
    Interest on long and short-term borrowings .......................                 605           251     
                                                                                   -------        ------  
Total interest expense ...............................................               7,350         5,085     
                                                                                   -------        ------  
Net interest income ..................................................               8,796         4,754     
Provision for loan losses ............................................                   -           202     
                                                                                   -------        ------  
Net interest income after provision for loan losses ..................               8,796         4,552     
                                                                                                             
NONINTEREST INCOME:                                                                                          
    Securities gains .................................................                   7             -     
    Gain on sale of assets ...........................................                  20             -     
    Service charges on deposit accounts ..............................                 935           428     
    Investment services ..............................................               1,801         1,312     
    Trust department income ..........................................                 395           315     
    Other ............................................................                 705           213     
                                                                                   -------        ------  
Total noninterest income .............................................               3,863         2,268     
</TABLE>



                                      4
<PAGE>   5
                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (CONTINUED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                 For the three months
                                                                 ended September 30,
                                                                 -------------------
                                                                 1996          1995
                                                                 ----          ----
<S>                                                              <C>           <C>
NONINTEREST EXPENSE:                                                          
  Salaries and employee benefits .........................        4,819           3,126        
  Occupancy and equipment expenses .......................        1,156             799        
  Other ..................................................        3,198           1,573        
                                                                 ------        -------- 
Total noninterest expense ................................        9,173           5,498        
                                                                 ------        --------       
Income before provision for income taxes and                                                   
minority interest in earnings of consolidated                                                 
subsidiaries .............................................        3,486           1,322        
Provision for income taxes ...............................          897             132        
Income before minority interest in earnings of                   ------        --------        
consolidated subsidiaries ................................        2,589           1,190        
                                                                                               
Minority interest in earnings of consolidated                                                  
 subsidiaries ............................................            4             171        
                                                                 ------        -------- 
Net income ...............................................        2,585           1,019        
Less cash dividends on preferred stock ...................            4             600        
                                                                 ------        -------- 
Net income available for common shares ...................       $2,581        $    419        
                                                                 ======        ========
                      
Net income per common share ..............................       $ 0.39        $   0.15        
                                                                 ======        ========
Weighted average common and common equivalent                                                  
   shares outstanding ....................................        6,679           2,874
                                                                 ======        ========
</TABLE>





See accompanying notes to unaudited consolidated financial statements.


                                      5

<PAGE>   6
                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                              For the nine months
                                                                              ended September 30,
                                                                              -------------------
                                                                              1996          1995
                                                                              ----          ----
<S>                                                                           <C>           <C>
INTEREST INCOME:
    Interest and fees on loans .........................................      $39,487       $21,966      
   Interest on securities ..............................................        7,355         4,482      
   Interest on deposits in other banks .................................          203             -      
   Interest on trading securities ......................................          154            42      
   Interest on federal funds sold and securities purchased under                                         
      agreements to resell .............................................        1,274         1,039
                                                                              -------       -------  
Total interest income ..................................................       48,473        27,529      
INTEREST EXPENSE:                                                                                        
    Interest on deposits ...............................................       18,534        11,858      
    Interest on federal funds purchased and securities sold under                                        
      agreements to resell .............................................        2,530         1,242      
    Interest on long and short-term borrowings .........................        1,620           703      
                                                                              -------       -------  
Total interest expense .................................................       22,684        13,803      
                                                                              -------       -------  
Net interest income ....................................................       25,789        13,726      
Provision for loan losses ..............................................          209           210      
                                                                              -------       -------  
Net interest income after provision for loan losses ....................       25,580        13,516      
                                                                                                         
NONINTEREST INCOME:                                                                                      
    Securities gains ...................................................           41             -      
    Gain on sale of assets and deposits ................................          343             -      
    Service charges on deposit accounts ................................        2,780         1,258      
    Investment services ................................................        5,942         1,967      
    Trust department income ............................................        1,105           891      
    Other ..............................................................        1,771           560      
                                                                              -------       -------
Total noninterest income ...............................................       11,982         4,676      
                                                                              
</TABLE>



                                      6
<PAGE>   7
              ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               For the nine months
                                                               ended September 30,
                                                              --------------------
                                                               1996          1995
                                                               ----          ----
<S>                                                            <C>           <C>
NONINTEREST EXPENSE:                                    
  Salaries and employee benefits .......................       15,867         7,551       
  Occupancy and equipment expenses .....................        3,325         1,988       
  Other ................................................        8,126         4,003
                                                               ------        ------ 
Total noninterest expense ..............................       27,318        13,542       
                                                               ------        ------       
Income before provision for income taxes and                                              
minority interest in earnings of consolidated                                             
subsidiaries ...........................................       10,244         4,650       
Provision for income taxes .............................        3,288           333       
Income before minority interest in earnings of                 ------        ------       
consolidated subsidiaries ..............................        6,956         4,317       
                                                                                          
Minority interest in earnings of consolidated                                             
 subsidiaries ..........................................           14           613       
                                                               ------        ------ 
Net income .............................................        6,942         3,704       
Less cash dividends on preferred stock .................            4           679       
                                                               ------        ------ 
Net income available for common shares .................       $6,938        $3,025       
                                                               ======        ======                   
Net income per common share ............................       $ 1.04        $ 1.05       
Weighted average common and common equivalent                  ======        ======                   
   shares outstanding ..................................        6,675         2,874       
                                                               ======        ======
</TABLE>

                                                        
                                                        
                                                        
                                                        










See accompanying notes to unaudited consolidated financial statements.



                                      7
<PAGE>   8

                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             For the nine months
                                                                             ended September 30,
                                                                             -------------------
                                                                            1996             1995
                                                                            ----             ----

<S>                                                                       <C>             <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES . . . . . . . . . .   $    202        $    (523)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities  . . . . . . . . . . . . . . . . . .    (23,857)          (4,920)
Proceeds from maturities of investment securities . . . . . . . . . . .      9,569            4,618
Purchases of securities available for sale  . . . . . . . . . . . . . .    (34,832)          (2,227)
Proceeds from sale of securities available for sale . . . . . . . . . .      1,816                -
Proceeds from maturities of securities available for sale . . . . . . .     49,452                -
Net decrease in interest-bearing deposits in other banks  . . . . . . .     10,929                -
Net (increase) decrease in federal funds sold and securities purchased
     under agreements to resell . . . . . . . . . . . . . . . . . . . .     16,136          (28,893)
Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . .    (35,588)         (14,844)
Purchases of property, equipment and leasehold improvements   . . . . .     (1,916)            (995)
Proceeds from sale of property, equipment and leasehold improvements  .        381                -
Proceeds from sale of life insurance policy . . . . . . . . . . . . . .        250                -
Bank acquisition, net of cash acquired  . . . . . . . . . .                     -             3,113
Proceeds from sale of banking offices, net of cash paid   . . . . . . .        274                -
Proceeds from sale of other real estate owned . . . . . . . . . . . . .        327            1,118
                                                                          --------        ---------
Net cash used in investing activities . . . . . . . . . . . . . . . . .     (7,059)         (43,030)
                                                                          --------        --------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits  . . . . . . . . . . . . . . . . . . . . . . .        189           31,854
Sale of deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . .     (8,500)               -
Increase (decrease) in federal funds purchased, securities sold under
     agreements to repurchase, and treasury, tax and loan account . . .     (3,823)          14,831
Net increase in short-term and long-term borrowings . . . . . . . . . .     19,640            3,557
Sale of common stock  . . . . . . . . . . . . . . . . . . . . . . . . .        100                -
Dividends on common stock . . . . . . . . . . . . . . . . . . . . . . .     (1,168)               -
Dividends on preferred stock  . . . . . . . . . . . . . . . . . . . . .         (4)            (679)
Dividends paid to minority stockholders   . . . . . . . . . . . . . . .          -             (172)
Retirement of preferred stock . . . . . . . . . . . . . . . . . . . . .        (53)          (3,580)
                                                                           --------       --------- 
Net cash provided by financing activities . . . . . . . . . . . . . . .
                                                                             6,381           45,811
                                                                          --------        ---------
Increase (decrease) in cash and cash equivalents. . . . . . . . . . . .       (476)           2,258
Cash and cash equivalents, beginning of period  . . . . . . . . . . . .     39,202           20,427
                                                                          --------        ---------
Cash and cash equivalents, end of period  . . . . . . . . . . . . . . .   $ 38,726        $  22,685
                                                                          ========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest  . . . . . . . . . . . . . . . . . . . . . . . .   $ 23,209        $  13,513
                                                                          ========        =========
Cash paid for income taxes  . . . . . . . . . . . . . . . . . . . . . .   $  3,669        $     752 
                                                                          ========        ========= 
                                                                                                    

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Acquisition of collateral in satisfaction of a loan . . . . . . . . . .   $    275        $   1,238
                                                                          ========        =========
                                                                                                   
Adjustment to market value of other real estate owned . . . . . . . . .   $    (16)       $      50
                                                                          ========        =========
                                                                                                   
Adjustment to market value of securities available for sale,
      net of deferred income taxes  . . . . . . . . . . . . . . . . . .   $   (678)       $   1,319
                                                                          ========        =========
                                                                                                   
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                      8
<PAGE>   9

                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the nine months ended
September 30, 1996 are subject to year-end audit and are not necessarily
indicative of the results of operations to be expected for the year ending
December 31, 1996.  For further information, refer to the consolidated
financial statements and footnotes thereto included in Form 10-K, Annual Report
under the Securities Exchange Act of 1934, for the year ended December 31,
1995.


NOTE B - COMMITMENT AND CONTINGENCIES

The Company's subsidiary banks make loan commitments and incur contingent
liabilities in the normal course of business which are not reflected in the
consolidated statements of condition.


NOTE C - RECENTLY ISSUED PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No.  121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
("Statement 121") which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.  Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of.  The Company adopted
Statement 121 effective January 1, 1996.  The adoption of Statement 121 did not
have a material effect on the Company's unaudited consolidated financial
statements.

In May 1995, the FASB issued Statement of Financial Accounting Standards No.
122 "Accounting for Mortgage Servicing Rights, an Amendment of FASB No. 65,"
("Statement 122").  Statement 122 requires companies that originate mortgage
loans to capitalize the cost of mortgage servicing rights separate from the
cost of originating the loan when a definitive plan to sell those loans and
retain the mortgage servicing rights exist.  Prior to the adoption of Statement
122 only mortgage servicing rights that are purchased from other parties are
capitalized and recorded as an asset.  Therefore, Statement 122 eliminates the
accounting inconsistencies that existed between mortgage servicing rights that
are derived from loan origination activities and those acquired through
purchase transactions.  Statement 122 also requires that capitalized mortgage
servicing rights be assessed for impairment based on the fair value of those
rights.  The Company adopted Statement 122 effective January 1, 1996, with no
material effect on the Company's unaudited consolidated financial statements.


                                      9
<PAGE>   10

                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

NOTE D-MERGERS AND ACQUISITIONS

On December 29, 1995, Alabama National BanCorporation ("ANB") merged ("the
Merger") with National Commerce Corporation ("NCC") and Commerce Bankshares,
Inc. ("CBS") (collectively the "Company"). The Merger was accomplished by
converting each share of NCC stock into 348.14 shares of ANB stock and each
share of CBS stock into 7.0435 shares of ANB stock for a total of 3,106,981
shares (or 50.1%) of the Company stock.  The Merger was accounted for as a
"reverse acquisition," whereby NCC is deemed to have acquired ANB for financial
reporting purposes.  However, ANB remains the continuing legal entity and
registrant for Securities and Exchange Commission filing purposes.  Consistent
with the reverse acquisition accounting treatment, the historical financial
statements of the Company presented for the three months and the nine months
ended September 30, 1995 are actually only the consolidated financial
statements of NCC and differ from the consolidated financial statements of ANB
as previously reported.  The operations of ANB are included in the financial
statements from the date of the Merger.  The historical stockholders' equity of
NCC prior to the Merger is retroactively restated for the equivalent number of
shares received in the Merger after giving effect to any difference in par
value of ANB's and NCC stock by an offset to paid-in capital.

The purchase price, determined by the ANB common stock average closing price
for the month of March 1995, prior to the announcement of the Merger plus
direct acquisition costs, was allocated to the ANB assets and liabilities
acquired based on their fair market value at the date of acquisition.  The
excess of the purchase price over the fair market value of net assets acquired
is being amortized on a straight line basis over twenty five years.  The ANB
assets purchased and liabilities assumed (at fair market values) as of December
29, 1995 were as follows (in thousands):

<TABLE>
<S>                                                                                       <C>
Cash, due from banks, interest-bearing deposits with other
       banks, and federal funds sold  . . . . . . . . . . . . . . . . .                   $  27,788
Securities available for sale . . . . . . . . . . . . . . . . . . . . .                      27,821
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . .                      19,954
Loans, net of unearned income and allowance for loan losses . . . . . .                     204,485
Bank premises and equipment . . . . . . . . . . . . . . . . . . . . . .                      11,734
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . .                       5,423
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       8,354
Deposits assumed  . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (253,611)
Liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . .                     (20,217) 
                                                                                          ---------  
                                                                                                     
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . .                   $  31,731
                                                                                          =========
</TABLE>

The following pro forma consolidated results of operations for the three and
the nine months ended September 30, 1995, are presented as if the Merger had
occurred on January 1, 1995.

<TABLE>
<CAPTION>
                                                                              For the three         For the nine
                                                                              months ended          months ended
                                                                              ------------          ------------
                                                                                       September 30, 1995
                                                                              ----------------------------------
                                                                             (In thousands, except per share data)
<S>                                                                               <C>                  <C>
Net interest income                                                               $8,099               $23,692
Provision for loan losses                                                            415                   544
Noninterest income                                                                 2,958                 6,852
Noninterest expense                                                                7,956                21,458
Provision for income taxes                                                           476                 1,444
Net income                                                                         2,210                 7,098

Earnings per common and common equivalent share                                     $.33                 $1.07
                                                                                                                             
</TABLE>

                                      10
<PAGE>   11

                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

NOTE D-MERGERS AND ACQUISITIONS (CONTINUED)

Historical financial information of Alabama National BanCorporation and its
subsidiaries prior to the Merger described above is as follows:

<TABLE>
<CAPTION>
                                                                       December 29, 1995    September 30, 1995
                                                                       -----------------    ------------------
                                                                                   (In thousands)
<S>                                                                           <C>                   <C>
Statement of Condition Data
---------------------------
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . .       $19,877               $33,414
Securities available for sale . . . . . . . . . . . . . . . . . . . . .        27,821                19,015
Loans, net  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       202,762               196,051
Total assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       298,683               294,894
Total deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       253,611               261,820
Stockholders' equity  . . . . . . . . . . . . . . . . . . . . . . . . .        26,994                33,078

</TABLE>

<TABLE>
<CAPTION>
                                                                                        
                                                                         For the nine             For the nine
                                                                         months ended             months ended
                                                                         ------------             ------------
                                                                                  September 30, 1995
                                                                                  ------------------
                                                                                    (In thousands)
<S>                                                                           <C>                   <C>
Statement of Income Data
------------------------
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . .       $3,594                $10,712
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . .          213                    334
Noninterest income  . . . . . . . . . . . . . . . . . . . . . . . . . .          693                  2,185
Noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . .        2,426                  7,820
Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,202                  3,327
Net income per common share . . . . . . . . . . . . . . . . . . . . . .       $  .35                $   .96

</TABLE>

CBS was formed on April 4, 1995 to succeed as owner of all the interest of
National Bank of Commerce of Birmingham ("NBC"), a consolidated subsidiary of
NCC.  CBS, a bank and thrift holding company, was formed primarily to
accomplish the acquisition of Talladega Federal Savings and Loan Association
(TFSLA).  On July 20, 1995, CBS issued 600,125 shares of its common stock to
NCC and 95,126 shares of its common stock to the individual stockholders of NBC
in exchange for all the common stock of NBC and became a consolidated
subsidiary of NCC.  Also, on August 1, 1995, CBS acquired all of the stock of
TFSLA for $1,703,000 in cash.  This acquisition was accounted for under the
purchase method; accordingly, the purchase price was allocated to the assets
and liabilities based on their values.  No goodwill was recorded.

At the date of acquisition, TFSLA had assets of $34,982,000 and equity of
$1,813,000.  The results of operations of TFSLA are included in NCC's results
of operations beginning August 1, 1995.  TFSLA was merged with Citizens Bank of
Talladega, another subsidiary of the Company on December 29, 1995.

The TFSLA assets purchased and liabilities assumed as of August 1, 1995 were as
follows (in thousands):

<TABLE>
<S>                                                                                        <C>
Cash, due from banks, interest-bearing deposits with other
       banks, and federal funds sold  . . . . . . . . . . . . . . . . .                    $  4,815
Securities available for sale . . . . . . . . . . . . . . . . . . . . .                         334
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . .                       5,583
Loans, net of unearned income and allowance for loan losses . . . . . .                      16,757
Bank premises and equipment . . . . . . . . . . . . . . . . . . . . . .                         528
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       7,028
Deposits assumed  . . . . . . . . . . . . . . . . . . . . . . . . . . .                     (32,956)
Liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . .                        (386)
                                                                                           -------- 
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . .                    $  1,703
                                                                                           ========
</TABLE>

                                      11
<PAGE>   12

                ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

NOTE D - MERGERS AND ACQUISITIONS (CONTINUED)

On September 30, 1996, FirstBank Holding Company, Inc. ("FIRSTBANC"), a one
bank holding company headquartered in Robertsdale, Alabama, was merged into the
Company.  The Company acquired all of the outstanding common stock of FIRSTBANC
in exchange for 305,000 shares of the Company's common stock.  At the merger
date, FIRSTBANC had approximately $36 million in total assets, year-to-date net
interest income of approximately $1.2 million and year-to-date net income of
approximately $325,000.

The consolidated financial statements of the Company give effect to the
FIRSTBANC merger, which was accounted for as a pooling-of-interests and,
accordingly, financial statements for all periods have been restated to reflect
the results of operations of the companies on a combined basis from the
earliest period presented, except for dividends per share.

The Company's consolidated financial data for the three months and nine months
ended September 30, 1995 have been restated as follows:

<TABLE>
<CAPTION>
                                                                  As                            As
                                                              Previously                     Currently
                                                               Reported         FIRSTBANC     Reported
                                                               --------         ---------     --------
<S>                                                             <C>               <C>         <C>
Three Months Ended September 30, 1995:
   Net interest income                                           $4,373             $381       $4,754
   Provision for loan losses                                        200                2          202
   Net income                                                       907              112        1,019

Nine Months Ended September 30, 1995:
   Net interest income                                          $12,592           $1,134      $13,726
   Provision for loan losses                                        200               10          210
   Net income                                                     3,400              304        3,704
                                                                                                                    
</TABLE>

                                      12
<PAGE>   13

                 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BASIS OF PRESENTATION

The following is a discussion and analysis of the consolidated financial
condition of the Company at September 30, 1996, and the results of its
operations for the three and nine month periods ended September 30, 1996 and
1995.  On December 29, 1995, Alabama National BanCorporation ("ANB") merged
("the Merger") with National Commerce Corporation ("NCC") and Commerce
Bankshares, Inc. ("CBS") (collectively the "Company").  The Merger was
accomplished, among other things, by converting each share of NCC stock into
348.14 shares of ANB stock and each share of CBS stock into 7.0435 shares of
ANB stock for a total of 3,106,981 shares (or 50.1%) of the Company stock.  The
Merger was accounted for as a "reverse acquisition," whereby NCC is deemed to
have acquired ANB for financial reporting purposes.  However, ANB remains the
continuing legal entity and registrant for Securities and Exchange Commission
filing purposes.  Consistent with the reverse acquisition accounting treatment,
the historical financial statements of the Company presented for the three and
nine month periods ended September 30, 1995, are the consolidated financial
statements of NCC and differ from the consolidated financial statements of ANB
previously reported.  The results of operations of ANB are included in the
financial statements from the date of the Merger.  (See Note D to the Company's
unaudited consolidated financial statements.)

On September 30, 1996, FirstBanc Holding Company, Inc. ("FIRSTBANC") was merged
into the Company with each share of FIRSTBANC stock being converted into
7.12917 shares of ANB stock.  The FIRSTBANC merger was accounted for as a
pooling- of-interests.  Accordingly, financial statements for all periods have
been restated to reflect the results of operations of the combined companies
from the earliest period presented, except for dividends per share.  (See Note
D to the Company's unaudited consolidated financial statements.)

This information should be read in conjunction with the Company's unaudited
consolidated financial statements and related notes appearing elsewhere in this
report and Management's Discussion and Analysis of Financial Condition and
Results of Operations appearing in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.

PERFORMANCE OVERVIEW

The Company's net income was $2.585 million for the third quarter of 1996 (the
"1996 Quarter") compared to $1.019 million for the third quarter of 1995 (the
"1995 quarter").  Net income for the nine month period ended September 30, 1996
(the "1996 nine months") was $6.942 million compared to $3.704 million for the
nine months ended September 30, 1995 (the "1995 nine months").  Net income per
common share for the 1996 and 1995 quarters was $.39 and $.15, respectively.
For the 1996 nine months, net income per common share was $1.04 compared to
$1.05 for the 1995 nine months.  The Company has approximately 3.8 million more
common shares outstanding for the 1996 quarter and nine months as a result of
the Merger.

During the 1996 quarter, the Company absorbed an after tax charge of
approximately $420,000 ($.06 per common share) as the result of final Savings
Association Insurance Fund ("SAIF") legislation enacted on September 30, 1996.
The Company realized $126,000 ($.02 per common share) in income in the 1996
quarter from resolution of a matter involving a letter of credit.

The principal reason for the increase in net income for the 1996 quarter and
the 1996 nine months is the Merger.  The improvement in 1996 net earnings
through September 30 is attributable to an increased interest margin and
increased noninterest income, a reduced minority interest in the earnings of
consolidated subsidiaries, less increased noninterest expenses and income
taxes.

The return on average assets for the Company was 1.12% for the 1996 nine months
compared to 1.09% for the 1995 nine months.  The return on average
stockholders' equity  decreased for the 1996 nine months to 15.01%, as compared
to 17.97% for the 1995 nine months.  Book value per share at September 30, 1996
was $9.73, an increase of $.79 from year end 1995.  Tangible book value per
share at September 30, 1996 was $8.60, an increase of $.83 from year end 1995.
The Company declared  $.19 in cash dividends on common shares in the 1996 nine
months.

                                      13
<PAGE>   14


NET INCOME

The largest component of the Company's net income is its net interest income,
which is the difference between the income earned on assets and the interest
paid on deposits and borrowings used to support such assets.  As a result of
the Merger, average earning assets for the 1996 nine months increased by
approximately $286.0 million and average interest- bearing liabilities
increased by approximately $255.2 million.  The Company's net interest income
benefited from the faster growth of average earning assets than average
interest-bearing liabilities.  The average taxable equivalent rates earned on
assets were 8.59% for the 1996 nine months, compared to 8.65% for the 1995 nine
months.  The average rates paid on interest-bearing liabilities were 4.67% for
the 1996 nine months compared to 5.09% for the 1995 nine months.  The net
interest margin for the 1996 nine months was 4.52% compared to 4.29% for the
1995 nine months.


                                      14
<PAGE>   15
The following table depicts, on a taxable equivalent basis for the 1996 and 1995
nine months, certain information related to the Company's average balance sheet
and its average yields on assets and average costs of liabilities.  Such yields
or costs are derived by dividing income or expense by the average daily balance 
of the associated assets or liabilities.

                AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
                (AMOUNTS IN THOUSANDS, EXCEPT YIELDS AND RATES)

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                      ----------------------------------------------------------------------------
                                                                        1996                                 1995
                                                      -------------------------------------      ---------------------------------
                                                      AVERAGE         INCOME/       YIELD/       AVERAGE     INCOME/       YIELD/  
ASSETS:                                               BALANCE         EXPENSE       RATE         BALANCE     EXPENSE       RATE  
                                                      -------         -------       ----         -------     -------       ----
<S>                                                   <C>             <C>           <C>          <C>         <C>           <C>     
Earning assets:                                                                                                                    
  Loans (1) (3) .................................     $563,306        $39,617       9.38%        $312,152     21,966       9.38%  
  Securities:                                                                                                                      
   Taxable ......................................      139,544          6,640       6.34           87,764      4,509       6.85   
   Tax exempt ...................................       17,732          1,083       8.14            2,422        135       7.43   
  Cash balances in other banks ..................        5,159            203       5.25                0          0         (-)  
  Funds sold ....................................       31,168          1,274       5.45           23,444      1,039       5.91   
  Trading account securities ....................        3,182            154       6.45              897         42       6.24
                                                      --------        -------                    --------    -------
      Total earning assets (2) ..................      760,091         48,971       8.59          426,679     27,691       8.65   
                                                      --------        -------                    --------    -------
Cash and due from banks .........................       29,545                                     17,520                          
Premises and equipment ..........................       29,367                                      7,659                          
Other assets ....................................       15,079                                      7,368                          
Allowance for loan losses .......................       (9,249)                                    (5,131)          
                                                      --------                                   --------
       Total assets .............................     $824,833                                   $454,095                          
                                                      ========                                   ========                
LIABILITIES:                                                                                                                       
Interest-bearing liabilities:                                                                                                      
  Interest-bearing transaction accounts .........      $81,073          1,693       2.78          $36,397        819       3.00   
  Savings and money market deposits .............      199,462          5,423       3.63          127,274      4,163       4.36   
  Time deposits .................................      270,342         11,418       5.63          155,092      6,861       5.90   
  Funds purchased ...............................       64,476          2,530       5.23           29,625      1,242       5.59   
  Other short-term borrowings ...................       32,201          1,567       6.49           12,586        655       6.94   
  Long-term debt ................................          777             53       9.09              908         63       9.25
                                                      --------        -------       ----         --------    -------       ----
       Total interest-bearing liabilities .......      648,331         22,684       4.67          361,882     13,803       5.09   
                                                      --------        -------       ----         --------    -------       ----
Demand deposits .................................      103,528                                     56,101                          
Accrued interest and other liabilities ..........       11,288                                      8,633                          
Stockholders' equity ............................       61,686                                     27,479                  
                                                      --------                                   --------
    Total liabilities and stockholders' equity ..     $824,833                                   $454,095                          
                                                      ========                                   ========                   
Net interest spread .............................                                   3.92%                                  3.56%  
                                                                                    ====                                   ====
Net interest income/margin on                                                                                                      
  a taxable equivalent basis ....................                      26,287       4.61%                     13,888       4.34% 
                                                                                    ====                                   ====
Tax equivalent adjustment (2)....................                         498                                    162           
                                                                      -------                                -------
Net interest income/margin ......................                     $25,789       4.52%                    $13,726       4.29%  
                                                                      =======       ====                     =======       ====
</TABLE>

(1) Average loans include nonaccrual loans.  All loans and deposits are
    domestic.
(2) Tax equivalent adjustments are based on an assumed tax rate of 34%, and do
    not give effect to the disallowance for Federal income tax purposes of
    interest expense related to certain tax exempt assets.
(3) Fees in the amount of $1,197,000 and $573,000 are included in interest and
    fees on loans for the nine months ended September 30, 1996 and 1995,
    respectively.



                                      15
<PAGE>   16
The following table sets forth, on a taxable equivalent basis, the effect which
varying levels of earning assets and interest-bearing liabilities and the
applicable rates had on changes in net interest income from the 1996 nine months
compared to the 1995 nine months.  For the purposes of this table, changes which
are not soley attributable to volume or rate are allocated to volume and rate on
a pro rata basis.


                   ANALYSIS OF CHANGES IN NET INTEREST INCOME
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30,
                                                      ------------------------------------
                                                            1996 COMPARED TO 1995
                                                               VARIANCE DUE TO
                                                      ------------------------------------
                                                      VOLUME          YIELD/RATE    TOTAL
                                                      -----------     ----------    ------
<S>                                                   <C>            <C>            <C>               
EARNING ASSETS:                                                                                       
Loans ............................................    $17,651        $    -         $17,651           
Securities:                                                                                           
  Taxable ........................................      2,489          (358)          2,131           
  Tax exempt .....................................        934            14             948           
Cash balances in other banks .....................        203             -             203           
Funds sold .......................................        321           (86)            235           
Trading account securities .......................        111             1             112           
                                                      -------        ------         -------                                
     Total interest income .......................     21,709          (429)         21,280           
                                                                                                      
INTEREST-BEARING LIABILITIES:                                                                         
Interest-bearing transaction accounts ............        938           (64)            874           
Savings and money market deposits ................      2,049          (789)          1,260           
Time deposits ....................................      4,884          (327)          4,557           
Funds purchased ..................................      1,373           (85)          1,288           
Other short-term borrowings ......................        957           (45)            912           
Long-term debt ...................................         (9)           (1)            (10)          
                                                      -------        ------         -------           
     Total interest expense ......................     10,192        (1,311)          8,881           
                                                      -------        ------         -------  
     Net interest income on  a taxable                                                                
       equivalent basis ..........................    $11,517        $  882          12,399           
                                                      =======        ======
Taxable equivalent adjustment ....................                                     (336)          
                                                                                    -------
Net interest income ..............................                                  $12,063
                                                                                    =======
                                                                                                      
</TABLE> 



                                      16

<PAGE>   17


Net revenue from earning assets during the 1996 nine months increased $12.1
million or 87.9%, over the corresponding period in 1995.  Approximately 93% of
this increase came from volume.

The provision for loan losses represents a charge to current earnings necessary
to maintain the allowance for loan losses at an appropriate level based on
management's analysis of the potential risk in the loan portfolio.  The amount
of the provision is a function of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, the amount of loan
losses actually charged against the allowance during a given period and current
and anticipated economic conditions.  No provision was made for the 1996
quarter, compared to a $202,000 provision during the 1995 quarter.  Recoveries
exceeded charge-offs by $159,000 for the 1996 quarter compared to net
charge-offs of $189,000 for the same period of 1995.  The provision for loan
losses was $209,000 for the 1996 nine months, compared to $210,000 for the 1995
nine months.  Recoveries exceeded charge-offs by $127,000 for the 1996 nine
months, compared to net charge-offs of $221,000 for the 1995 nine months.  The
allowance for loan losses as a percentage of outstanding loans, net of unearned
income was 1.57% at September 30, 1996, compared to 1.61% at December 31, 1995.
Because of the inherent uncertainty of assumptions made during the assessment
process, there can be no assurance that loan losses in future periods will not
exceed the allowance for loan losses or that additional allocations to the
allowance will not be required.  See Asset Quality.

Noninterest income for the 1996 quarter was $3.9 million, compared to $2.3
million for the 1995 quarter.  For the 1996 nine months noninterest income
increased to $12.0 million, compared to $4.7 million for the 1995 nine months.
Gain on the sale of assets and deposits of $343,000 during the 1996 nine months
resulted from the sale of a branch and the deposits at that branch of $274,000,
the sale of other real estate of $28,000 and the sale of loans and
miscellaneous assets of $41,000.  Service charges on deposits for the 1996
quarter were $935,000, compared with $428,000 for the 1995 quarter.  For the
1996 nine months, service charges were $2.8 million, compared with $1.3 million
for the 1995 nine months.  For both 1996 periods, substantially all of the
increase came from the banks acquired in the Merger.  Continued increased
activity in the investment services division resulted in a $489,000 increase in
the 1996 quarter over the same period in 1995 and a $4.0 million increase in
the 1996 nine months, when compared to the 1995 nine months.  Management
anticipates this increased activity to continue, but is unable to predict the
impact on the future results of operations.  A slowdown was experienced in the
1996 quarter.  Trust fees increased $80,000 in the 1996 quarter compared to the
1995 quarter and increased $214,000 for the 1996 nine months, when compared
with the 1995 nine months.  Other noninterest income increased $492,000 in the
1996 quarter when compared to the 1995 quarter and increased $1.2 million for
the 1996 nine months when compared with the 1995 nine months.  $258,000 of this
increase in the 1996 quarter and $523,000 of this increase in the 1996 nine
months came from banks acquired in the Merger.  Miscellaneous charges by NBC
Securities, Inc., a subsidiary of the Company, accounted for $283,000 of the
increase for the 1996 quarter and $469,000 of the increase for the 1996 nine
months.  The 1996 nine months includes an $80,000 recovery from a settlement
with a third-party financial institution.

Noninterest expense was $9.2 million for the 1996 quarter, compared to $5.5
million for the 1995 quarter.  For the 1996 nine months, noninterest expense
was $27.3 million, a $13.8 million increase over the 1995 nine months.
Salaries and employee benefits increased to $4.8 million for the 1996 quarter,
compared to $3.1 million for the 1995 quarter.  For the 1996 nine months,
salaries and employee benefits increased to $15.9 million from $7.6 million in
the 1995 nine months.  The increase in the 1996 quarter were principally the
result of $1.3 million in salaries and employee benefits of the banks acquired
in the Merger and increased salaries and employee benefits of the investment
services division of approximately $418,000. The increase in salaries and
employee benefits for the 1996 nine months were principally the result of $5.2
million in salaries and employee benefits of the banks acquired in the Merger,
including $947,000 in charges connected with the settlement of employment
contracts of the former chairman and CEO of the Company and one of the
subsidiary bank presidents, and increased salaries and employee benefits of the
investment services division of $2.8 million.  Occupancy and equipment expense
increased to $1.2 million in the 1996 quarter, compared to $799,000 in the 1995
quarter.  Approximately $444,000 of this increase came from the banks acquired
in the Merger.  For the 1996 nine months, occupancy and equipment expenses
increased to $3.3 million compared to $2.0 million for the same period on 1995.
Substantially all of this increase came from banks acquired in the Merger.
Other noninterest expense increased to $3.2 million in the 1996 quarter,
compared to $1.6 million in the 1995 quarter.  Approximately $1.8 million of
this increase, including the SAIF assessment of $677,000, came from banks
acquired in the Merger.  Other noninterest expense increased to $8.1million in
the 1996 nine months, compared to $4.0 million in the 1995 nine months.
Substantially all of this increase came from the banks acquired in the Merger
(including the SAIF assessment and a $375,000  charge for the settlement of the
employee contracts with the former chairman and CEO of the Company.


                                      17
<PAGE>   18


Income tax expense was $897,000 for the 1996 quarter compared to $132,000 for
the 1995 quarter.  For the 1996 nine months, income tax expense was $3.3
million, compared to $333,000 for the 1995 nine months.  The principal reason
for these increases was NCC's utilization of its loss carryforwards and credit
carry forwards in the year ended December 31, 1995.  The effective tax rates
the 1996 quarter and the 1996 nine months were 25.7% and 32.1%, respectively.

EARNING ASSETS

Loans comprised the largest single category of the Company's earning assets on
September 30, 1996.  Loans, net of unearned income were $588.7 million or 70.0%
of total assets at September 30, 1996, compared to $553.1 million or 65.9% at
December 31, 1995.  Loans grew $35.6 million or 6.4% during the 1996 nine
months.

Investment securities increased $14.2 million for the 1996 nine months.
Purchases of investment securities totaled $23.9 million and maturities and
calls of investment securities totaled $9.7 million.

Securities available for sale decreased $16.7 million in the 1996 nine months.
Purchases of available for sale securities totaled $34.8 million and sales,
maturities and calls of available for sale securities totaled $51.3 million.

Overall investment securities and securities available for sale decreased $2.5
million during the 1996 nine months.  Trading accounts securities decreased
$2.5 million during the 1996 nine months.  The trading account securities are
securities owned by the Company prior to delivery to the Company's customers.
It is the policy of the Company to limit positions in such securities to reduce
its exposure to market and interest rate changes .  Federal funds sold and
securities purchased under agreements to resell totaled $21.9 million at
September 30, 1996 compared to $37.9 million at December 31, 1995, a decrease
of $16.0 million.  Interest-bearing deposits in other banks at September 30,
1996 were $239,000 compared to $11.2 million at December 31, 1995.
Approximately $8.5 million of this reduction in interest- bearing deposits at
other banks was used to fund the sale of deposits by a subsidiary bank.

DEPOSITS AND OTHER FUNDING SOURCES

Deposits decreased $8.3 million from year-end 1995, to $668.2 million at
September 30, 1996.  One of the subsidiary banks sold a branch and its
deposits, which totaled $8.5 million.  Additionally, one customer used escrow
funds at another subsidiary bank totaling $9.4 million.  Excluding these two
transactions, deposits grew approximately $9.6 million.

Federal funds purchased and securities sold under agreements to repurchase
totaled $51.3 million at September 30, 1996 an decrease of $7.6 million from
December 31, 1995.  The Treasury tax and loan account increased to $6.2 million
at September 30, 1996, compared with $2.4 million at December 31, 1995.
Short-term borrowings at September 30, 1996 totaled $41.4 million and consisted
of $18.4 million in borrowings by the Company from an independent bank and
$23.0 million in borrowings by  subsidiary banks from the Federal Home Loan
Bank.

The Company's only long-term debt at September 30, 1996 was capital lease
obligations which decreased $17,000 during the 1996 nine months.

ASSET QUALITY

Nonperforming loans are comprised of loans past due 90 days or more and still
accruing interest, loans accounted for on a nonaccrual basis and loans in which
the terms have been restructured to provide a reduction or deferral of interest
or principal because of a deterioration in the financial position of the
borrower.  Accrual of interest is discontinued on a loan when management
believes, after considering economic and business conditions and collection
efforts, that the borrower's financial condition is such that the collection of
interest is doubtful.  A delinquent loan is generally placed on nonaccrual
status when it becomes 90 days or more past due.  When a loan is placed on
nonaccrual status, all interest which has been accrued on the loan but remains
unpaid is reversed and deducted from earnings as a reduction of reported
interest income.  No additional interest is accrued on the loan balance until
the collection of both principal and interest becomes reasonably certain.  When
a problem loan is finally resolved, there may ultimately be an actual writedown
or charge-off of the principal balance of the loan which would necessitate
additional charges to earnings.


                                      18
<PAGE>   19

At September 30, 1996, nonperforming assets totaled $3.2 million, an increase
of $272,000 from December 31, 1995.  Nonperforming assets as a percentage of
loans plus other real estate was .55% at September 30, 1996 compared to .53% at
December 31,1995.


                              NONPERFORMING ASSETS
                   (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES)

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,  DECEMBER 31,
                                                                    1996          1995
                                                               -------------  ------------
<S>                                                             <C>           <C>
Nonaccrual loans ........................................       $   1,936     $   1,245
Restructured loans ......................................             896           949
Loans past due 90 days or more and still accruing .......               -           126
                                                                ---------     ---------
     Total nonperforming loans ..........................           2,832         2,320
Other real estate owned .................................             385           625
                                                                ---------     ---------
     Total nonperforming assets .........................       $   3,217     $   2,945
                                                                =========     =========

Nonperforming assets to period-end loans and
      foreclosed real estate ............................             .55%          .53%
Allowance for loan losses to period-end
     nonperforming assets ...............................          287.38        302.51

Net recoveries to average loans (1) .....................             .03           .04
</TABLE>
----------------------
(1) Annualized for the nine months ended September 30, 1996.

Net recoveries for the 1996 nine months totaled $127,000.  The allowance for
loan losses as a percentage of total loans was 1.57% at September 30,1996
compared to 1.61% on December 31,1995.

                   ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<S>                                                                                        <C>
Allowance for loan losses at December 31,1995 . . . . . . . . . . . . . . . . . . . . .    $  8,909

Charge-offs:
         Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . .         548
         Real estate mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          75
         Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         403
                                                                                           --------
              Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,026
Recoveries:
         Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . .         923
         Real estate mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          91
         Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         139
                                                                                           --------
              Total recoveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,153
                                                                                           --------
               Net recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         127
Provision charged to income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         209
                                                                                           --------
Allowance for loan losses at September 30, 1996 . . . . . . . . . . . . . . . . . . . .    $  9,245
                                                                                           ========
</TABLE>


                                      19
<PAGE>   20


The loan portfolio is periodically reviewed to evaluate the outstanding loans
and to measure both the performance of the portfolio and the adequacy of the
allowance for loan losses.  This analysis includes a review of delinquency
trends, actual losses and internal credit ratings.  Based on this analysis,
management considers the allowance for loan losses at September 30, 1996 to be
adequate to cover possible loan losses in the portfolio as of that date.
However, because of the inherent uncertainty of assumptions made during the
evaluation process, there can be no assurance that loan losses in future
periods will not exceed the allowance for loan losses or that additional
allocations to the allowance will not be required.

INTEREST RATE SENSITIVITY

The Company monitors and manages the pricing and maturity of its assets and
liabilities in order to diminish the potential adverse impact that changes in
interest rates could have on its net interest income.  The principal monitoring
technique employed by the Company is the measurement of the interest
sensitivity "gap," which is the positive or negative dollar difference between
assets and liabilities that are subject to interest rate repricing within a
given period of time.  Interest rate sensitivity can be managed by repricing
assets and liabilities, selling securities available for sale, replacing an
asset or liability at maturity or by adjusting the interest rate during the
life of an asset or liability.  Managing the amount of assets and liabilities
repricing in this same time interval helps to hedge the risk and minimize the
impact of rising or falling interest rates on net interest income.

The Company evaluates interest sensitivity risk and then formulates guidelines
regarding asset generation and repricing, funding sources and pricing and
off-balance sheet commitments in order to decrease interest sensitivity risk.
The Company uses computer simulations to measure the net income effect of
various interest rate scenarios.  The modeling reflects interest rate changes
and the related impact on net income over specified periods of time.

The following table illustrates the Company's interest rate sensitivity at
September 30, 1996, assuming relevant assets and liabilities are collected and
paid, respectively, in accordance with their stated maturities.


                                      20
<PAGE>   21


                         INTEREST SENSITIVITY ANALYSIS
                     (AMOUNTS IN THOUSANDS, EXCEPT RATIOS)

<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30, 1996
                                          -----------------------------------------------------------------------------
                                                        AFTER ONE    AFTER THREE
                                                         THROUGH       THROUGH                   GREATER     
                                          WITHIN ONE      THREE        TWELVE    WITHIN ONE       THAN   
                                            MONTH         MONTHS       MONTHS       YEAR        ONE YEAR        TOTAL
                                          -----------------------------------------------------------------------------
 <S>                                       <C>          <C>          <C>          <C>            <C>          <C>          
 ASSETS:                                                                                                                 
 Earning assets:                                                                                                         
                                                                                                                         
    Loans(1) ...........................   $ 206,812    $  82,422    $ 103,160    $ 392,394      $ 194,377    $ 586,771   
    Securities(2) ......................       4,012        1,526        7,555       13,093        138,117      151,210   
    Interest-bearing deposits in                                                                                         
      other banks ......................         239            -            -          239              -          239   
    Funds sold .........................      21,864            -            -       21,864              -       21,864     
                                           ---------    ---------    ---------    ---------       --------    ---------   
         Total interest-earning assets..     232,927       83,948      110,715      427,590        332,494      760,084   
                                                                                                                         
 LIABILITIES:                                                                                                            
 Interest-bearing liabilities:                                                                                           
    Interest-bearing deposits:                                                                                           
        Demand deposits ................      80,834            -            -       80,834              -       80,834  
        Savings deposits ...............     190,329            -            -      190,329              -      190,329  
        Time deposits(3) ...............      26,721       53,844      139,226      219,791         57,896      277,687  
     Funds purchased ...................      51,296            -            -       51,296              -       51,296  
     Short-term borrowings(4) ..........      47,677            -            -       47,677              -       47,677  
     Long-term debt ....................           1            4           15           20            287          307  
                                           ---------    ---------    ---------    ---------      ---------     --------  
        Total interest-bearing                                                                                         
           liabilities..................     396,858       53,848      139,241      589,947         58,183      648,130  
                                           ---------    ---------    ---------    ---------      ---------     --------  
 Period gap ............................   $(163,931)   $  30,100    $ (28,526)   $(162,357)     $ 274,311               
                                           =========    =========    =========    =========      =========                         
 Cumulative gap ........................   $(163,931)   $(133,831)   $(162,357)   $(162,357)     $ 111,954     $111,954  
                                           =========    =========    =========    =========      =========     ========
 Ratio of cumulative gap to total                                                                                        
   earning assets ......................      (21.57)%     (17.61)%     (21.36)%     (21.36)%        14.73%               
----------------------------                                                                                          
</TABLE>

(1)  Excludes nonaccrual loans of $1,936,000.
(2)  Excludes investment equity securities of $2,050,000.
(3)  Excludes matured certificates which have not been redeemed by the customer
     and on which no interest is accruing.
(4)  Includes treasury, tax and loan account of $6,243,000.

The Company generally would benefit from increasing market rates of interest
when it has an asset-sensitive gap and generally would benefit from decreasing
market rates of interest when it is liability sensitive.  The Company is
liability sensitive in the one month, three through twelve months and within
one year time frames.  However, the Company's gap analysis is not a precise
indicator of its interest sensitivity position.  The analysis presents only a
static view of the timing of maturities and repricing opportunities, without
taking into consideration that changes in interest rates do not affect all
assets and liabilities equally.  For example, rates paid on a substantial
portion of core deposits may change contractually within a relatively short
time frame, but those rates are viewed by management as significantly less
interest-sensitive than market-based rates such as those paid on non-core
deposits.  Accordingly, management believes that a liability-sensitive gap
position is not as indicative of the Company's true interest sensitivity as it
would be for an organization which depends to a greater extent on purchased
funds to support earning assets.  Net interest income may be affected by other
significant factors in a given interest rate environment, including changes in
the volume and mix of earning assets and interest-bearing liabilities.


                                      21
<PAGE>   22

LIQUIDITY AND CAPITAL ADEQUACY

The Company's net loan to deposit ratio increased to 88.1% at September 30,
1996, compared to 81.8% at year end 1995.  The Company's liquid assets as a
percentage of total deposits were 9.10% at September 30, 1996, compared to
13.04% at year-end 1995.  At September 30, 1996, the Company had unused federal
funds lines of approximately $52.2 million, unused lines at the Federal Home
Loan Bank of $37.2 million and an unused credit line at an independent bank of
$4.56 million.  Management analyzes the level of off-balance sheet assets such
as unfunded loan commitments and outstanding letters of credit as they relate
to the levels of cash, cash equivalents, liquid investments and available funds
lines in an attempt to minimize the possibility that a potential shortfall will
exist.  Based on this analysis, management believes that the Company has
adequate liquidity to meet short-term operating requirements.

The Company's stockholders' equity increased by $5.2 million to $63.4 million
at September 30, 1996 from December 31, 1995.  This increase was attributable
to:


<TABLE>
<S>                                                                                <C>
Net income .............................................................           $6,942,000

Increase in unrealized losses on securities available for sale, net
of deferred income tax benefits ........................................             (678,000)

Cash dividends declared ................................................           (1,172,000)

Decrease in unearned restricted stock ..................................               70,000

Exercise of options for 10,000 shares of common stock ..................              100,000

Retirement of preferred stock of FIRSTBANC .............................              (53,000)
                                                                                   ----------
      Net increase .....................................................           $5,209,000
                                                                                   ==========
</TABLE>

A strong capital position is vital to the continued profitability of the
Company because it promotes depositor and investor confidence and provides a
solid foundation for future growth of the organization.  The capital of the
Company and its subsidiary banks (the "Banks") exceeded all prescribed
regulatory capital guidelines at September 30, 1996.  Under the capital
guidelines of their regulators, the Company and the Banks are currently
required to maintain a minimum risk-based total capital ratio of 8%, with at
least 4% being Tier 1 capital.  Tier 1 capital consists of common stockholders'
equity, qualifying perpetual preferred stock and minority interests in equity
accounts of consolidated subsidiaries, less goodwill.  In addition, the Company
and the Banks must maintain a minimum Tier 1 leverage ratio (Tier 1 capital to
total assets) of at least 3%, but this minimum ratio is increased by 100 to 200
basis points for other than the highest rated institutions.  The following
table sets forth the risk-based and leverage ratios of the Company and each
subsidiary bank at September 30, 1996:


                                      22

<PAGE>   23


<TABLE>
<CAPTION>
                                                                  TIER 1 RISK    TOTAL   RISK      TIER 1
                                                                     BASED          BASED         LEVERAGE
                                                                     -----          -----         --------
<S>                                                                 <C>             <C>             <C>
Alabama National BanCorporation                                        9.46%         10.71%         6.78%

Subsidiary Banks:

National Bank of Commerce ......................................      11.11          12.36          8.25
Alabama Exchange Bank ..........................................      13.60          14.85          9.57
Bank of Dadeville ..............................................      13.00          14.12          9.66
First National Bank of Ashland .................................      12.29          13.50          8.22
Gulf Bank ......................................................      11.51          12.76          9.97
Citizens Bank of Talladega .....................................      14.12          15.37          9.00
St. Clair Federal Savings Bank .................................      10.92          12.17          7.51
First Bank of Baldwin County ...................................      14.89          16.14          9.19
Required minimums ..............................................       4.00           8.00          4.00
                                                                                                                       
</TABLE>


                                      23
<PAGE>   24


                           Part II Other Information
                   Item 6 - Exhibits and Reports on Form 8-K


(a)      Exhibits: 
         27  Financial Data Schedule (for SEC use only)

(b)      Reports on Form 8-K

         (1) On July 5, 1996, amendment No. 1 on Form 8-K/A was filed to Form
             8-K of Alabama National BanCorporation previously filed on April 
             30, 1996, Commission File No. 0-25160.



                                      24
<PAGE>   25

SIGNATURES

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.

                          ALABAMA NATIONAL BANCORPORATION


DATE:   November 8, 1996          /s/ John H. Holcomb, III
        ----------------          ------------------------
                                  John H. Holcomb, III, its Chairman and 
                                  Chief Executive Officer




DATE:   November 8, 1996          /s/ Frank W. Whitehead
        ----------------          ----------------------
                                  Frank W. Whitehead, its Executive Vice 
                                  President, Treasurer
                                  and Chief Financial Officer
                                                             


                                      25