UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                        Washington, D. C.  20549

                                FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

For the quarterly period ended March 31, 1999

Commission File Number  2-89900

                         NBC CAPITAL CORPORATION
          (Exact name of registrant as specified in its charter.)


    Mississippi                              64-0694775
(State of other jurisdiction of          (I. R. S. Employer
incorporation or organization)           Identification No.)


NBC Plaza, P. O. Box 1187, Starkville, Mississippi            39760
(Address of principal executive offices)                    (Zip Code)

Registrants's telephone number, including area code:  (601) 323-1341

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 issuer's classes
of common stock, as of the latest practical date:

Common Stock, $1 Par Value - 5,664,736 shares as of March 31, 1999.
     



                      PART  I - FINANCIAL INFORMATION                 
                    
                          NBC CAPITAL CORPORATION                     
               
                   CONSOLIDATED STATEMENTS OF INCOME FOR              
                         
                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998           
                         
                               (Unaudited)                            
          
                                        
(Amounts in thousands, except per share data)                         
               
                                        
                                        
                                        
                                                        1999      1998
                                                      ________  ________
INTEREST INCOME:                                       
                              
     Interest and Fees on Loans                       $ 10,747  $ 10,971 
     Interest And Dividends On Investment Securities     2,683     2,984 
     Other Interest Income                                 316       366 
                                                      ________  ________

         Total Interest                                 13,746    14,321 
                                         
INTEREST EXPENSE:                                       

     Interest on Deposit                                 5,709     6,174
     Interest on Borrowed Funds                            375       468
                                                      ________  ________

         Total Interest Expense                          6,084     6,642 
                                                      ________  ________

       Net Interest Income                               7,662     7,679 
     Provision for Possible Loan Losses                    315       323 
                                                      ________  ________
       Net Interest Income After Provision for                          
       Loan Losses                                       7,347     7,356 
                                                      ________  ________

                                   
NON-INTEREST INCOME:                                         
       Income from Fiduciary Activities                    330       294 
       Service Charge on Deposit Accounts                1,072     1,010 
       Other Non-Interest Income                           763       833
                                                      ________  ________

         Total Non-Interest Income                       2,165     2,137
       Gains (Losses) on Securities                          0       (24)
                                                      ________  ________
                                        
NON-INTEREST EXPENSE:                                        
       Salaries and Employee Benefits                    3,244     3,216
       Expense of Premises and Fixed Assets              1,016       915
       Other Non-Interest Expense                        1,861     1,873
                                                      ________  ________

         Total Non-Interest Expense                      6,121     6,004
                                                      ________  ________
                                        
Income Before Income Taxes                               3,391     3,465
Income Taxes                                               628       870
                                                      ________  ________
                                         
NET INCOME                                            $  2,763  $  2,595 
                                                      ========  ========

Basic and Diluted Earnings Per Share                  $   0.49  $   0.46 
                                                      ========  ========



                          NBC CAPITAL CORPORATION
                         
                        CONSOLIDATED BALANCE SHEETS                   
               
(Amounts in thousands, except share amounts)      


                                        
                                           Mar. 31, 1999   Dec. 31, 1998
                                           _____________   _____________
                                            (Unaudited)      (Audited)
ASSETS:                                 

Cash and Due From Banks:                               
  Non-Interest Bearing Balances               $ 26,743       $ 27,873 
  Interest Bearing Balances                        106            233 
                                              ________       ________

     Total Cash and Due From Banks              26,849         28,106
  Held-To-Maturity Securities
    (Market value of $34,222 at 
    March 31, 1999 and $34,444 at                                   
    December 31, 1998)                          31,165         31,156
  Available-For-Sale Securities                178,110        172,723
                                              ________       ________

      Total Securities                         209,275        203,879
  Federal Funds Sold and Securities 
    Purchased Under Agreement to Resell         16,664         26,228 
    Loans                                      494,844        486,302
    Less: Reserve for Loan Losses               (9,747)        (9,572)
                                              ________       ________

      Net Loans                                485,097        476,730
                                        
    Bank Premises and Equipment (Net)           15,288         15,021
    Interest Receivable                          7,310          8,123
    Other Assets                                18,291         18,945
                                              ________       ________

      TOTAL ASSETS                            $778,774       $777,032 
                                              ========       ========
  
LIABILITIES AND STOCKHOLDERS' EQUITY                                     

Deposits:                                  
  Non-Interest Bearing                        $ 83,203       $ 91,290 
  Interest Bearing Deposits                    570,560        559,925 
                                              ________       ________

      Total Deposits                           653,763        651,215 
Federal Funds Purchased and Securities
  Sold Under Agreements to Repurchase           11,693         10,464
Other Borrowed Funds                            14,519         16,048
Interest                                         2,356          2,674 
Other Liabilities                                5,842          8,337
                                              ________       ________

      TOTAL LIABILITIES                        688,173        688,738
                                              ________       ________

Stockholders' Equity:                                   
  Common Stock $1 par Value, Authorized                                
    10,000,000 shares, Issued and 
    Outstanding 5,664,736                        5,665          5,665
  Surplus and Undivided Profits                 84,005         81,207
  Accumulated Other Comprehensive Income 
    on Available-for-Sale Securities               931          1,422
                                              ________       ________

      TOTAL STOCKHOLDERS' EQUITY                90,601         88,294 
                                              ________       ________
      TOTAL LIABILITIES & STOCKHOLDERS'
        EQUITY                                $778,774       $777,032
                                              ========       ========




                          NBC CAPITAL CORPORATION

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                (Unaudited)

(Amounts in thousands)
                                                1999           1998
                                              ________       ________

CASH FLOWS FROM OPERATING ACTIVITIES

   Net Income                                 $  2,763       $  2,595 
   Adjustments to Reconcile Net Income 
     to Net Cash:
       Depreciation and Amortization               544            537 
       Deferred Income Taxes (Credits)               2            (61)
       Provision for Loan Losses                   315            323 
       Loss (Gain) on Sale of Securities            -              24 
       (Increase) Decrease in Interest 
         Receivable                                813            781
       (Increase) Decrease in Other Assets         848         (7,072)
       Increase (Decrease) in Interest 
         Payable                                  (318)          (266)
       Increase (Decrease) in Other
         Liabilities                            (2,495)        (2,522)
                                              ________       ________
   Net Cash Provided by Operating 
     Activities                                  2,472         (5,661)

CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from Maturities of Securities       12,287         13,874 
   Proceeds from Sale of Securities                 -           5,569
   Purchase of Securities                      (18,427)       (36,913)
   Increase (Decrease) in Loans                 (8,682)         4,040
   Additions to Bank Premises and Equipment       (719)          (266)
                                              ________       ________

   Net Cash Used in Investing Activities       (15,541)       (13,696)

CASH FLOWS FROM FINANCING ACTIVITIES

      Increase (Decrease) in Deposits            2,548         33,283 
      Dividend Paid on Common Stock                 -              -   
      Increase (Decrease) in Borrowed Funds       (300)        (7,778)
                                              ________       ________

   Net Cash Provided by Financing Activities     2,248         25,505 

   Net Increase (decrease) in Cash and Cash
      Equivalents                              (10,821)         6,148 

   Cash and Cash Equivalents at Beginning of
      Year                                      54,334         50,532 
                                              ________       ________

   Cash and Cash Equivalents at End of 
      Quarter                                 $ 43,513       $ 56,680 
                                              ========       ========

   Interest                                   $  6,402       $  6,908 
                                              ========       ========

   Income Taxes                               $    493       $    676 
                                              ========       ========




                          NBC CAPITAL CORPORATION
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The accompanying unaudited consolidated financial statements include the
accounts of NBC Capital Corporation and its subsidiaries, National Bank of
Commerce and First National Finance Company.  All significant intercompany
accounts and transactions have been eliminated.  In the normal decision
making process, management makes certain estimates and assumptions that
affect the reported amounts that appear in these statements.  Although
management believes that the estimates and assumption are reasonable and
are based on the best information available, actual results could differ.  

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with Generally Accepted Accounting
Principles have been condensed or omitted.  

In the opinion of management, all adjustments necessary for the fair
presentation of the financial statement presented in this report have been
made.  Such adjustments were of a normal recurring nature.

On December 31, 1998, the Corporation acquired all the outstanding common
stock of First National Corporation of West Point in exchange for shares of
the Corporations common stock.  The acquisition of First National and its
subsidiaries has been accounted for as a pooling of interest and,
accordingly, all 1998 financial statements have been restated to include
the consolidated accounts and consolidated operations of First National and
its subsidiaries.       
 





                              PART I.  ITEM 2

                   MANAGEMENT'S DISCUSSION AND ANALYSIS

                              MARCH 31, 1999


RESULTS OF OPERATIONS

First quarter of 1999 compared to the first quarter of 1998
 
Earnings for the first quarter of 1999 grew 6.2% to $2.76 million or $.49
per share. This compares to $2.60 million or $.46 per share for the first
quarter of 1998.  These 1999 totals equate to a 1.4% return on average
assets and 12.4% return on average equity.

Net Interest Income for the first quarter of 1999 was $7.66 million
compared to $7.68 million in 1998.  This represents a decrease of .3%. 
This decrease resulted from a five(5) basis point decline in the net
interest margin and an $11.4 million increase in earning assets.

Non-Interest Income grew 1.3% paced by a 12.2% increase in income from the
Company's Trust and Financial Management activities and a 6.1% increase in
income from deposit accounts.  

Non-Interest Expense increased 1.9% for the period reported.  Approximately
86% of this increase resulted from additional depreciation and amortization
expense associated with the normal purchases of new equipment to
accommodate the growth in staff resulting from the acquisition of First
National Corporation of West Point on December 31, 1998. 

Income tax expense decreased 27.8% for the period.  This was the result of
an increase in the level of non-taxable securities in the investment
portfolio.    

FINANCIAL CONDITION

The Company's balance sheet shows a small increase in total assets from
$777 million to $779 million during the first quarter of 1999.  Deposits
increased $2.5 million. This increase in available funds, along with a $9.6
million reduction in the amount of Fed Funds Sold, were used to fund an
increase in the investment securities portfolio of $5.4 million and an
increase in net loans of $8.4 million. Loan quality remains good and
management is committed to not relaxing its underwriting standards.

Shareholders' equity increased from $88.3 million to $90.6 million during
the first quarter of 1999.  This represented a 2.6% increase.  During the
period there was a decrease in the market value of the available-for-sale
portion of the investment securities portfolio.  This resulted in the
Accumulated Other Comprehensive Income on the available for sale securities
component of Shareholders' Equity decreasing from $1,422,000 at 
December 31, 1998, to $931,000 at March 31, 1999.

The Company's bank subsidiaries are required to maintain minimum amounts of
capital to total risk weighted assets as defined by the banking regulators. 
At March 31, 1999, the banks' Tier I, Tier II and Total Capital Ratios
exceeded the well-capitalized standards developed under the referenced
regulatory guidelines.


Dividends paid by the Company are provided from dividends received from the
subsidiary banks.  Under the regulations controlling national banks, the
payment of dividends by the banks without prior approval from the
Comptroller of the Currency is limited in amount to the current year's net
profit and the retained net earnings of the two preceding years. At March
31, 1999, this amounted to approximately $14 million.  Also, under
regulations controlling national banks, the banks are limited in the
amounts they can lend to the Company and such loans are required to be on a
fully secured basis. 


YEAR 2000 COMPLIANCE

During the first quarter of 1999, the Company has continued its efforts to
prepare for January 1, 2000. All levels of the Company's management and its
Board of Directors are aware of the seriousness of this issue and the
effects it may have on the Company and its customers.  The Company has a
Year 2000 Steering Committee under the leadership of the President and
Chief Operating Officer to guide it through its action plan for compliance. 
The committee has been organized into three major areas, with a senior
officer directly responsible for each of the respective areas.  The
committee reports monthly to the Board of Directors.

The first major area of risk relates to the Company's internal hardware and
software programs.  The Company does not write its source programming code
and therefore is dependent upon external vendors and service providers. 
The Company developed a plan for testing all these systems and began the
testing process during 1998.  As of March 31,1999, the testing phase was
approximately 98% completed.  Management considers the testing to have been
successful.  Where problems have been found, steps have been taken to make
the appropriate corrections.  At this time, the testing of one mission
critical system has not been completed.  This test was delayed past the
initial deadline because of scheduling issues with the vendor.  This test
is scheduled to be completed by May 31, 1999.

The second major area relates to external factors involving customers,
vendors and outside service providers.  The risks associated with this
issue go beyond the Company's own ability to solve Year 2000 problems. 
Should significant commercial customers fail to address these issues
effectively, their ability to meet debt service requirement could be
impaired, resulting in increased credit risk and increased loan
charge-offs.  Should suppliers of critical services fail in their efforts
to become Year 2000 compliant, or if significant third party interfaces
fail to be compatible with the Company or fail to be Year 2000 compliant,
it could have significant adverse affects on the operations and financial
results of the Company.  The Company has identified its major commercial
customers and developed plans for educating and monitoring, on an
individual account basis, the adequacy of the customers actions to address
the Year 2000 issues.  The assessment of these customers was risk rated and
is being used as a factor in analyzing the allowance for loan losses.  This
assessment has also become a part of the overall credit underwriting
process.  Currently, management believes that the reserve for loan losses
is adequate to cover the identified risk in the loan portfolio related
specifically to this issue.  However, this will be an on-going evaluation
and this situation could change as the Company moves through 1999.

As vendors of critical services and products were reviewed, management
attempted to prioritize these product and services and to determine the
worst case scenarios, assuming that these parties are unable to provide
normal services.  Management has prepared contingency plans covering these
scenarios.  These plans will be tested, if possible, during 1999.  

Both internal and external resources are being utilized to address the Year
2000 problem.  A budget of $1.8 million has been completed and approved by
the Board of Directors.  Approximately 60% of this total will be from the
allocation of the salary and benefits of current employees assigned to work
on this project.  Another 4% will be spent on items that will be
capitalized and amortized or depreciated over future periods.  Through the
first quarter of 1999, the company has incurred approximately $400,000 in
both allocated and direct expenses relating to Year 2000.  The remaining
portion of the budget is expected to be spent during the remaining portion
of 1999.  This expenditure is not expected to have a material impact on the
financial performance of the Company.

Year 2000 cost and the date on which the Year 2000 modifications are
expected to be completed are based on management's estimates, which were
derived utilizing numerous assumptions of future events including the
availability of certain resources, third party modifications and other
factors.  Although Management believes that the desired results will be
attained, there are no guarantees that these estimates will be achieved 
and actual results could differ materially from planned results.





PART II.  OTHER INFORMATION
 
Item 1.   Legal Proceedings

          None
 
Item 2.   Changes in Securities

          None
 
Item 3.   Defaults Upon Senior Debt
          
          None
    
Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          On February 3, 1999, NBC Capital Corporation entered into a
          Definitive Agreement to acquire the outstanding stock of FFBS
          Bancorp, Inc., in exchange for shares of its own common stock.
          As a part of the merger, FFBS Bancorp, Inc. has granted an
          irrevocable option to NBC Capital Corporation to purchase 19.9%
          of the FFBS Bancorp, Inc. issued and outstanding shares of
          Common Stock. The transaction, which is pending shareholder and
          regulatory approval, is expected to be completed during the
          summer of 1999.  
 
Item 6.   Exhibits and Form 8-K

          (a)   Exhibits

                27        Financial Data Schedule

                99.1      Press Release regarding the acquisition of FFBS
                          Bancorp, Inc. by NBC Capital Corporation, dated
                          February 4, 1999.

                99.2      Agreement and Plan of Merger between NBC Capital
                          Corporation and FFBS Bancorp, Inc.

                99.3      Stock Option Agreement between NBC Capital
                          Corporation and FFBS Bancorp, Inc.

                99.4      Plan of Reorganization and Merger between NBC
                          Capital Corporation and FFBS Bancorp, Inc. 

          (b)   Form 8-K

                A report on Form 8-K was filed January 15, 1999.



The financial information furnished herein has not been audited by
independent accountants; however, in the opinion of management, all
adjustments necessary for a fair presentation on the results of operation
for the three month period ended March 30, 1999, have been included.    




                           NBC CAPITAL CORPORATION

                                   SIGNATURE


     Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                   NBC CAPITAL CORPORATION
                                   Registrant



May 10, 1999                       /s/ Richard T. Haston
Date                               Richard T. Haston
                                   Executive Vice President, Chief
                                   Financial Officer and Treasurer