(b)   Exhibit 99 - Proxy Statement 

                       FIRST CENTRAL BANCSHARES, INC.
                               PROXY STATEMENT

               ANNUAL MEETING OF SHAREHOLDERS, APRIL 17, 1997

THIS PROXY STATEMENT, together with the enclosed proxy, which is first being
mailed to shareholders on or about March 14, 1997, is furnished in connection
with the solicitation of proxies by the Board of Directors of First Central
Bancshares, Inc., a Tennessee corporation (the "Corporation"), for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held on Thursday,
April 17, 1997, at 7:00 p.m. local time, in the main office of First Central
Bank at 725 Highway 321 North, Lenoir City, Tennessee 37771.

                                   Voting
Shareholders of the Corporation of record at the close of business on March 10,
1997, the record date designated by the Board of Directors, will be entitled
to notice of and to vote at the Annual Meeting. On that date, the Corporation
had outstanding 466,755 shares of $5.00 par value per share common stock (the
"Common Shares").

The presence in person or by proxy of the holders of a majority of the issued
and outstanding Common Shares entitled to vote at the Annual Meeting is
necessary in order to constitute a quorum. The election of each of the nominees
to the Board of Directors of the Corporation will require the affirmative vote
of a majority of the Common Shares voting at the Annual Meeting. The
affirmative vote of a majority of the Common Shares voting at the Annual
Meeting is required for the ratification of the selection of the independent
accountants and auditors.

Each holder of the Common Shares is entitled to one vote for each Common Share
held on all matters submitted before the Annual Meeting or any adjournment or
adjournments thereof. Cumulative voting is not provided for in the election of
directors.

Common Shares represented by properly executed proxies, unless previously
revoked, will be voted in accordance with the instructions on such proxies. If
no instruction is indicated on the proxy, the named holders of the proxies will
vote such Common Shares in favor of all nominees named in this Proxy Statement
and the ratification of the selection of independent accountants and auditors.
The named holders of proxies also will use their discretion in voting the
Common Shares in connection with any other business that properly may come
before the Annual Meeting.

Any shareholder who sends in a proxy has the power to revoke that proxy any
time prior to the exercise of the proxy by giving written notice to the
Secretary of the Corporation at its executive offices located at 725 Highway
321 North, Lenoir City, Tennessee 37771. Shareholders also may revoke proxies
either by a later dated proxy, if the Corporation receives such proxy prior to
the exercise of the prior proxy, or by attending the Annual Meeting and voting
in person.

               Information Regarding Certain Beneficial Owners
The following table sets forth certain information concerning the beneficial
ownership (as defined by certain rules of the Securities and Exchange
Commission) of the Common Shares by (a) directors and persons nominated to
become directors of the Corporation, and (b) directors and officers of the
Corporation as a group. There are no persons known to the Corporation to be the
beneficial owners of more than 5% of the outstanding Common Shares of the
Corporation. The information shown in this Proxy Statement, unless otherwise
indicated, is based on information provided to the Corporation as of March 1,
1997.

       Amount and Nature of
     Name of Beneficial Owner     Beneficial Ownership(1)  Percent of Class(2)
(a)  Ed F. Bell                         9,894                      2.12%
     Daniel W. Cooper                   1,210                       .26%
     Barry H. Gordon                   13,127(3)(4)                2.81%
     Robert H. Grimes                   9,738(3)(5)                2.09%
     Gary Kimsey                       15,803(3)                   3.39%
     G. Bruce Martin                    6,500                      1.39%
     Willard D. Price                   9,680(3)                   2.07%
     Benny L. Shubert                   6,050(3)                   1.30%
     Peter G. Stimpson                 13,915(3)                   2.98%
     Guilford F. (Tim) Tyler, Jr.       7,326(3)(4)(5)             1.68%
     Ted L. Wampler, Jr.                8,591                      1.84%
     James W. Wilburn, III              7,986(3)(4)                1.71%

(b) Directors and officers as a       109,820                     23.53%
     group (12 persons)

(1)  Includes Common Shares as to which each shareholder, directly or
     indirectly, through any contract, arrangement, understanding,
     relationship, or otherwise has or shares voting power and/or investment
     power. Unless otherwise indicated, each listed shareholder possesses sole
     voting and investment power With respect to all of the Common Shares shown
     opposite his name.
(2)  Based upon 466,755 Common Shares issued and outstanding. 
(3)  Includes share held by and/or joint with spouse.
(4)  Includes shares held by the named individuals' children and/or dependents.
(5)  Includes shares held by Mr. Tyler's and Mr. Grime's individual retirement
     accounts.

                     Election of Directors (Proposal 1)
The Board of Directors of the Corporation is divided into three classes with
the three-year term of office of each class expiring in succeeding years. At
the Annual Meeting the following four persons, all of whom are members of the
present Board of Directors are nominees for election. Each director elected at
the Annual Meeting will hold office until the annual meeting of shareholders
held in 2000 or until their successors are elected and qualified.

Three-Year Term Expiring 2000
Daniel W. Cooper
G. Bruce Martin
Willard D. Price
Guilford F. (Tim) Tyler, Jr.

Unless contrary instructions are received, the enclosed proxy will be voted in
favor of the election as directors of the nominees listed above. Each nominee
has consented to be a candidate and to serve, if elected. While the Board has
no reason to believe that any nominee will be unable to accept nomination or
election as a director, if such an event should occur, the proxy will be voted
with discretionary authority for a substitute or substitutes as shall be
designated by the current Board of Directors.

The following table contains certain information concerning the directors of
the Corporation including the nominees, which information has been furnished
to the Corporation by the Individuals named:
                                                                   Year First
      Name and Positions                                            Became a 
     With the Corporation    Age       Principal Occupation         Director 

   Ed F. Bell                61   Banker                               1991  
   President and Chief
   Executive Officer
   Daniel W. Cooper          46   President, Tellico Village           1993  
   Barry Gordon              50   Veterinarian, Lenoir City Animal     1991  
                                   Clinic
   Robert D. Grimes          59   Robert D. Grimes Construction Co.    1991  
   Gary Kimsey               54   President, Gemtron Corp.             1991  
   G. Bruce Martin           45   Agent, State Farm Insurance Co.      1991  
   Willard D. Price          50   Banker                               1991  
   Executive Vice
   President and Cashier
   Benny Shubert             63   Owner, Shubert Motors                1991  
   Dr. Peter Stimpson        48   Physician                            1991  
   Guilford F. (Tim)         49   Banker                               1991  
   Tyler, Jr.
   Senior Vice President
   Ted Wampler               38   President, Wampler's Farm Sausage    1991  
                                   Co.
   James Wilburn, III        46   President, Wilburn Hardware          1991  

                   Description of the Board and Committees
The Board holds monthly meetings and special meetings as called.  Each director
receives $500 for each meeting of the Board of Directors attended and receives
no compensation for committee meetings attended. During the fiscal year ended
December 31, 1996, the Board of Directors held 13 meetings. All incumbent
directors attended more than 75% of the aggregate number of meetings of the
Board and committees of the Board on which they served. The Board of Directors
has three (3) standing committees consisting of the Executive, Audit, and
Investment Committees. The Board of Directors does not have a nominating or
compensation committee.

The Executive Committee is composed of Messrs. Bell, Gordon, Grimes, Kimsey,
Price, and Wilburn. The Executive Committee reviews corporate activities, loan
requests, makes recommendations to the Board on policy matters and makes
executive decisions on matters that do not require a meeting of the Full Board
of Directors. The Executive Committee met 23 times in 1996.

The Audit Committee, composed of Messrs. Martin, Cooper, and Kimsey, reviews
annual and interim reports of independent auditors and provides the
recommendation of independent auditors. The Audit Committee met 2 times during
1996.

The Investment Committee is composed of Messrs. Price, Wampler, Shubert,
Stimpson and Tyler. The Investment Committee reviews and directs the investment
portfolio of the Bank. The Investment Committee held 3 meetings in 1996.

              COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

                         Summary Compensation Table
The following table sets forth the aggregate compensation paid by the
Corporation and its subsidiaries to the President of the Corporation and the
four most highly compensated executive officers of the Corporation or its
subsidiaries, for services rendered in all capacities during the fiscal years
ended December 31, 1996, 1995 and 1994. No executive officer compensation
exceeded $100,000 during such years.

                             Annual Compensation

                                    Year    Salary    Bonus   Other Annual
    Name and Principal Position     ($)      ($)       ($)         ($)    
   Ed F. Bell President and CEO     1996    67,000    6,527      24,172   
                                    1995    60,000    5,886       4,800   
                                    1994    60,000    1,000       3.900   

                      Certain and Related Transactions
Some directors and officers of First Central Bank, the principal banking
subsidiary of the Corporation ("the Bank") at present, as in the past, are
customers of the Bank and have had and expect to have loan transactions with
the Bank in the ordinary course of business. In addition, some of the directors
and officers of the Bank are at present, as in the past, affiliated with
businesses which are customers of the Bank and which have had and expect to
have loan transactions with the Bank in the ordinary course of business. These
loans were made in ordinary course of business and were made on substantially
the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other parties. In the opinion of
the Board of Directors, these loans do not involve more than a normal risk of
collectibility or present other unfavorable features.

The following directors were indebted to the Bank as of December 31, 1996 as
follows: Martin: $99,714; Grimes: $85,244; Shubert: $482,963*; Stimpson:
$417,250. No other director or executive officer (or their affiliate) was
indebted $60,000 or more to the bank.

         * Direct liability: $348,338; Indirect liability: $134,625

The Bank entered into a construction agreement with Robert Grimes Construction,
Inc., of which Robert D. Grimes is sole owner, to remodel the Bank's Loudon
office. For the Loudon office, Grimes' fee amounted to approximately $34,000
according to the contract which was cost of construction plus 10%. The project
was completed in August.

           Approval of Independent Public Accountants (Proposal 2)
The Board of Directors of the Bank has selected Pugh and Company, P.C., CPAs
as its independent public accountants for 1997. Pugh and Company, P.C., CPAs
were also employed by the Bank in this capacity in 1996. A representative from
Pugh and Company, P.C.,CPAs is expected to be present at the Annual Meeting and
will have an opportunity to make a statement if he desires to do so. The
representative is also expected to be available to respond to appropriate
questions.

                          Expenses of Solicitation
The Corporation will pay the total expense of preparing, assembling, printing,
and mailing proxies and proxy solicitation materials. It may be that, following
the original solicitation, some further solicitation will be made by officers
and directors of the Corporation, who will not receive additional compensation
for such activities.

                            Shareholder Proposals
Shareholders' proposals intended to be presented at the 1998 Annual Meeting of
Shareholders must be received by the Corporation at its executive offices on
or before December 31, 1997 to be included in the proxy statement and form of
proxy relating to that meeting.

                                Other Matters
At the time of preparation of this Proxy Statement, the Board of Directors of
the Corporation has not been informed and is not aware of any matters to be
presented for action at the Annual Meeting other than the matters listed in the
notice of meeting included with this Proxy Statement. If any other matters
should come before the Annual Meeting, or any adjournment thereof, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote on such matters according to their best judgment.

                 Availability of Annual Report on Form 10-K
A copy of the Corporation's Annual Report on Form 10-K, including the financial
statements and schedule thereto, which is filed with the Securities and
Exchange Commission, is available without charge to each shareholder of record
upon written request to First Central Bancshares, inc., Attn: Willard D. Price,
Chief Financial Officer, 725 Hwy. 325 North, Lenoir City, Tennessee 37771. Each
such written request must set forth a good faith representation that as of the
record date, March 10, 1997 the person making the request was a beneficial
owner of Common Shares entitled to vote at the Annual Meeting. Exhibits to the
Form 10-K will also be supplied upon the written request to the Chief Financial
Officer and payment to the Corporation of its cost of furnishing the requested
exhibits. The copy of the Form 10-K furnished without charge to the requesting
shareholder will be accompanied by a list briefly describing all of the
exhibits and indicating the cost of furnishing the exhibits.



                                    BY THE ORDER OF THE BOARD OF DIRECTORS



                                    Ed F. Bell, President and CEO
                                    March 14, 1997