(b) Exhibit 99 - Proxy Statement
FIRST CENTRAL BANCSHARES, INC.
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS, APRIL 16, 1998

THIS  PROXY STATEMENT, together with the enclosed proxy, which  is
first being mailed to shareholders on or about March 16, 1998,  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
16,  1998,  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,  1998, 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  513,281
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, 1998.
     Amount and Nature of
     Name of Beneficial Owner Beneficial Ownership(1)  Percent  of
Class(2)
(a)  Ed F. Bell                    10,883                  2.12%
     Barry H. Gordon               14,439           (3)(4) 2.81%
     Robert H. Grimes              10,711           (3)(5) 2.09%
     Jack Hammontree                  549              (3) 0.11%
     Gary Kimsey                   17,383              (3) 3.39%
     G. Bruce Martin                7,150                  1.39%
     Willard D. Price              10,648              (3) 2.07%
     Benny L. Shubert               6,655              (3) 1.30%
     Peter G. Stimpson             15,306              (3) 2.98%
     Guilford F. (Tim) Tyler, Jr.   8,058        (3)(4)(5) 1.57%
     Ted L. Wampler, Jr.            8,651                  1.68%
     James W. Wilburn, III          8,738           (3)(4) 1.71%
(b)  Directors and officers as a  123,427           24.05%
     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 513,281 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.

Two-Year Term Expiring 2000
Jack Hammontree

Three-Year Term Expiring 2001
Ed F. Bell
Gary Kimsey
Dr. Petter Stimpson
James W. Wilburn, III

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          62 Banker                      1991
      President and Chief
      Executive Officer
     Barry Gordon        51 Veterinarian, Lenior City Animal1991
                              Clinic
     Robert D. Grimes    60 Robert D. Grimes Construction Co. 1991
     Jack Hammontree     56 Vice President, Baker Realty1997
     Gary Kimsey         55 President, Gemtron Corp.    1991
     G. Bruce Martin     46 Agent, State Farm Insurance Co. 1991
     Willard D. Price    51 Banker                      1991
      Executive Vice
      President and Cashier
     Benny Shubert       64 Owner, Shubert Motors       1991
     Dr. Peter Stimpson  49 Physician                   1991
     Guilford F. (Tim)   50 Banker                      1991
      Tyler, Jr.
      Senior Vice President
     Ted Wampler         39 President, Wampler's Farm Sausage1991
                              Co.
     James Wilburn, III  47 President, Wilburn Hardware 1991

Description of the Board and Committees
The  Board holds monthly meetings and special meetings as  called.
Each  director  receives $750 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,
Martin,  Kimsey,  Tyler,  and  Wampler.  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 16 times in 1997.

The Audit Committee, composed of Messrs. Martin, Wilburn, Stimpson
and  Schubert,  reviews annual and interim reports of  independent
auditors  and provides the recommendation of independent auditors.
The Audit Committee met 2 times during 1997.

The Investment Committee is composed of Messrs. Price, Hammontree,
Grimes,  and Wilburn. The Investment Committee reviews and directs
the  investment  portfolio of the Bank. The  Investment  Committee
held 2 meetings in 1997.

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,  1997,  1996  and  1995.  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 CEO1997  73,00017,504   29,183
                                 1996  67,000 6,527   24,172
                                 1995  60,000 5,886    4.800

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,  1997 as follows: Gordon: $119,000; Wampler: $90,189; Shubert:
$418,383*;  Stimpson:  $325,831. No other  director  or  executive
officer (or their affiliate) was indebted $60,000 or more  to  the
bank.

* Direct liability: $357,806; Indirect liability: $60,577

The  Bank entered into a construction agreement with Robert Grimes
Construction,  Inc., of which Robert D. Grimes is sole  owner,  to
build the Bank's Kingston office. For the Kingston office, Grimes'
fee  amounted  to approximately $37,500 according to the  contract
which was cost of construction plus 10%. The project was completed
in December.

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 1998.  Pugh
and  Company,  P.C., CPAs were also employed by the Bank  in  this
capacity   in  1997.  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,  1998  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, 1998 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

                              /s/ Ed F. Bell

Ed F. Bell, President and CEO
March 16, 1998

(c)  Reports on Form 8-K, None.