UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-KSB

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

            For the fiscal year ended December 31, 1997
                                OR
         [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF
                THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from                 to

                 Commission file number:  33-58832

                  FIRST CENTRAL BANCSHARES, INC.
  Exact name of small business issue as specified in its charter)
                             Tennessee
  (State or other jurisdiction of incorporation or organization)
           725 Highway 321 North, Lenoir City, Tennessee
              (Address of principal executive office)
                            62-1482501
               (I.R.S. Employer Identification No.)
                            37771-0230
                            (Zip Code)

Registrant's telephone number, including area code:  (423) 986-
1300

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

Securities  registered  pursuant to  Section  12(g)  of  the  Act:
Common Stock (par value $1.00 per share)

Check  whether  the issuer (1) filed all reports  required  to  be
filed  by Section 13 or 15(d) of the Exchange Act during the  past
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.
                        [X] Yes     [ ] No
Check  if  there is no disclosure of delinquent filers in response
to  items  405  of Regulation S-B contained in this form,  and  no
disclosure   will  be  contained,  to  the  best  of  registrant's
knowledge,   in   definitive  proxy  or   information   statements
incorporated by reference in Part III of this Form 10-KSB  or  any
amendment to this Form 10-KSB [ ]

The  issuer's  revenues  for  its  most  recent  fiscal  year  was
$7,526,796.

At  February  13, 1998, the aggregate market value of  the  voting
stock  held  by  non-affiliates of the Company  was  approximately
$12,602,385.    The   last  recorded  trade  of   shares   between
individuals was on November 17, 1997 at a price of $27 per share.

As  of  February 13, 1998, issuer had 466,755 shares of its  $5.00
par value common stock outstanding.
                              PART I

Item 1. Description of Business

(a)  Business Development

First  Central  Bancshares, Inc. (the "Company")  is  a  one  bank
holding  company  for  First  Central  Bank  (the  "Bank").    The
formation  was approved by the stockholders of the Bank  on  March
18,  1993.   On  April  6,  1993 the Bank became  a  wholly  owned
subsidiary of the Company with the exchange of one share  of  Bank
common stock (385,819 shares) for one share of common stock of the
Company.  On January 20, 1994 the Company paid a stock dividend of
38,560  shares, this increased the outstanding shares to  424,379.
The  Company  also  paid  a stock dividend  of  42,376  shares  on
February  15, 1996; this brought the total outstanding  shares  to
466,755.

(b)  Business of Issuer

The  Bank operates out of the main office located in Lenoir  City,
Loudon County, Tennessee and three branch offices, one located  in
Loudon,  one  in  Tellico Village, Loudon County,  Tennessee,  one
located  in  Farragut, Knox County, Tennessee, and one located  in
Kingston,  Roane County, Tennessee.  All offices are full  service
branches  serving an area approximately 50 miles in  radius  which
encompasses  parts  of  Knox County, Blount County,Monroe  County,
Roane  County,  and Anderson County.  All offices provide  typical
commercial  bank  products such as checking and savings  accounts,
certificates of deposit and individual retirement accounts; and  a
complete  range  of  loans  including commercial,  personal,  real
estate, home improvement, automobile and other installment  loans,
student  education loans and single pay loans.  Each  office  also
offers  Visa  and  MasterCard,  ATM  cards,  safe  deposit  boxes,
travelers checks, money orders, cashiers checks, collection items,
wire  transfers  and other customary bank services.   All  offices
have  drive-up window facilities and ATM machines.  The ATM  cards
may be used at all Most and Cirrus network machines.

The Kingston office in Roane County opened December 29, 1997.  The
competition includes four other commercial banks in Loudon  County
with  only one of them being locally headquartered.  The adjoining
counties  include  twelve  commercial  banks  and  seven   savings
banks/savings and loan associations.  A new commercial bank opened
in  Anderson County in 1995 and is the smallest in terms of  asset
size.  First  Central is the second smallest  in  asset  size  and
remains the fastest growing institution in Loudon County, and  the
above-described  market  area.   The  Bank  plans  to  expand  its
operations  into Mcminn County with the opening of a full  service
branch in Sweetwater planned for late 1998 or early 1999.

The  Company is subject to regulation by the Federal Reserve  Bank
(FRB) and the Securities and Exchange Commission (SEC).  The  Bank
is   subject   to  regulation  by  the  Department  of   Financial
Institutions of the State of Tennessee (TDFI) and Federal  Deposit
Insurance  Corporation  (FDIC).  As a Bank  Holding  Company,  the
Company is subject to regulation by the Board of Governors of  the
Federal  Reserve System (Federal Reserve Board).  The Bank Holding
Company  Act  requires the prior approval of the  Federal  Reserve
Board in any case where a bank holding company proposes to acquire
direct  or  indirect ownership or control of more than 5%  of  the
voting  shares  of  any bank (unless it owns a  majority  of  such
bank's  voting shares) or to merge or consolidate with  any  other
bank  holding company.  The Federal Reserve Board may not  approve
such   acquisition,  merger  or  consolidation  that  would   have
anticompetitive  effects  or  that would  permit  a  bank  holding
company  to  acquire  a  bank outside  of  the  holding  company's
principal  state of operations unless the statutes of  the  second
state expressly permit the acquisition.

The  Bank  Holding  Company  Act also  prohibits  a  bank  holding
company, with certain exceptions, from acquiring or retaining more
than 5% of the voting shares of any company that is not a bank and
from  engaging in any business other than banking or  managing  or
controlling  banks and other subsidiaries authorized by  the  Bank
Holding  Company Act or providing services to them.   The  Federal
Reserve Board is authorized to approve the ownership of shares  by
a  bank holding company of any company whose activities have  been
determined  by the Federal Reserve Board to be so closely  related
to  banking or to managing or controlling banks as to be a  proper
incident thereto.

The  Federal  Reserve  Board may issue  cease  and  desist  orders
against  bank holding companies and non-bank subsidiaries to  stop
actions believed to present a serious threat to a subsidiary bank.
It also regulates changes in the control of bank holding companies
and the ability to proscribe the payment of dividends by banks and
banks  and bank holding companies.  The Federal Reserve Board  has
expressed  its  view  that  a  bank holding  company  experiencing
earnings weakness should not pay cash dividends exceeding its  net
income or which could only be funded in ways that weaken the  bank
holding company's financial health, such as by borrowing.

The  Financial Institutions Reform, Recovery, and Enforcement  Act
("FIRREA"),  signed into law in 1989, amended  provisions  of  the
Bank  Holding Company Act to specifically authorize a bank holding
company,  upon receipt of appropriate approvals from  the  Federal
Reserve Board and the Director of the Office of Thrift Supervision
("OTS"), to acquire control of any savings association or  holding
company  thereof  wherever located.  A savings  and  loan  holding
company  may  not  acquire control of a bank.  Pursuant  to  rules
promulgated by FIRREA, a savings association acquired  by  a  bank
holding  company  (i)  may, so long as it continues  to  meet  the
qualified  thrift  lender test, continue to  branch  to  the  same
extent  as  permitted to their nonaffiliated savings  associations
similarly  chartered in the state, and (ii) may not  continue  any
nonbanking  activities not authorized for bank holding  companies.
Savings  associations acquired by a bank holding company  may,  if
located in a state where the holding company is legally authorized
to  acquire a bank, be converted, to the extent permitted by state
law, to the status of a bank but deposit insurance assessments and
payments  continue to be paid by the association  to  the  Savings
Association Insurance Fund of the FDIC.  A savings association  so
converted  to a bank becomes subject to the branching restrictions
applicable  to  banks.   Under certain  circumstances,  a  savings
association acquired by a bank holding company may be merged  with
an existing bank subsidiary of a holding company.

The  Company  is  also  a  bank holding  company  under  the  Bank
Structure  Act  of 1974.  A bank holding company  whose  principal
place  of business is within the State of Tennessee is allowed  to
enter  any  and all counties in the State through acquisitions  of
existing  banks.  However, a bank holding company may not  acquire
any of the shares of a bank in Tennessee unless such bank has been
in  operation  for  at  least five (5) years,  except  in  certain
circumstances.    A  bank  holding  company  is  prohibited   from
acquiring any bank in Tennessee as long as banks which the holding
company  controls retain sixteen and one-half (16.5)%  percent  or
more of the total individual, partnership or corporate demand  and
savings deposits in all banks in Tennessee as reported annually by
the  FDIC.   Tennessee law provides that any out-of-state  holding
company  may  acquire  a  Tennessee  bank  holding  company  or  a
Tennessee  Bank  with  the  approval of the  Commissioner  of  the
Department  of  Financial Institutions of the State  of  Tennessee
(the "Commissioner") if the laws of the state in which the out-of-
state  bank  holding company has its principal office permit  such
bank  holding company to acquire or be acquired by Tennessee  bank
holding  companies.  The Tennessee banks or bank holding companies
to  be  acquired  must have been in existence for more  than  five
years.

Interstate  Banking  and  Branching  Legislation  The  Riegle-Neal
Interstate  Banking  and  Branching  Efficiency  Act  of  1994(the
"IBBEA")  authorizes interstate acquisitions  of  banks  and  bank
holding companies without geographic limitation beginning one year
after enactment. In addition, since June 1, 1997, a bank may merge
with a bank in another state as long as neither of the states  has
opted out of interstate branching between the date of enactment of
the  IBBEA  and  May  31,  1997. Tennessee  did  not  opt  out  of
interstate  branching. The IBBEA further provides that states  may
enact laws permitting interstate merger transactions prior to June
1,  1997. Tennessee did not enact such a law. A bank may establish
and operate a de novo branch in a state in which the bank does not
maintain  a  branch  if  that  state explicitly  permits  de  novo
branching. Once a bank has established branches in a state through
an  interstate  merger  transaction, the bank  may  establish  and
acquire additional branches at any location in the state where any
bank  involved  in  the interstate merger transaction  could  have
established or acquired branches under applicable federal or state
law.  A  bank that has established a branch in a state through  de
novo  branching may establish and acquire additional  branches  in
such  state in the same manner and to the same extent  as  a  bank
having a branch in such state as a result of an interstate merger.
If  a  state opts out of interstate branching within the specified
time period, no bank in any other state may establish a branch  in
the  opting  out  of state, whether through an acquisition  or  de
novo.

Compliance  with environmental laws has not directly impacted  the
Company  or  Bank.  However, compliance has impacted  the  lending
functions  of  the  Bank  to commercial business  customers.   All
commercial  loans require an environmental assessment  at  varying
levels of expertise.

As of December 31, 1997, the Bank employed 35 salaried persons and
7 hourly persons.

(b)(1)    Distribution  of  Assets, Liabilities and  Stockholders'
          Equity; Interest Rates and Interest Differential

See Schedule I (Attached)

(b)(2)    Investment    and   Loan   Portfolio   Maturities    and
          Sensitivities to Changes in Interest Rates

See Schedule III (Attached)
(b)(3)    Risk Elements

See  Item  6  - Management's Discussion and Analysis  or  Plan  of
Operation and Schedule V - Nonperforming Assets.

(b)(4)    Summary of Loan Loss Experience

See Schedule VI - Analysis of Loan Loss Reserve and Schedule VII -
Allocation of the Loan Loss Reserve (Attached).

(b)(5)    Deposits

See Item 7 - Financial Statements and Schedule I (Attached)

(b)(6)    Return on Equity and Assets

See  Item  6  - Management's Discussion and Analysis  or  Plan  of
Operation and Schedule VIII - Return on Assets and Equity.

(b)(7)    Short-Term Borrowings

None.

Item 2. Description of Property.

(a) Location of Property

As  detailed in Item 1, the Bank operates offices in Lenoir  City,
Loudon, Tellico Village, Loudon County, Tennessee, Farragut,  Knox
County, Tennessee and Kingston, Roane County, Tennessee.  The main
office  in  Lenoir  City  is  a  new, modern  facility  containing
approximately  10,000 square feet and was occupied in  January  of
1993.   The Loudon office is a modern facility which was remodeled
and  expanded during 1996.  The extensive remodeling in the  first
half  of 1996 better supports the level of business maintained  at
that  location.   The  Tellico Village office  is  a  new,  modern
facility  containing approximately 3,000 square feet of space  and
is  a  full  service  office with a drive-up  ATM.   The  Farragut
office,  which  opened  in  May 1995, is  a  modern  full  service
facility of approximately 6,000 square feet.  The Kingston  office
which  opened December 29, 1997, is similar to the Farragut branch
with approximately 6,000 square feet.

(b) Investment Policies

(1)  The  Bank and Company do not invest in real estate other than
     for property from which to conduct its operations.

(2)  The  Bank  makes mortgage loans for single family  dwellings,
     commercial  properties,  unimproved land,  and  developmental
     property.   These  mortgage loans  may  be  first  or  second
     mortgages  and are serviced and held by the Bank.   The  Bank
     may  also from time to time purchase government agency  bonds
     secured   by  mortgages  and  backed  and/or  guaranteed   by
     governmental  agencies.   These  agency  bonds  may   include
     Federal  National  Mortgage Association,  Federal  Home  Loan
     Mortgage    Corporation  and  Government  National   Mortgage
     Association.

(3)  No investment is made in securities of or interest in persons
     engaged in real estate activities.

(c)  Description of Real Estate and Operating Data

(1)  The  Company  has  its principal offices in its  headquarters
     building  at  725  Highway 321 North, Lenoir City,  Tennessee
     37771,  which  is  owned  by the Bank.  The  Bank  also  owns
     properties  which  house the branches at Loudon  and  Tellico
     Village,  Loudon,  Tennessee,  Farragut,  Tennessee  and   at
     Kingston,  Tennessee.  The Bank held an operating lease on an
     office  in  Oak Ridge,  Tennessee for the purpose of  a  loan
     office,  which was not in operation as of December 31,  1997.
     The  bank  also holds vacant property for a future branch  in
     Sweetwater, Tennessee. None of the properties amount  to  ten
     (10%) percent of total assets and none are encumbered.

Item 3. Legal Proceedings

The Company is not aware of any material pending legal proceedings
to which the Company or the Bank is a party.

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

No  matter was submitted to a vote of security holders during  the
fourth  quarter of the Company's fiscal year ending  December  31,
1997.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

(a)  Market Information

The stock of the Company is not publicly traded on any exchange or
market.  The stock is traded between individual stockholders only.
The stock was issued in a one for one share exchange with the Bank
stockholders when the Bank was merged with the Company on April 6,
1993.   The  price  for  the  traded  stock  is  set  between  the
individuals.   However, Company officials believe that  the  stock
has  traded from a low of $21.00 per share to a high of $30.00 per
share  between  January 1997 and the date of this  report  as  per
individuals who have sold and/or purchased stock.

(b)  Holders

The  Company  has  approximately  six  hundred  and  twenty  (620)
shareholders of common stock.

(c)  Dividends

No  dividends  were  distributed in 1997.  In  February  1996  the
Company   distributed  a  ten  (10%)  percent  dividend   to   its
stockholders  by  issuing an additional 42,376  shares  of  common
stock.   The Company used a fair market value of $25.00 per  share
and  credited common stock $5.00 per share or $211,880, additional
paid  in capital $20.00 or $847,520, and charged retained earnings
a total of $1,059,400.

Item 6. Management's Discussion and Analysis

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Central Bancshares, Inc. is a one bank holding company which
owns  100%  of outstanding the stock of First Central  Bank.   The
investment in First Central Bank represents virtually all  of  the
assets of First Central Bancshares, Inc.

The  following  represents a narrative analysis of  the  financial
condition  and  operational  results  of  the  company   and   its
subsidiary  bank  for 1997.  For a more complete understanding  of
this   narrative,  please  refer  to  the  Consolidated  Financial
Statements  and notes thereto presented elsewhere in  this  Annual
Report.

The  accompanying financial statements are consolidated statements
of  the  Bank  and the Company as detailed above.  In  1997  total
assets increased 10.6% from December 31, 1996.  Federal Funds sold
increased significantly due to good deposit growth and resulted in
a  net  increase of 295.1% at December 31, 1997 from December  31,
1996.  Investment securities increased 1.3% from December 31, 1996
as the bank essentially replaced maturing securities and increased
liquidity through the federal funds market.

Net  loans increased 4.5% as the Bank had more normal loan  growth
and  experienced  some pay downs at year end.   Real  estate  loan
growth overall was 2.8%, however, residential properties increased
significantly  as opposed to commercial properties.   Construction
and land development loans increased by 6.3%.  Commercial and non-
residential   properties  decreased  by  48.5%,  with  residential
mortgage loans and other properties increasing by 49.2%.  Consumer
and other loans increased 15.0%, and commercial loans decreased by
4.9%.

Management  has  continued  to  increase  the  loan  loss  reserve
prudently with the growth of loans.  The adequacy of the loan loss
reserve  is evaluated monthly by management and quarterly  by  the
board  of  directors.  The reserve for loan losses  was  increased
4.3%  and  remains  approximately 1%  of  net  loans  outstanding.
Nonperforming  assets  increased  by  $35,000  from  1996.    This
resulted  in nonperforming loan ratios of .06% of total  loans  at
12/31/97 and .007% at 12/31/96.  Coverage of loan loss reserve  to
nonperforming assets was 15x and 140x respectively  for  1997  and
1996.   Total  nonperforming assets to total assets were  .05%  at
12/31/97  and  .005%  at 12/31/96.  The nonperforming  ratios  all
remain  insignificant.  Past dues of thirty (30) days or more  but
less  than  ninety (90) days total 1.22% of total net  loans.   We
continue  to monitor loans very closely and anticipate  that  past
dues and losses will remain low.

As  noted earlier, net Investment securities increased 1.3%.   The
total  net securities are accounted for under Financial Accounting
Standard   (FAS)   115,  (see  notes  to  consolidated   financial
statements).   All  securities  are in  Government  or  Government
agency issues.  Also the Bank increased by 12.4% its investment in
Federal  Home  Loan  Bank of Cincinnati stock  due  to  growth  in
assets, real estate loans and through stock dividends.

Net  investment  in  premises and equipment  increased  22.8%  due
primarily to completion of the Kingston Office and the purchase of
property  in  Sweetwater  for  a  future  office.   Other   assets
increased  by  6.3%  due  to  an  increase  in  accrued   interest
receivable and an increase in prepaid expense.

Deposit increases of 9.9% reflect continued steady growth with the
Farragut  Office continuing to be a major factor.  Deposit  growth
is  expected to increase significantly in 1998 due to the Kingston
Office.   Demand deposit growth increased 22.2% as opposed  to  an
increase  in  time deposits of .2%.  Non-interest  bearing  demand
deposits  increased  13.3% and interest  bearing  demand  deposits
increased  26.3%.   The  increase in these  deposits  reflect  the
continued success of a new money market product that produced  new
money  as  well  as  the  transfer of money from  certificates  of
deposit  which accounts for the  slight increase in time deposits.
Time  deposits  under $100,000 decreased 5.5% while time  deposits
over  $100,000  increased by 18.8%.  Other  liabilities  increased
12.3% which primarily was due to year end construction liabilities
associated with the Kingston Office.

Liquidity, which is the company's ability to mobilize cash to meet
operating  needs, was up significantly from the prior year.   This
increase  resulted primarily from the increase  in  federal  funds
sold  as  noted previously.  The liquidity ratio at year  end  was
well  above regulatory requirements.  The Bank is a member of  the
Federal  Home  Loan Bank of Cincinnati and is eligible  to  obtain
both  short  and long term credit advances.  Also,  the  Bank  may
enter  into repurchase agreements or purchase federal funds should
the  need for additional liquidity arise.  Cash and due from banks
increased  by 9.7% over 1996. Net unrealized losses on investments
in  1996  improved by 103.8% which resulted in a net gain at  year
end  by 195.9%.  The fair value of securities fluctuates with  the
movement   of  interest  rates.   Generally,  during  periods   of
decreasing  interest rates, the fair values increase  whereas  the
opposite may hold true during a rising rate environment.

The  Company and its subsidiaries had an increase of 47.8% in  net
income for 1997 as compared to an increase of 52.6% for 1996.  The
return on average assets (ROAA) for the year was 1.5% versus  1.0%
for  1996.   The return on equity (ROE) was 16.9% versus  13%  for
1996.

Net interest income increased by 20.5% while total interest income
increased by 12.3%.  Interest income is composed of the following:
loan income which increased by 16.5%; investment securities income
which  increased  by  1.6%  and federal funds  sold  income  which
decreased  46.6%.   Interest  expense  increased  by  3.7%.    The
components  of interest expense include interest on  now  accounts
and  money  market  accounts which increased  114.0%  due  to  the
previously  mentioned new money market product;  savings  accounts
which   decreased  17.2%;  and  certificates  of  deposits   which
decreased 15.5%.  This small increase in interest expense reflects
the  shifting  of  deposits from term deposits to  lower  yielding
money  market  accounts,  as well as flat  rates.   These  factors
resulted  in  a net interest margin of 5.25% versus  a  margin  of
4.58% for 1996.

Non-interest income increased 31.5%.  Service charge income is the
largest  component of non-interest income and increased  26.8%  as
deposit   accounts   continued  to  grow.   Non-interest   expense
increased 9.6%.  Salaries and benefits, data processing  fees  and
occupancy  expense  account  for the largest  components  of  non-
interest  expense  and  all  increased moderately.   Salaries  and
benefits  increased by 10.5% due to the addition of employees  and
normal salary increases. Data processing increased only 1.1% as  a
result  of  transferring postage costs to a third party  which  is
reflected   below.    Occupancy   expense/F&E   depreciation   and
maintenance  expenses  increased  by  5.7%.   Other  miscellaneous
expenses,  including the shift in postage resulted in an  increase
of  13.8%.   All non-interest costs will continue to  increase  as
deposits  grow and a new planned full service office is opened  in
1998.

The  Bank  utilizes and is dependent upon data processing  systems
and  software to conduct its business. The data processing systems
include  various software packages licensed to the Bank by outside
vendors  and a data processing service center.  During  1997,  the
Bank  initiated  a  review  and assessment  of  all  hardware  and
software  to  confirm that it will function properly in  the  year
2000.  The Bank's data processing service center and the  majority
of the other vendors which have been contacted have indicated that
their  hardware  and  or  software will be  Year  2000  compliant.
Testing will be performed for compliance. It is anticipated  there
will be some additional expenses incurred during the next to years
related  to the Year 2000 issues and they may be material  to  the
consolidated financial statements of the company.

CAPITAL ADEQUACY

The Company and Bank had consolidated total equity of $4.6 million
on  December 31, 1993.  The company issued 38,560 shares of  stock
in  1994  in  the  form of a stock dividend to shareholders.   The
Company also issued 42,376 shares of stock in the form of a  stock
dividend  in 1996.  The Company will issue 46,526 shares of  stock
as a stock dividend in February 1998.

Total capital was $6.9 million at December 31, 1996.  Total Tier I
capital was $6.3 million.  Total capital at December 31, 1997  was
$8  million and Tier I capital was $7.5 million Risk based capital
guidelines as defined by the banking regulators require  the  Bank
to  maintain  minimum total capital ratios of 8% to  risk-weighted
assets, Tier I capital of 4%, and Tier I capital to average assets
of 3%.  The Bank maintained total capital of 13.9% at 12/31/97 and
10.6% at 12/31/96.  Tier I capital was 12.9% and 9.7% for 1997 and
1996  respectively.  Tier I capital to average assets was 9.5%  at
12/31/97  and  8.4%  at 12/31/96.  The Bank  exceeds  all  of  the
minimum  capital  ratio requirements in the  years  discussed  and
management  believes  that  the  capital  position  is  more  than
adequate  to  support  the  operations  of  the  company  and  the
subsidiary bank.

REGULATORY MATTERS AND RECENT LEGISLATION

The  Bank is state chartered and federally insured, and is subject
to  the  rules  and  regulations of the  Tennessee  Department  of
Financial  Institutions (TDFI) and the Federal  Deposit  Insurance
Corporation  (FDIC).  The holding company is also subject  to  the
rules  and  regulations  of the Federal  Reserve  Bank  (FRB)  and
Securities and Exchange Commission (SEC).

In 1993, the shareholders of the Bank approved the formation of  a
single-bank  holding company and a plan for the  exchange  of  one
share of bank stock for one share of holding company stock.   This
transaction  was  accomplished April 6, 1993.   The  Bank  had  an
agreement  with  TDFI  and FDIC not to declare  or  pay  any  cash
dividends for the first three years of existence.  The Company has
now  passed  that three year threshold and will address  dividends
according   to   the  established  dividend  policy.    As   noted
previously, the Company declared and paid a stock dividend in 1994
of  38,560 shares which represented a dividend of 10%. The company
also paid a stock dividend of 42,376 shares in 1996.

Beginning  in 1993, FDIC deposit insurance premiums were  assessed
based on the financial soundness (including capital adequacy)  and
the risks inherent in the Bank.  The premiums ranged from $.23 per
$100 of deposits to $.31 per $100.  The Bank was assigned the rate
of  $.23 per $100 for 1993 and 1994.  In 1995 the rate was lowered
to a range of $.04 to $.31 for assessments when the Bank Insurance
Fund  (BIF) reached 1.25% of total bank domestic deposits  in  the
third quarter.  This rate was further reduced to a minimum of $500
at  year end.  This significantly reduced the bank's cost for 1995
and remained nominal for 1996 and 1997.

The  following are recently issued accounting standards  which  we
have  yet  to  adopt.  For  information  about  recent  accounting
standards  which  we  have adopted, see  the  Notes  to  Financial
Statements in this report.

In  June  1996,  the  FASB issued SFAS No.  125,  "Accounting  for
Transfers and Services of Financial Assets and Extinguishments  of
Liabilities."   SFAS  No.  125 provides accounting  and  reporting
standards  for  transfers and servicing of  financial  assets  and
extinguishment  of  liabilities.  Those  standards  are  based  on
consistent  application  of a financial-components  approach  that
focuses  on  control.  Under that approach, after  a  transfer  of
financial assets, an entity recognizes the financial and servicing
assets   it   controls  and  the  liabilities  it  has   incurred,
derecognizes  financial assets when control has been  surrendered,
and  derecognizes  liabilities when extinguished.  This  statement
provides  standards  for  distinguishing  transfers  of  financial
assets  that are sales from transfers that are secured borrowings.
This  statement  is  effective  for  transfers  and  servicing  of
financial  assets  and  extinguishments of  liabilities  occurring
after December 31, 1996, and is to be applied prospectively.

In  December  1996,  the FASB subsequently issued  SFAS  No.  127,
"Deferral of the Effective Date of Certain Provisions of FASB  No.
125"  as  an  amendment of FASB Statement No. 125.  SFAS  No.  127
provides a one year deferral on selected portions of SFAS No. 125.

We  have  never entered into any transactions related to transfers
of  financial  assets, sales of loans with servicing retained,  or
servicing  of  loans for other entities. In addition,  we  do  not
anticipate entering into any of these types of transactions in the
future. Therefore, SFAS No. 125 and SFAS No. 127 will not have any
effect on our financial condition or results of operations.

In  August 1997, the FASB issued Statement of Financial Accounting
Standards  No.  128,  "Earnings  Per  Share,"  and  Statement   of
Financial Accounting Standards No. 129, "Disclosure of Information
about   Capital  Structure."  SFAS  Nos.  128  and  129  establish
standards  for  computing and presenting earnings  per  share  and
makes   them   comparable  to  international   standards.    These
statements  are  effective  for financial  statements  issued  for
periods ending after December 15, 1997.

Application  of  these  statements is not anticipated  to  have  a
significant  impact  on the preparation of the  holding  company's
financial statements.

In  June  1997, the FASB issued Statement of Financial  Accounting
Standards No. 130, "Reporting Comprehensive Income," and Statement
of  Financial  Accounting  Standards No.  131,  "Disclosure  about
Segments of an Enterprise and Related Information." SFAS Nos.  130
and  131  establish  additional reporting requirements  that  will
apply  to the holding company's financial statements beginning  in
1998, but are not anticipated to have a significant impact on  the
preparation  of our holding company's financial statements.   Both
statements  are  effective  for financial  statements  issued  for
periods beginning after December 31, 1997.

In   February  1998,  the  FASB  issued  Statement  of   Financial
Accounting  Standards  No.  132,  "Employers'  Disclosures   about
Pensions and Other Post Retirement Benefits." SFAS No. 132 revises
employers'  disclosures about pension and  other  post  retirement
benefit  plans but does not change the measurement or  recognition
of  those plans.  SFAS No. 132 amends FASB Statements Nos. 87,  88
and 106 and is effective for fiscal years beginning after December
15,  1997. SFAS No. 132 does not apply to any of the benefit plans
we  currently provide or anticipate providing to our employees  in
the  near  future. Therefore, it will not have any effect  on  our
financial  condition,  results of operations,  or  preparation  of
consolidated financial statements.

NOTE:   NUMERICAL  ENTRIES  APPEARING IN  THIS  REPORT  HAVE  BEEN
ROUNDED  FOR  EASE IN READABILITY.  ACTUAL FIGURES APPEAR  IN  THE
AUDITOR'S REPORT, WHICH IS CONTAINED WITHIN THE FOLLOWING PAGES OF
THIS DOCUMENT.
Item 7.  Consolidated Financial Statements and Financial Data
Schedules














                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

                     Lenoir City, Tennessee

                CONSOLIDATED FINANCIAL STATEMENTS

                December 31, 1997, 1996, and 1995


                     INDEPENDENT AUDITOR'S REPORT



Board of Directors
First Central Bancshares, Inc.
Lenoir City, Tennessee


We  have audited the accompanying consolidated balance sheets  of
First Central Bancshares, Inc. and subsidiary as of December  31,
1997 and 1996, and the related consolidated statements of income,
changes  in  shareholders' equity, and cash flows for  the  years
ended  December  31,  1997, 1996, and 1995.   These  consolidated
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
consolidated financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  consolidated  financial  statements  are  free  of  material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence   supporting  the  amounts  and   disclosures   in   the
consolidated  financial  statements.   An  audit  also   includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position of First Central Bancshares, Inc. and subsidiary  as  of
December  31,  1997 and 1996 and the results of their  operations
and  their cash flows for the years ended December 31, 1997, 1996
and  1995,  in  conformity  with  generally  accepted  accounting
principles.





                                             Certified     Public
Accountants
                                        February 13, 1998


                    FIRST CENTRAL BANCSHARES, INC.
                            AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS



                                 As of December 31,      1997             1996
                                ASSETS
Cash and Due From Banks                $ 3,032,065   $ 2,764,463
Federal Funds Sold                       5,650,000     1,430,000
   Total Cash and Cash Equivalents       8,682,065     4,194,463

Investment Securities at Fair Value     11,214,710    11,066,097
Loans, Net                              58,035,658    55,539,328
Premises and Equipment, Net              4,133,082     3,365,315
Accrued Interest Receivable                494,593       473,576
Prepaid Expenses and Other                 186,807        70,969
Deferred Income Tax Benefit                 43,218       137,227

TOTAL ASSETS                           $82,790,133   $74,846,975

                        LIABILITIES AND EQUITY
LIABILITIES
 Deposits:
  Demand                               $36,466,335   $29,852,289
  Term                                  38,108,158    38,021,658
   Total Deposits                       74,574,493    67,873,947

Advances From Federal Home Loan Bank        43,121        45,291
Accrued Interest Payable                   335,242       330,963
Accrued Income Taxes                         9,499       148,057
Other                                      346,646       129,652
   Total Liabilities                    75,309,001    68,527,910

SHAREHOLDERS' EQUITY
Common Stock - Par Value $5.00, Authorized 2,000,000
Shares; Issued and Outstanding 466,755 Shares2,333,775 2,333,775
Capital in Excess of Par Value           3,426,999     3,426,999
Retained Earnings                        1,719,082       591,812
Shareholders' Equity Before Net Unrealized Gain
(Loss) on Investment Securities          7,479,856     6,352,586
Net Unrealized Gain (Loss) on
 Investment Securities                       1,276       (33,521)
   Total Shareholders' Equity            7,481,132     6,319,065

TOTAL LIABILITIES AND EQUITY           $82,790,133   $74,846,975












The accompanying notes are an integral part of these financial stateme
nts.

                 FIRST CENTRAL BANCSHARES, INC.
                          AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF INCOME



              For the Years Ended December 31,   1997      1996          1995

INTEREST INCOME
 Loans                            $5,902,302 $5,062,850 $3,945,231
 Investment Securities and
  Certificates of Deposit
  in Other Banks                     740,478   729,119   534,512
 Federal Funds Sold                  123,232    230,768    179,837
  Total Interest Income            6,766,012 6,022,737 4,659,580

INTEREST EXPENSE                   3,033,938  2,926,849  2,231,678

NET INTEREST INCOME                3,732,074 3,095,888 2,427,902

PROVISION FOR LOAN LOSSES            177,500    211,500    115,000

NET INTEREST INCOME AFTER
 PROVISION  FOR LOAN LOSSES        3,554,574  2,884,388  2,312,902

NONINTEREST INCOME
 Service Charges on Demand
  Deposits                           488,050   384,746   305,767
 Loan Fees and Other
  Service Charges                    244,812   176,494   176,427
 Gain on Sales of Investment
  Securities                             -0-       -0-     4,858
 Other                                27,922     17,207     13,589
  Total Noninterest Income           760,784    578,447    500,641

NONINTEREST EXPENSE
 Salaries and Employee Benefits    1,262,753 1,142,994   963,218
 Occupancy Expense                   234,578   226,885   192,803
 Data Processing Fees                200,105   197,935   182,031
 Furniture and Equipment
  Depreciation and Maintenance       253,172   234,558   184,744
 Federal Insurance Premiums           21,961    14,536    64,718
 Advertising and Promotion            93,087    82,138   102,609
 Office Supplies and Postage         131,344    94,435    94,352
 Other                               275,922     262,998    217,846
  Total Noninterest Expense        2,472,922  2,256,479  2,002,321

INCOME BEFORE INCOME TAXES         1,842,436 1,206,356   811,222

INCOME TAXES                         715,166    443,618    311,288

NET INCOME                        $1,127,270 $  762,738 $  499,934

EARNINGS PER SHARE AMOUNTS        $     2.42 $     1.65 $     1.18




 The accompanying notes are an integral part of these financial
                           statements.

                       FIRST CENTRAL BANCSHARES, INC.
                               AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
           For The Years Ended December 31, 1997, 1996, and 1995




                                              Net
                                            Unrealized
                                            Gain (Loss)
                       Capital in             on        Total
               Common  Excess of  Retained  Investment Shareholders'
                 Stock    Par Value    Earnings  Securities      Equ
ity
BALANCES,
  JANUARY  1,  1995$2,121,895 $2,579,479 $   388,540 $(189,930)$4,89
9,984

Change in Net
 Unrealized Gain
 (Loss) on
 Investment
 Securities        -0-       -0-        -0-  178,605     178,605

Net Income         -0-        -0-     499,934        -0-   499,934

BALANCES,
 DECEMBER 31, 19952,121,895 2,579,479 888,474 (11,325) 5,578,523

Change in Net
 Unrealized Gain
 (Loss) on
 Investment
 Securities        -0-       -0-        -0-  (22,196)    (22,196)

Stock Dividend
 of 42,376
 Shares of
 Common Stock  211,880   847,520 (1,059,400)     -0-         -0-

Net Income         -0-        -0-     762,738       -0-    762,738

BALANCES,
 DECEMBER 31, 19962,333,775 3,426,999 591,812 (33,521) 6,319,065

Change in Net
 Unrealized Gain
 (Loss) on
 Investment
 Securities        -0-       -0-        -0-   34,797      34,797

Net Income         -0-        -0-   1,127,270       -0-  1,127,270

BALANCES,
DECEMBER  31, 1997$2,333,775 $3,426,999 $ 1,719,082 $    1,276  $7,4
81,132


 The accompanying notes are an integral part of these financial
                           statements.
                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS

         For  the  Years  Ended December  31,     1997          1996
1995
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                  $ 1,127,270 $    762,738 $    499,934
 Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
   Provision for Loan Losses     177,500     211,500     115,000
   Depreciation                  238,292     222,441     192,275
   Amortization                    4,460       4,460       4,460
   Loss on Sale of Premises and
    Equipment                        143         -0-         -0-
   Deferred Income Tax (Benefit)  72,681     (33,140)    (35,009)
   Increase in Unearned Interest  92,637     434,666     122,456
   Increase (Decrease) in Unearned
    Loan Fees                     (9,225)     17,990      19,353
   Amortization of Net Premiums on
    Certificates of Deposit in Other
    Banks and Investment Securities12,874     17,302       8,074
    Federal  Home Loan Bank Stock Dividends    (15,900)     (13,700)
(11,900)
   (Gain) on Sales of Investment
    Securities                       -0-         -0-      (4,858)
   (Gain) on Sales of Foreclosed
    Real Estate                      -0-         -0-        (733)
   (Increase) in Accrued Interest
    Receivable                   (21,017)   (112,871)    (70,850)
   (Increase) Decrease in Prepaid
        Expenses    and    Other             (120,298)        16,035
(2,632)
   Increase in Accrued Interest
    Payable                        4,279      16,165      92,536
   Increase (Decrease) in Income Taxes
    Payable                     (138,558)    (23,232)    257,827
   Increase in Other Liabilities 216,994      21,868      81,236
    Total Adjustments            514,862     779,484     767,235
     Net Cash Provided by
      Operating Activities     1,642,132    1,542,222   1,267,169
CASH FLOWS FROM INVESTING ACTIVITIES
 Net Decrease in Certificates of
  Deposit  in Other Banks            -0-     100,000         -0-
 Investment Securities Available
  For Sale:
   Purchases                  (2,827,894) (7,705,466) (2,695,419)
   Principal Repayments on Mortgage-
    Backed Securities            388,432     478,085     459,437
   Maturities                  2,350,000   4,600,000   1,400,000
   Sales                             -0-         -0-     192,018
   Investment Securities Held to Maturity
   Purchases                         -0-        -0-   (2,248,750)
   Maturities                        -0-         -0-   1,750,000
   Increase in Loans          (2,757,242)(12,394,112) (7,431,029)
   Net Purchases of Premises
    and Equipment             (1,007,064)   (498,511)   (707,111)
  Proceeds from Sale of Premises
   and Equipment                     862          -0-         -0-
     Net Cash Used in Investing
      Activities              (3,852,906) (15,420,004) (9,280,854)
                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY
        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)




         For   the  Years  Ended  December  31,    1997         1996
1995
CASH FLOWS FROM FINANCING ACTIVITIES
 Increase in Deposits          6,700,546   7,348,063  14,554,437
 Repayment of Federal Home
  Loan Bank Advances              (2,170)      (2,000)     (1,843)
     Net Cash Provided by Financing
      Activities               6,698,376    7,346,063  14,552,594

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS          4,487,602  (6,531,719)  6,538,909

CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR             4,194,463   10,726,182   4,187,273

CASH AND CASH EQUIVALENTS,
 END OF YEAR                  $8,682,065  $  4,194,463 $10,726,182

Supplementary Disclosures of Cash
 Flow Information:
  Cash Paid During the Year for:
  Interest                    $3,029,659 $  2,910,684 $ 2,139,142
  Income Taxes                $  781,043 $    499,990 $    88,470

Supplementary Disclosures of Noncash
 Investing Activities:
  Sales of Foreclosed Real Estate by
  Origination of Mortgage Loans$      -0- $        -0- $    20,755
  Transfer of Investment Securities From
   Held to Maturity to Available For Sale
   Category                   $      -0- $        -0- $ 2,090,422
  Change in Unrealized Gain (Loss) on
   Investment Securities      $   56,125 $     35,797 $   288,069
  Change in Deferred Income Tax Associated
   With Unrealized Gain (Loss) on
   Investment Securities      $   21,328 $     13,601 $   109,464
  Change in Net Unrealized Gain (Loss)
   on Investment Securities   $   34,797 $     22,196 $   178,605
  Issuance of Common Stock Dividend:
   Par                        $      -0- $    211,880 $       -0-
   Capital in Excess of Par Value$      -0- $    847,520 $       -0-

   Reduction in Retained Earnings Due
    to Issuance of Common Stock$      -0- $  1,059,400 $       -0-









 The accompanying notes are an integral part of these financial
                           statements.
                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                December 31, 1997, 1996, and 1995




NOTE  1  -  NATURE  OF  OPERATIONS  AND  SUMMARY  OF  SIGNIFICANT
ACCOUNTING POLICIES

Nature  of  Operations - The Company's subsidiary, First  Central
Bank  (the  Bank),  provides a variety  of  banking  services  to
individuals  and  business through its five  branches  in  Lenoir
City, Loudon, Tellico Village, Farragut, and Kingston, Tennessee.
Its primary deposit products are demand deposits and certificates
of  deposit,  and  its  primary lending products  are  commercial
business, real estate mortgage, and installment loans.

Principles   of   Consolidation  -  The  consolidated   financial
statements  include  the  accounts of First  Central  Bancshares,
Inc.,  a  bank holding company, and its wholly owned  subsidiary,
First  Central Bank.  All significant intercompany  balances  and
transactions have been eliminated.

Estimates  - The preparation of consolidated financial statements
In  accordance  with  generally  accepted  accounting  principles
requires  management  to  make estimates and  assumptions.  Those
estimates  and  assumptions affect certain reported  amounts  and
disclosures.  Accordingly, actual results could vary  from  those
estimates.

Cash  and  Due  From  Banks - Cash and due  from  banks  includes
balances  in four correspondent commercial banks located  in  the
southeastern  United  States, approximately $24,000  ($23,000  in
1996)  on  deposit with the Nashville branch of  Federal  Reserve
Bank  of Atlanta, and approximately $17,000 ($18,000 in 1996)  on
deposit  with the Federal Home Loan Bank of Cincinnati.  Balances
in correspondent bank accounts in excess of FDIC insurance limits
are  approximately $102,000 as of December 31, 1997 ($102,000  in
1996).

Federal  Funds  Sold  - Federal funds sold consist  of  unsecured
loans  to  two  correspondent commercial  banks  located  in  the
southeastern United States. These loans are repaid  on  the  next
business day.

Investment Securities - The Bank applies the Financial Accounting
Standards  Board Statement of Financial Accounting Standards  No.
115, Accounting for Certain Investments in Debt Equity Securities
(SFAS  No. 115).  In accordance with SFAS No. 115, the  Bank  has
classified all of its investment securities in the available  for
sale  category.  These securities are carried at fair value based
on quoted market prices.  Any unrealized gain or loss is reported
in   the   consolidated  balance  sheets  as   a   component   of
shareholders' equity, net of any deferred tax effect.

Realized  gains and losses on the sales of investment  securities
are  based  on  the  net  proceeds  and  amortized  cost  of  the
securities sold, using the specific identification method.

See Note 2 for additional information on investment securities.

Recognition   of  Interest  on  Loans  -  Unearned  interest   on
installment loans is recognized as income over the terms  of  the
loans  using a declining balance method.  Interest on other loans
is  calculated using the simple interest method on the  principal
outstanding. 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 collection of interest is doubtful.

Allowance  for  Loan Losses - The allowance for  loan  losses  is
maintained  at  a  level  which,  in  management's  judgment,  is
adequate  to absorb credit losses inherent in the loan portfolio.
The  amount  of the allowance is based on management's evaluation
of the collectibility of the loan portfolio, including the nature
of  the  portfolio, credit concentrations, trends  in  historical
loss   experience,   specific  impaired   loans,   and   economic
conditions.    Allowances  for  impaired  loans   are   generally
determined  based  on collateral values or the present  value  of
estimated  cash flows.  Because of uncertainties associated  with
regional economic conditions, collateral values, and future  cash
flows   on  impaired  loans,  it  is  reasonably  possible   that
management's  estimate  of credit losses  inherent  in  the  loan
portfolio and the related allowance may change materially in  the
near  term.  The allowance is increased by a provision  for  loan
losses,  which is charged to expense and reduced by  charge-offs,
net  of recoveries. Changes in the allowance relating to impaired
loans are charged or credited to the provision for loan losses.

Loan  Fees  - Loan fees, net of initial direct costs  related  to
initiating  and closing loans, have been deferred and  are  being
amortized  into interest income over the remaining lives  of  the
loans as an adjustment of yield using the interest method.

Premises  and  Equipment - Premises and equipment are  stated  at
cost,   less  accumulated  depreciation.  Depreciation,  computed
principally  using  the straight-line method,  is  based  on  the
following estimated useful lives:

     Buildings and Land Improvements          15 to 40 years
     Leasehold Improvements                    7 to 31 years
     Furniture, Fixtures and Equipment         5 to  7 years


Organization  Costs - Organization costs incurred  in  the  share
exchange with the Holding Company totalled $22,305 and are  being
amortized over sixty months.

Earnings  Per Share - Earnings per share is based on the weighted
average  number  of shares outstanding of 466,755,  461,531,  and
424,379, as of December 31, 1997, 1996 and 1995, respectively.

Income  Taxes - Income taxes are provided for the tax effects  of
transactions  reported in the consolidated  financial  statements
and  consist  of taxes currently due plus deferred taxes  related
primarily  to differences between the basis of the allowance  for
loan  losses,  accumulated depreciation, and the conversion  from
the  accrual basis of accounting for financial reporting purposes
to  the cash basis of accounting for tax reporting.  The deferred
tax  assets  and  liabilities represent  the  future  tax  return
consequences of those differences which will either be taxable or
deductible  when  the  assets and liabilities  are  recovered  or
settled.

Advertising and Promotion - Advertising and promotion  costs  are
expensed as incurred.
NOTE 2 - INVESTMENT SECURITIES

The  Bank  applies SFAS No. 115 for its accounting for investment
securities.   The  amortized cost and  estimated  fair  value  of
investment  securities as of December 31, 1997 and  1996  are  as
follows:
                     Investment Securities Available for Sale
                                      Gross   Gross   Estimated
                         Amortized UnrealizedUnrealized Market
                             Cost       Gains    Losses     Value

As of December 31, 1997:
 Debt Securities:
  U.S. Treasury Securities
   and Obligations of U.S.
   Government Corporations
   and Agencies          $8,953,856   $16,205$(16,589)$ 8,953,472
  Obligations of States and
   Political Subdivisions   497,978     4,320     -0-    502,298
   Mortgage-Backed Securities  1,524,018  6,351  (8,229)  1,522,1
40
                         10,975,852    26,876 (24,818)10,977,910
 Equity Security:
  Stock in Federal Home Loan
    Bank of Cincinnati, at Cost    236,800    -0-     -0-     236
,800
                        $11,212,652   $26,876$(24,818)$11,214,710

As of December 31, 1996:
 Debt Securities:
  U.S. Treasury Securities and
   Obligations of U.S. Government
    Corporations and Agencies$ 8,978,541$15,212$(54,921)$ 8,938,8
32
   Mortgage-Backed Securities  1,930,923  1,949 (16,307)  1,916,5
65
                         10,909,464    17,161 (71,228)10,855,397
 Equity Security:
  Stock in Federal Home Loan
    Bank of Cincinnati, at Cost    210,700    -0-     -0-     210
,700
                        $11,120,164   $17,161$(71,228)$11,066,097

The  amortized cost and estimated market value of debt securities
as  of December 31, 1997 by contractual maturity are shown below.
Actual  maturities may differ from contractual maturities because
borrowers  may have the right to call or prepay obligations  with
or without call or prepayment penalties.

                                          Available for Sale
                                           Estimated
                                           Amortized    Market
                                              Cost       Value
Due in One Year or Less                    $   798,912$   799,939
Due After One Year Through Five Years        3,769,208 3,760,444
Due After Five Years Through Ten Years       6,407,732  6,417,527
 Total Debt Securities                     $10,975,852$10,977,910

For  purposes of the maturity table, mortgage-backed  securities,
which  are not due at a single maturity date, have been allocated
over  maturity  groupings based on their contractual  maturities.
The  mortgage-backed  securities may mature  earlier  than  their
contractual maturities because of principal prepayments.
There  were  no  sales  of  investment securities  classified  as
available  for sale during the year ended December  31,  1997  or
1996  ($192,018  in 1995). Accordingly, no gross gains  or  gross
losses were realized for the year ended December 31, 1997 or 1996
($4,858 and $-0- in 1995).

During  1995,  in accordance with the Guide to Implementation  of
Statement 115 on Accounting for Certain Investments in  Debt  and
Equity  Securities  issued by the Financial Accounting  Standards
Board  in  November  1995,  the Bank  transferred  U.S.  Treasury
Securities  and  Government Agency Securities with  an  amortized
cost  of  $2,090,422 to its available for sale  category.   These
securities had a net unrealized gain of approximately  $8,000  on
the date transferred.  There were no transfers between categories
in either 1997 or 1996.

Investments with carrying values of approximately $1,010,000  and
$1,433,000 were pledged to secure deposits of public funds as  of
December 31, 1997 and 1996, respectively.


NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES

The  Bank  provides  mortgage, commercial  and  consumer  lending
services  to businesses and individuals primarily in  the  Loudon
County area.  A summary of loans is as follows:

                                            1997        1996
Loans secured by real estate:
 Commercial properties                  $ 8,108,542 $15,745,306
 Construction and land development        8,271,983   7,780,866
 Residential and other properties        25,087,066  16,816,150
  Total loans secured by real estate     41,467,591  40,342,322
Commercial and industrial loans           5,230,760   5,499,775
Consumer loans                           12,389,226  10,719,368
Other loans                                 982,702     904,748
                                         60,070,279  57,466,213

Less:  Allowance for Loan Losses           (586,860)   (562,536)
       Unearned Interest                 (1,395,335) (1,302,698)
       Unearned Loan Fees                   (52,426)    (61,651)
                                        $58,035,658 $55,539,328

In the ordinary course of business, the Bank has entered into off-
balance-sheet financial instruments consisting of commitments  to
extend  credit, commercial letters of credit and standby  letters
of  credit.   These  financial instruments are  recorded  in  the
financial  statements  when  they  become  payable.   Outstanding
letters of credit were approximately $2,729,000 and $3,717,000 as
of  December 31, 1997 and 1996, respectively. Unadvanced lines of
credit  and  commitments  to  extend  credit  were  approximately
$15,935,000  and $15,865,000 as of December 31,  1997  and  1996,
respectively.   Of the total outstanding letters  of  credit  and
unadvanced  lines  and commitments as of December  31,  1997  and
1996,  approximately  $11,238,000 and $12,502,000,  respectively,
were secured, primarily by real estate.

From  time  to  time, the Bank provides credit to  its  executive
officers, directors and their affiliates.  Such transactions  are
made  on  the  same  terms  as  those prevailing  for  comparable
transactions with other borrowers and do not represent more  than
a normal risk of collection.
Loans  to executive officers, directors and their affiliates  are
as follows:

                                              December 31,
                                            1997        1996
Loans at beginning of year               $1,787,598  $1,811,884
 Disbursements                              623,068     279,077
 Repayments                                (932,182)   (303,363)
Loans at end of year                     $1,478,484  $1,787,598

The transactions in the allowance for loan losses are as follows:

                                 1997        1996         1995
Balance, Beginning of Year    $ 562,536   $ 434,068    $368,599
Provision - Charged to Expense  177,500     211,500     115,000
Recoveries of Loans Previously
 Charged Off                     55,329      39,007      22,300
Loans Charged Off              (208,505)   (122,039)    (71,831)
Balance, End of Year          $ 586,860   $ 562,536    $434,068


Loans  past  due ninety days or more and still accruing  interest
totalled approximately $39,000 as of December 31, 1997 ($4,000 in
1996).  There were no loans on which the accrual of interest  had
been discontinued as of December 31, 1997 and 1996.

As  of  December  31,  1997  and 1996,  the  Bank  had  no  loans
specifically  classified  as  impaired,  therefore  none  of  the
allowance for loan losses is related to impaired loans.


NOTE 4 - PREMISES AND EQUIPMENT

A summary of premises and equipment is as follows:

                                             1997        1996
Land                                      $1,122,798  $  757,798
Buildings                                  2,602,408   2,190,130
Furniture, Fixtures and Equipment          1,300,811   1,083,087
                                           5,026,017   4,031,015
Less Accumulated Depreciation                892,935     665,700
                                          $4,133,082  $3,365,315

In December 1997, the Bank completed construction of the Kingston
branch  with  a  total  cost  of  construction  of  approximately
$410,000.


NOTE 5 - ACCRUED INTEREST RECEIVABLE

A summary of accrued interest receivable is as follows:
                                              1997        1996
Investment securities                       $181,740    $169,560
Loans                                        312,853     304,016
                                            $494,593    $473,576
NOTE 6 - DEPOSITS

A summary of deposits is as follows:
                                             1997       1996
Demand Deposits:
 Noninterest-bearing accounts            $10,760,651 $ 9,498,960
 NOW and MMDA accounts                    22,350,989  16,915,879
 Savings accounts                          3,354,695   3,437,450
  Total Demand Deposits                   36,466,335  29,852,289

Term Deposits:
 Less than $100,000                       27,450,853  29,050,819
 $100,000 or more                         10,657,305   8,970,839
  Total Term Deposits                     38,108,158  38,021,658
                                         $74,574,493 $67,873,947

As  of  December  31,  1997,  the scheduled  maturities  of  term
deposits above are as follows:

     1998                                $23,535,239
     1999                                  7,306,770
     2000                                  6,047,301
     2001                                    861,657
     2002                                    240,191
     Thereafter                              117,000
                                         $38,108,158


NOTE 7 - ADVANCES FROM FEDERAL HOME LOAN BANK

During  1994, the Bank obtained an advance from the Federal  Home
Loan Bank of Cincinnati (FHLB).  The advance is repayable monthly
with  interest at the rate of 8.20% and has a maturity of fifteen
years.   Interest  expense associated with the advance  from  the
FHLB totalled $3,634 for the year ended December 31, 1997 ($3,804
in  1996  and $3,961 in 1995).  Pursuant to collateral agreements
with  the  FHLB, the advance is secured by the Bank's FHLB  stock
and certain first mortgage loans.



NOTE 8 - INTEREST EXPENSE

A summary of interest expense is as follows:

        1997                      1996       1995
Deposits:
 NOW and MMDA Accounts         $  928,161 $  433,730  $  329,165
 Savings Accounts                  72,545     87,643      86,544
 Term Deposits                  2,028,246  2,401,672   1,807,145
   Total Interest Expense on Deposits 3,028,952 2,923,045 2,222,8
54

Borrowings:
 Federal Funds Purchased            1,352        -0-       4,863
 FHLB Advances                      3,634      3,804       3,961
   Total Interest Expense on Borrowings     4,986     3,804     8
,824
   Total Interest Expense      $3,033,938 $2,926,849  $2,231,678
NOTE 9 - INCOME TAXES

Income  taxes as shown in the consolidated statements  of  income
differ  from  the  amount computed using  the  statutory  federal
income tax rate as follows:

            1997             1996             1995
                  Percent        Percent        Percent
                    of             of             of
                  Pretax         Pretax         Pretax
      Amount      Income  Amount  Income  Amount  Income
Federal income tax
 at statutory rate$626,428 34.0% $410,161 34.0% $275,815 34.0%
State income tax
 and other         88,738   4.8    33,457  2.8    35,473  4.4%
     $715,166      38.8% $443,618 36.8% $311,288 38.4%
Income taxes consist of:
 Current         $642,485        $476,758       $346,297
 Deferred (benefit)  72,681       (33,140)       (35,009)
     $715,166            $443,618       $311,288

The  net  deferred tax asset in the December 31,  1997  and  1996
consolidated balance sheets includes the following components:

       1997                                   1996
Deferred Tax Assets:
 Unrealized Holding Loss on Investment Securities$    -0-$ 20,546
 Provision for Loan Losses                   158,982     159,538
 Deferred Loan Fees                           19,901      23,403
 Other                                          -0-       61,926
  Total Deferred Tax Assets                  178,883     265,413

Deferred Tax Liabilities:
 Depreciation                                 67,994      70,456
 FHLB Stock Dividends                         20,954      14,918
 Conversion to Cash Basis                     32,194      42,812
 Unrealized Holding Gain on Investment Securities782         -0-
 Other                                        13,741         -0-
  Total Deferred Tax Liabilities             135,665     128,186
   Net Deferred Tax Assets                  $ 43,218    $137,227



NOTE 10 - RETIREMENT PLAN

The  Bank  has a profit sharing retirement plan which allows  for
discretionary contributions by the Bank as determined annually by
its  board  of  directors.  The plan also  allows  for  voluntary
(401k) contributions by employees up to fifteen percent of  their
compensation.  The Bank's contributions to the plan for the years
ended December 31, 1997, 1996 and 1995 are as follows:

                                401k
                              Matching  Profit Sharing    Total
    1997                       $6,522       $68,105      $74,627
    1996                        3,358        59,865       63,223
    1995                        2,260        51,585       53,845
NOTE 11 - REGULATORY MATTERS

The  Bank  is  subject to various regulatory capital requirements
administered by the federal and state banking agencies.   Failure
to   meet  minimum  capital  requirements  can  initiate  certain
mandatory,  and  possibly  additional discretionary,  actions  by
regulators  that,  if undertaken, could have  a  direct  material
effect   on  the  Bank's  financial  statements.   Under  capital
adequacy  guidelines  and  the regulatory  framework  for  prompt
corrective action, the Bank must meet specific capital guidelines
that   involve  quantitative  measures  of  the  Bank's   assets,
liabilities,  and certain off-balance-sheet items  as  calculated
under   regulatory  accounting  practices.   The  Bank's  capital
amounts  and  classification  are  also  subject  to  qualitative
judgments  by  the regulators about components, risk  weightings,
and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and  ratios
(set  forth  in the table below) of Total and Tier I capital  (as
defined in the regulations) to Risk-Weighted Assets (as defined),
and  of  Tier  I  capital  (as defined)  to  Average  Assets  (as
defined).  Management believes, as of December 31, 1997, that the
Bank  meets  all  capital adequacy requirements to  which  it  is
subject.

As  of  December  31,  1997,  the Bank  is  categorized  as  well
capitalized under the regulatory framework for prompt  corrective
action.   To  be categorized as well capitalized, the  Bank  must
maintain minimum total risk-based, Tier I risk-based and  Tier  I
leverage  ratios  as  set  forth in  the  table.   There  are  no
conditions  or  events since that date that  management  believes
have changed the institution's category.

The  Bank's actual capital amounts and ratios are also  presented
in the table. All amounts are in thousands of dollars.
                                                  To be Well
                                     To Comply With Capitalized U
nder
                                     Minimum CapitalPrompt Correc
tive
                         Actual        Requirements  Action Provi
sions
                    Amount   Ratio  Amount Ratio  Amount  Ratio
As of December 31, 1997:
Total Capital
 (to Risk-Weighted Assets)$8,05013.9%$4,641 >8.0% $5,801 >10.0%
Tier I Capital
 (to Risk-Weighted Assets)$7,46312.9%$2,320 >4.0% $3,481  >6.0%
Tier I Capital
 (to Average Assets) $7,463    9.5% $2,351  >3.0% $3,919  >5.0%

As of December 31, 1996:
Total Capital
 (to Risk-Weighted Assets)$6,89710.6%$5,224 >8.0% $6,530 >10.0%
Tier I Capital
 (to Risk-Weighted Assets)$6,3349.7%$2,612  >4.0% $3,918  >6.0%
Tier I Capital
 (to Average Assets) $6,334    8.4% $2,263  >3.0% $3,772  >5.0%


NOTE 12 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Financial Accounting Standards Board has issued Statement  of
Financial  Accounting Standards No. 107, Disclosures  About  Fair
Value of Financial Instruments (SFAS No. 107), which requires the
Company to disclose the fair value of financial instruments, both
assets  and  liabilities recognized and  not  recognized  in  the
consolidated statements of financial condition, for which  it  is
practicable to estimate fair value.
According  to SFAS No. 107, a financial instrument is defined  as
cash,  evidence  of  an ownership interest in  an  entity,  or  a
contract  that  both:   (1) imposes on one entity  a  contractual
obligation to deliver cash or another financial instrument  to  a
second  entity,  or  to exchange other financial  instruments  on
potentially  unfavorable terms with the second  entity,  and  (2)
conveys to that second entity a contractual right to receive cash
or  another  financial instrument from the first  entity,  or  to
exchange  other  financial instruments on  potentially  favorable
terms with the first entity.

SFAS  No.  107  also states that the fair value  of  a  financial
instrument  is  the  amount  at which  the  instrument  could  be
exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale.  Quoted market prices in an
active  market, if available, are the best evidence of  the  fair
value of financial instruments. For financial instruments that do
not trade regularly, management's best estimate of fair value  is
based on either the quoted market price of a financial instrument
with  similar characteristics or on valuation techniques such  as
the present value of estimated future cash flows using a discount
rate commensurate with the risks involved.

For the Bank, as for most financial institutions, the majority of
its  assets  and liabilities are considered financial instruments
as  defined above.  However, a large majority of those assets and
liabilities  do not have an active trading market nor  are  their
characteristics similar to other financial instruments for  which
an  active trading market exists.  In addition, it is the  Bank's
practice  and  intent  to  hold the  majority  of  its  financial
instruments  to  maturity and not to engage in trading  or  sales
activities.   Therefore, much of the information as well  as  the
amounts  disclosed below are highly subjective and judgmental  in
nature.  The subjective factors include estimates of cash  flows,
risks characteristics, credit quality, and interest rates, all of
which are subject to change.  Because the fair value is estimated
as  of  December  31, 1997, the amounts which  will  actually  be
realized  or  paid  upon settlement or maturity  of  the  various
financial instruments could be significantly different.

The  estimates  of  fair  value are based on  existing  financial
instruments   without  attempting  to  estimate  the   value   of
anticipated future business or activity nor the value  of  assets
and  liabilities  that are not considered financial  instruments.
For  example, the value of mortgage loan servicing rights and the
value  of  the  Bank's long-term relationships  with  depositors,
commonly  known  as  core  deposit  intangibles,  have  not  been
considered in the estimates of fair values presented  below.   In
addition,  the  tax  implications related to the  realization  of
unrealized gains and losses can have a significant effect on fair
value estimates and have not been included in the estimated  fair
values below.

The  following methods and assumptions were used to estimate  the
fair value of the following classes of financial instruments:

Cash  and  Cash  Equivalents - Cash and cash equivalents  include
cash  and  due  from  banks, and interest-bearing  deposits  with
banks.  For these short-term instruments, the recorded book value
is a reasonable estimate of fair value.

Investment  Securities  -  Quoted  market  prices  are  used   to
determine the estimated fair value of investment securities.

Net Loans - The estimated fair value of fixed rate mortgage loans
and  commercial  loans is calculated by discounting  future  cash
flows  to their present value.  Future cash flows, consisting  of
both  principal  and  interest  payments,  are  discounted  using
current Bank rates for similar loans with similar maturities.

The  estimated  fair value of variable rate loans  is  considered
equal to recorded book value.

Fixed  rate  installment loans have an average maturity  of  less
than three years, a relatively stable average interest rate,  and
a  variety of credit risks associated with them.  The fair  value
of  these loans is estimated by discounting future estimated cash
flows to their present value using current Bank rates for similar
loans with similar maturities.

The  estimated  fair value of the allowance for  loan  losses  is
considered  to be recorded book value.  Additionally, the  credit
exposure known to exist in the loan portfolio is embodied in  the
allowance for loan losses.

Deposits - The estimated fair value of demand, savings,  NOW  and
money  market  deposits is the amount payable on  demand  at  the
reporting date.  The fair value of fixed-maturity certificates of
deposit  is  estimated  using  the rates  currently  offered  for
deposits of similar maturities.

Advances  From  Federal Home Loan Bank - The advances  are  fixed
rate  and  fixed  maturity  liabilities.   Their  fair  value  is
estimated  using rates currently available to the Bank  for  debt
with similar terms and remaining maturities.

Off-Balance-Sheet  Loan  Commitments - The  fair  value  of  loan
commitments  is  based on fees currently charged  to  enter  into
similar  agreements, taking into account the remaining  terms  of
the   agreements   and  the  present  creditworthiness   of   the
counterparties.  For fixed rate loan commitments, fair value also
considers the difference between current levels of interest rates
and the committed rates.  The fair value of letters of credit  is
based on fees currently charged for similar agreements or on  the
estimated  cost  to  terminate  them  or  otherwise  settle   the
obligations with the counterparties at the reporting  date.   The
fair  value of these items is not material to the Company  as  of
December 31, 1997.

The recorded book value and estimated fair value of the Company's
financial instruments as of December 31 are as follows:


                                                             1997
                            1996
                                 Recorded  Estimated  Recorded  Estimated
                                   Book      Fair       Book    Fair
                                   Value      Value      Value      Value
FINANCIAL ASSETS:
  Cash and Cash Equivalents $ 8,682,065$ 8,682,065$ 4,194,463$ 4,
194,463
  Investment Securities$11,214,710$11,214,710$11,066,097$11,066,0
97
 Net Loans           $58,035,658$57,611,197$55,539,328$55,734,783

FINANCIAL LIABILITIES:
 Deposits            $74,574,493$74,686,410$67,873,947$67,888,206
 Advances From Federal
  Home Loan Bank     $    43,121$    46,893$    45,291$    48,779


NOTE 13 - SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

The  Bank's  primary business activity is with customers  located
within  East  Tennessee.  As of December  31,  1997,  the  Bank's
receivables  included two industry concentrations,  one  to  four
family   residential  properties  ($25,087,066)  and   commercial
properties  ($8,108,542).   These  concentrations  are  generally
mitigated   by  being  spread  over  several  hundred   unrelated
borrowers  and  by more than adequate collateral  loan  to  value
ratios.
NOTE 14 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION

Condensed financial information of First Central Bancshares, Inc.
(parent company only) is as follows:
                     CONDENSED BALANCE SHEET
                        December 31, 1997

Assets:
 Demand Balance With Subsidiary                     $    13,027
 Accounts Receivable - Subsidiary                         1,684
 Investment in Subsidiary                             7,464,026
 Organization Costs, Net                                  1,119
  Total Assets                                      $ 7,479,856

Shareholders' Equity:
 Common Stock - Par Value $5.00,
  Authorized 2,000,000 Shares; 466,755
  Shares Issued and Outstanding                     $ 2,333,775
 Capital in Excess of Par Value                       3,426,999
 Retained Earnings                                    1,719,082
  Total Shareholders' Equity                        $ 7,479,856

                  CONDENSED STATEMENT OF INCOME
                  Year Ended December 31, 1997
Expenses                                            $     2,765
Loss Before Equity in Undistributed
 Earnings of Subsidiary                                  (2,765)
Undistributed Earnings of Subsidiary                  1,130,035
  Net Income                                        $ 1,127,270

                CONDENSED STATEMENT OF CASH FLOWS
                  Year Ended December 31, 1997

Operating Activities:
 Net Income                                         $ 1,127,270
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Amortization                                           4,460
   Undistributed Earnings of Subsidiary              (1,130,035)
   Decrease in Accounts Receivable - Subsidiary             796
    Total Adjustments                                (1,124,779)
     Net Cash Provided by Operating Activities and
      Net Increase in Demand Balance With Subsidiary      2,491

Demand Balance With Subsidiary, Beginning of Year        10,536
Demand Balance With Subsidiary, End of Year         $    13,027


NOTE 15 - STOCK DIVIDENDS

During  1996,  the Holding Company's board of directors  approved
the  issuance of a ten percent stock dividend to shareholders  of
record  as  of January 1, 1996.  An additional 42,376  shares  of
common  stock were issued at $25 per share, and retained earnings
were  reduced  by  $1,059,400 as a result of the stock  dividend.
The  holding company did not declare a stock dividend  in  either
1997 or 1995.

FINANCIAL DATA SCHEDULES

                           SCHEDULE I
          AVERAGE BALANCES, INTEREST AND AVERAGE RATES
                         (IN THOUSANDS)

                          1997                    1996
                   Average        AverageAverage       Average
                   BalanceInterest Yield  BalanceInterest Yield
ASSETS
Federal Funds Sold$ 2,301   $  117 5.08%$ 4,362  $  231  5.30%
Investment Securities:
Available for Sale:
 Taxable           11,013      732 6.65% 11,233     729  6.49%
 Tax - Exempt          20        1 5.00%    -0-     -0-
Gross Loans,
 Including Fees    61,017    6,086 9.97%  52,057  5,063  9.73%
Total Interest
 Earning Assets    74,351   $6,936 9.33% 67,652  $6,023  8.90%

Cash and Due From Banks2,295              2,438
All Other Assets    4,249                 3,784
Less:
 Reserve for Loan Losses(592)              (497)
 Unearned Fees &
  Interest         (1,538)               (1,000)
                  $78,765               $72,377

LIABILITIES AND SHAREHOLDERS EQUITY
Interest Bearing Deposits:
 Time Deposits    $36,257   $2,028 5.59%$41,106  $2,402  5.84%
 Other Deposits    24,895    1,001 4.02% 15,655     521  3.33%
FHLB Advances`         44        4 9.09%     46       4  8.70%
Federal Funds Purchased     22      14.55%    -0-    -0- 0.00%
Total Interest
 Bearing Liabilities61,218  $3,034 4.96% 56,807  $2,927  5.15%
Non-Interest Bearing
 Deposits          10,151                 9,268
Total Cost of Funds                4.25%                 4.43%
All Other Liabilities 533                   458
Shareholders' Equity6,908                 5,932
Unrealized Gain (Loss)
 on Securities Available
 for Sale             (45)                  (88)
Total Liabilities &
 Shareholders' Equity$78,765            $72,377

Net Interest Yield                 4.37%                 3.75%

Net Interest Margin                5.25%                 4.58%

                          SCHEDULE II
                      RATE/VOLUME ANALYSIS
                         (IN THOUSANDS)






                        1997/1996                1996/1995
                 Increase (Decrease) dueIncrease (Decrease) due
                      change in                 change in
                   AverageAverage       AverageAverage
                   Balance Rate   Total Balance Rate   Total
INTEREST REVENUE

Federal Funds Sold $ (105) $  (9)$ (114)$   65   $(14)$   51
Securities Available
 for Sale             (14)    18      4    218    (24)   194
Loans, Including Fees   894   129  1,023  1,019    99  1,118
Total Interest Revenue  775  138    913  1,302     61  1,363

INTEREST EXPENSE

Interest Bearing
 Deposits             217   (111)   106    673     27    700
Other Short-Term
 Borrowings          (-0-)   -0-   (-0-)  (-0-)   -0-    -0-
Federal Funds Purchased     1   -0-       1    -0-   (5)    (5)
Total Interest Expense$  218  (111)   107 $  673   22    695

Net Change in Net
 Interest Revenue  $  557  $ 249 $  806 $  629   $ 39 $  668


                          SCHEDULE III
                   INTEREST RATE SENSITIVITY
                         (IN THOUSANDS)

                            December 31, 1997
                       0-3    4 MO     1 YR
                     MONTHS TO 1 YR  TO 5 YR   > 5 YR  TOTAL
ASSETS
Federal Funds Sold $  5,650 $    -0- $   -0- $   -0-  $ 5,650
Investments           6,414    2,612   1,687      502  11,215
Loans:
 Fixed Rate           1,775    4,334  14,878       45  21,032
 Floating Rate       18,717    3,597  16,710       14  39,038
Non-Interest Earning
 Assets, Unearned
 Assets & Loan Loss
 Reserve              5,855      -0-     -0-      -0-   5,855

Total Assets        $38,411 $ 10,543 $33,275   $  561 $82,790

LIABILITIES AND SHAREHOLDERS EQUITY
Interest-Bearing
 Deposits          $ 33,679 $ 15,661 $14,456   $   17 $63,813
Non-Interest
 Bearing Deposits    10,761      -0-     -0-      -0-  10,761
FHLB Advances           -0-      -0-     -0-       43      43
Non-Interest Bearing
 Liabilities and
 Shareholders'
 Equity               8,173      -0-     -0-       -0-  8,173

Total Liabilities
 & Shareholders
 Equity            $ 52,613 $ 15,661 $14,456   $   60 $82,790

Interest Rate
 Sensitivity Gap   $(14,202)$ (5,118)$18,819   $  501 $   -0-

Cumulative Interest
 Rate Sensitivity
 Gap               $(14,202)$(19,320)$  (501)  $  -0- $   -0-

                          SCHEDULE IV
                      NONPERFORMING ASSETS
                         (IN THOUSANDS)



                                            December 31,
                                           1997        1996
Non-Accrual Loan*                           $-0-         -0-
Loans Past Due > 90 Days                      39           4
Restructured Loans                           -0-         -0-

Total Non-Performing Assets                 $ 39        $  4



*The  Bank's policy is that no loans will be placed on non-accrual
status.   Any  loan  or asset that is considered uncollectible  is
charged-off and handled through the charge-off/collection process.

                           SCHEDULE V
                 ANALYSIS OF LOAN LOSS RESERVE
                         (IN THOUSANDS)



                                            December 31,
                                           1997        1996
Balance at Beginning of Period              $563        $434

Charge-Offs:
Commercial, Financial & Agricultural           2           8
Real Estate - Construction                   -0-           5
Real Estate - Mortgages                      -0-         -0-
Installment - Consumer                       207         109
Other                                        -0-         -0-

Total Charge-Offs                            209         122

Recoveries:
Commercial, Financial & Agricultural           1          13
Real Estate - Construction                   -0-         -0-
Real Estate - Mortgages                      -0-         -0-
Installment - Consumer                        54          26
Other                                        -0-         -0-

Total Recoveries                              55          39

Net Charge-Offs                              154          83

Provision for Loan Losses                    178         212

Balance at the End of the Period            $587        $563

Ratio of Net Charge-Offs to
 Average Loans Outstanding                $0.25%       0.16%

                          SCHEDULE VI
                ALLOCATION OF LOAN LOSS RESERVE
                         (IN THOUSANDS)



                                    December 31,
                              1997% of Total  1996% of Total
Commercial, Financial &
 Agricultural                 $ 87    15%     $ 64    11%
Real Estate - Construction     126    22%       78    14%
Real Estate - Mortgages        140    24%      169    30%
Installment - Consumer         150    26%      108    19%
Other                           83    14%      -0-     0%
Unallocated                    -0-     0%      144    26%
                              $586   100%     $563   100%
                           SCHEDULE VII
                     RETURN ON ASSETS & EQUITY
                          (IN THOUSANDS)





                                             1997      1996
Return on Average Assets                     1.49%     1.05%

Return on Average Equity                    16.99%    13.05%

Dividend Payout Ratio                        0.00%     0.00%

Average Equity to Average Assets             8.77%     8.07%



Item  8.    Changes  in  and  Disagreements  with  Accountants  on
Accounting and Financial Disclosure

There  have  been no disagreements with the Company's  independent
accountants  on  any  matter of accounting or financial  statement
disclosure.

PART III

Item 9.   Directors,  Executive  Officers, Promoters  and  Control
          Persons;  Compliance with Section 16(a) of the  Exchange
          Act

(a)  Directors and Executive Officers

The   information  appearing  under  the  caption   "Election   of
Directors" on pages 3 and 4 of the Proxy Statement relating to the
1997 Annual Meeting of the Stockholders is incorporated herein  by
reference.   The Proxy Statement is included with this  report  as
Exhibit 99.

Item 10.  Executive Compensation

The  information  appearing  under the  caption  "Compensation  of
Executive Officers and Directors" on page 5 of the Proxy Statement
is incorporated herein by reference.

Item  11.   Security  Ownership of Certain Beneficial  Owners  and
Management

The information appearing under the caption "Information Regarding
Certain  Beneficial  Owners" on page 2 of the Proxy  Statement  is
incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions

The information appearing under the caption "Certain Relationships
and  Related  Transactions" on page 6 of the  Proxy  Statement  is
incorporated herein by reference.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibit 27 - Selected Financial Data

EXHIBIT 27
SELECTED FINANCIAL DATA
(IN THOUSANDS)
December 31, 1997

Cash                                                      $ 3,032
Federal Funds Sold                                          5,650
Investments Available for Sale                             11,215
Loans, Net of Unearned Fees and Interest                   58,623
Allowance for Losses                                          587
Other Assets                                                4,857
Total Assets                                               82,790
Deposits                                                   74,574
Short-Term Borrowings                                          43
Other Liabilities                                             692
Common Stock                                                2,334
Other Stockholders' Equity                                  5,147
Total Liabilities & Stockholders' Equity                   82,790
Interest on Loans                                           5,902
Interest on Investments                                       740
Other Interest Income                                         124
Total Interest Income                                       6,766
Interest on Deposits                                        3,034
Total Interest Expense                                      3,034
Net Interest Income                                         3,732
Provision for Loan Losses                                     178
Securities Gain/Loss                                          -0-
Noninterest Income                                            761
Noninterest Expense                                         2,473
Income Before Tax                                           1,842
Income Taxes                                                  715
Net Income                                                  1,127
Earnings Per Share                                           2.42
Net Interest Yield - EA                                     4.37%
Loans - Non Accrual                                           -0-
Loans Past Due > 90 Days                                       39
Troubled Debt Restructuring                                   -0-
Potential Problem Loans                                       -0-
Allowance - Beginning                                         563
Total Charge-Offs                                             209
Total Recoveries                                               55
Allowance - End of Period                                     587
Loan Loss - Domestic                                          587
Loan Loss - Foreign                                           -0-
Loan Loss - Unallocated                                       -0-




(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.
FORM 1O-KSBA

SIGNATURES


In  accordance  with  the requirements of the  Exchange  Act,  the
registrant  caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.





FIRST CENTRAL BANCSHARES, INC.

Date:  3/30/98        By:  /s/ Ed F. Bell
                      Ed. F. Bell Chairman, President and Chief
                       Executive Officer


Date:  3/30/98        By:  /s/ Willard D. Price
                       Willard  D. Price Executive Vice  President
and
                      Chief Financial Officer


In  accordance with Section 13 or 15(d) of the Exchange Act,  this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:



_________________________________
____________________________________
Ed F. Bell, Chairman, President   Willard D. Price, Executive Vice
 and Chief Financial Officer       President and Chief Financial
 Director                          Officer, Director
Date:                                                      3/30/98
Date:           3/30/98



___________________________________
____________________________________
Jack Hammontree, Director         Barry H. Gorden, Director
Date:                             Date:



___________________________________
____________________________________
Robert D. Grimes, Director        Gary Kimsey, Director
Date:                             Date:



___________________________________
____________________________________
B.G. Bruce Martin, Director       Peter G. Stimpson, Director
Date:                             Date:



___________________________________
____________________________________
Benny L. Shubert, Director        Ted L. Wampler, Jr., Director
Date:                             Date:



___________________________________
____________________________________
Guilford F. Tyler, Jr., Director  James W. Wilburn, III, Director
Date:                             Date: