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, 1996
                                     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 $6,601,184.

At January 27, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Company was approximately $14,002,650.  Shares were
traded between individuals on that date at a reported price of $30 per share.

As of January 27, 1997, issuer had 466,755 shares of its $3.00 par value common
stock outstanding.
<PAGE>
                                   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, and one located in Farragut, Knox 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 Farragut office in Knox County opened in May of 1995 and has proven to be
a very successful addition to the Bank.  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 Roane County with the opening of a
full service branch in Kingston planned for 1997.

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.

The Riegel-Neal Interstate Banking and Branching Efficiency Act, which was
effective September 29, 1995, allows bank holding companies to acquire banks
in any state which will negate the reciprocal bank acquisition statutes
currently in place in Tennessee.  Under Riegel, banks will be allowed to branch
across state lines in June 1997.  States may opt out of interstate branching
by passing a statute by May 31, 1997, forbidding such activity.  Legislation
is to be proposed in Tennessee to permit interstate branching beginning June
1, 1997 and permit banks to control up to thirty (30%) percent of the deposit
base in Tennessee as opposed to the current sixteen and one-half (16.5%)
percent limitation.  The legislation would retain the five (5) year limitation
for acquisition.

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, 1996, the Bank employed 32 salaried persons and 9 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 office in Lenoir City, Loudon, Tellico
Village, Loudon County, Tennessee, and Farragut, Knox 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.

(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, and at Farragut, Tennessee.  The Bank
    holds 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,
    1996.  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, 1996.

                                   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 1996 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

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 or Plan of Operation

First Central Bancshares, inc., is a one-bank holding company which owns 100%
of the outstanding 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 1996. 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 1996 total assets increased 12.1% from
December 31, 1995. Federal Funds sold decreased significantly due to strong
loan growth and resulted in a net decrease of 82.8% at December 31, 1996 over
December 31, 1995. Investment securities increased 30.5% from December 31, 1995
as the market was conducive to longer term investment as opposed to the short
term federal funds.

Net loans increased 26.8% as the Bank continued to enjoy good loan demand. Real
estate loan demand remained strong, particularly in commercial properties.
Construction and land development loans increased by 26.2%. Commercial and
non-residential properties increased by 80.1%, with residential mortgage loans
and other properties decreasing by 2.0%. Consumer and other loans increased
26.8% and commercial loans increased by 32.7%.

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 29.6% and remains approximately 1% of net loans outstanding.
Nonperforming assets decreased by 69.2% from 1995. This resulted in
nonperforming loan ratios of .007% of total loans at 12/31/96 and .O3% at
12/31/95. Coverage of loan loss reserve to nonperforming assets was 140x and
33x respectively for '96 and '95. Total nonperforming assets to total assets
were .005 at 12/31/96 and .02% at 12/31/95. The non-performing ratios all
remain insignificant. Past dues of thirty (30) days or more but less than
ninety (90) days total .55% of total net loans. We continue to monitor loans
very closely and anticipate that past dues and losses will remain very low.

As noted earlier, net investment securities increased 30.5%. 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 10.2% its investment
in Federal Home Loan Bank of Cincinnati stock due to growth assets, real estate
loans and through stock dividends.

Net investment in premises and equipment increased 8.9% due primarily to a
complete renovation of the Loudon Office. Other assets increased 25.6% due to
an increase in accrued interest receivable and an increase in deferred income
tax.

Deposit increases of 12.1 % reflect continued steady growth with the Farragut
office continuing to be a major factor. Demand deposit growth increased 35.3%
as opposed to a decrease in time deposits of 1.1 %. Non-interest bearing demand
deposits increased 18.4% and interest bearing demand deposits increased 45.0%
The strong increase in these deposits reflects the offering 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 decrease in time deposits. Time
deposits under $100,000 decreased .05% while time deposits over $100,000
decreased by 4.5%. Other liabilities increased 2.0%

Liquidity, which is the company's ability to mobilize cash to meet operating
needs, was down from the prior year. This decrease resulted primarily from
reallocation of funds from federal funds sold and short term investments to
loans and investments as noted previously. The liquidity ratio at year end was
17.31%. 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 should the need for additional liquidity
arise again. The liquidity ratio has already been improved to 20%+. Cash and
due from accounts increased by 13.9%. Net unrealized losses on investments
increased 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 Subsidiary had an increase of 52.6% in net income for 1996 as
compared to an increase of 3.2% for 1995. The return on average assets (ROAA)
for the year was 1.05% versus .89% for 1995. The return on equity (ROE) was
12.90% versus 9.42% for 1995.

Net interest income increased by 27.5% while total interest income increased
by 29.3%. Interest income is composed of the following: loan income which
increased by 28.3%; investment securities income which increased by 36.4%, and
federal funds sold income which increased 28.3%. Interest expense increased by
31.2%. The components of interest expense include interest on NOW accounts and
money market accounts which increased 31.8% due to the previously mentioned new
money market product; savings accounts which increased 1.3%; and certificates
of deposits which increased 32.9%. This increase in interest expense reflects
the higher interest rates experienced during 1996, as well as the increase in
the growth of money market deposit accounts. This situation resulted in a net
interest margin of 4.58% versus a margin of 4.62% for 1995. This net interest
margin trend reflected the increase in rates on interest bearing liabilities
of 31.2% while the interest on earning assets increased 29.3%.

Non-interest income increased 15.5%. Service charge income is the largest
component of non-interest income and increased 25.8% as deposit accounts
continued to grow.

Non-interest expense increased 12.7% 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 18.7%
due to the addition of employees and normal salary increases. Data processing
increased 8.7% as a result of continued growth in deposits and loans. Occupancy
expense/F&E depreciation and maintenance expenses increased by 22.2% Salaries
and benefits, processing and fixed asset costs will continue to increase as
deposits grow and a new planned full service office is opened in 1997.

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.

Total capital was $5.6 million at December 31,1995. Total Tier I capital was
$6.0 million. Total capital at December 31,1996 was $6.3 million and Tier I
capital was $6.9 million. Risk based capital guidelines as defined by the
banking regulators require the Bank to maintain minimum total capital ratios
of 8 % to riskweighted assets, Tier I capital of 4%, and Tier I capital to
average assets of 3%. The Bank maintained total capital of 10.9% at 12-31-96
and 11.2% at 12-31-95. Tier I capital was 11.97 and 12.1 for 1996 and 1995
respectively. Tier I capital to average assets was 9.270 at 12-31-96 and 10.2%
at 12-31-95. The Bank exceeded 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 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 (TDFlI
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 costs for 1995 and 1996.

In March, 1995, the Financial Accounting Standards Board (FASB) issued SFAS
121, Accounting for the impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of. SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles be reviewed for Impairment. If the carrying
amount of the asset exceeds its fair value, an impairment loss shall be
recognized. This Statement was adopted by the Bank on January 1, 1996 and had
no impact on the consolidated financial statements.

In May, 1995, the FASB issued SFAS No. 122, Accounting for Mortgage Servicing
Rights. SFAS No. 122 amends SFAS No. 65 to eliminate the accounting distinction
between rights to service mortgage loans for others that are acquired through
loan origination activities and those acquired through purchased transactions.
A mortgage banking enterprise that acquires mortgage servicing rights through
either the purchase or origination of mortgage loans and sells or securitizes
those loans with servicing rights retained should allocate the total cost of
the mortgage loans to the mortgage servicing rights and the loans based on
their relative fair values.  The statement also requires that the capitalized
mortgage servicing rights be evaluated for impairment based on the fair value
of those rights., This statement was adopted by the Bank on January 1, 1996 and
had no impact on the consolidated financial statements.

In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. This statement encourages entities to adopt a fair value based
method of accounting for employee stock compensation plans, whereby
compensation cost is measured at the grant date based on the value of the award
and is recognized over the service period, which is usually the vesting period.
However, it also allows an entity to continue to measure compensation cost of
those plans using the intrinsic value based method of accounting prescribed by
the APB Opinion No. 25, Accounting for Stock issued to Employees, whereby
compensation cost is the excess, if any, of the quoted market price of the
stock at the grant date (or other measurement date) over the amount an employee
must pay to acquire this stock.  Entities electing to remain with the
accounting in Opinion No. 25 must make pro forma disclosures of net income and
earnings per share, as if the fair value based method of accounting had been
applied. Neither the Company nor the Bank currently has an employee stock
compensation plan, therefore, the Statement had no impact on the consolidated
financial statements.

In June, 1996, the FASB issued SFAS 125, Accounting for Transfers and Services
of Financial Assets and Extinguishments of Liabilities. In December, 1996, the
FASB subsequently issued SFAS 127, Deferral of the Effective Date of Certain
Provisions of FASB No. 125 as an amendment of FASB statement No. 125. The
adoption of these FASB's are not expected to materially impact the consolidated
financial statements.

[This report was prepared by Willard D. Price, Executive Vice President and
Chief Financial Officer.]


<PAGE>



























Item 7. Consolidated Financial Statements and Financial Data Schedules
<PAGE>
FIRST CENTRAL BANCSHARES, INC.
AND SUBSIDIARY

Lenoir City, Tennessee

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1996, 1995, and 1994

<PAGE>
FIRST CENTRAL BANCSHARES, INC.
AND SUBSIDIARY

                              TABLE OF CONTENTS






                                                                         PAGE
INDEPENDENT AUDITOR'S REPORT. . . . . . . . . . . . . . . . . . . . . . . .12

CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . . . .13

CONSOLIDATED STATEMENTS OF INCOME . . . . . . . . . . . . . . . . . . . . .14

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY. . . . . . . . .15

CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . 16-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. . . . . . . . . . . . . . . 18-29



<PAGE>
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, 1996 and 1995, and the
related consolidated statements of income, changes in shareholders' equity, and
cash flows for the years ended December 31, 1996, 1995, and 1994.  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, 1996 and 1995 and the
results of their operations and their cash flows for the years ended
December 31, 1996, 1995 and 1994, in conformity with generally accepted
accounting principles.





                                                Certified Public Accountants 
                                                February 14, 1997

<PAGE>
                       FIRST CENTRAL BANCSHARES, INC.
                               AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS



                             As of December 31,      1996          1995     
                                   ASSETS
Cash and Due From Banks                          $  2,764,463  $  2,426,182 
Federal Funds Sold                                  1,430,000     8,300,000 
  Total Cash and Cash Equivalents                   4,194,463    10,726,182 

Certificates of Deposit in Other Banks                    -0-       100,000 
Investments:
 Securities Available For Sale                     11,066,097     8,478,115 
 Loans, Net                                        55,539,328    43,809,372 
 Premises and Equipment, Net                        3,365,315     3,089,245 
 Accrued Interest Receivable                          473,576       360,705 
 Prepaid Expenses and Other                            70,969        91,464 
 Deferred Income Tax Benefit                          137,227        90,486 

TOTAL ASSETS                                      $74,846,975   $66,745,569 

                           LIABILITIES AND EQUITY
LIABILITIES
Deposits:
 Demand                                           $29,852,289   $22,062,700 
 Term                                              38,021,658    38,463,184 
  Total Deposits                                   67,873,947    60,525,884 

Advances From Federal Home Loan Bank                   45,291        47,291 
Accrued Interest Payable                              330,963       314,798 
Accrued Income Taxes                                  148,057       171,289 
Other                                                 129,652       107,784 
  Total Liabilities                                68,527,910    61,167,046 

SHAREHOLDERS' EQUITY
 Common Stock - Par Value $5.00, Authorized 2,000,000
  Shares; Issued and Outstanding 466,755 Shares
  (424,379 Shares in 1995)                          2,333,775     2,121,895 
 Capital in Excess of Par Value                     3,426,999     2,579,479 
 Retained Earnings                                    591,812       888,474 
 Shareholders' Equity Before Net Unrealized Loss
  on Investment Securities                          6,352,586     5,589,848 
 Net Unrealized Loss on Investment Securities         (33,521)      (11,325)
  Total Shareholders' Equity                        6,319,065     5,578,523 

TOTAL LIABILITIES AND EQUITY                      $74,846,975   $66,745,569 









 The accompanying notes are an integral part of these financial statements.
 <PAGE>
FIRST CENTRAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME





      For the Years Ended December 31,     1996         1995         1994    

INTEREST INCOME
Loans                                    $5,062,850  $3,945,231   $3,041,936 
Investment Securities and Certificates 
 of Deposit in Other Banks                 729,119      534,512      442,075 
Federal Funds Sold                         230,768      179,837       46,859 
 Total Interest Income                   6,022,737     4,659,580   3,530,870 

INTEREST EXPENSE                         2,926,849    2,231,678    1,421,669 

NET INTEREST INCOME                      3,095,888    2,427,902    2,109,201 

PROVISION FOR LOAN LOSSES                  211,500      115,000      113,000 

NET INTEREST INCOME AFTER PROVISION 
 FOR LOAN LOSSES                         2,884,388    2,312,902    1,996,201 

NONINTEREST INCOME
 Service Charges on Demand Deposits        384,746      305,767      264,726 
 Loan Fees and Other Service Charges       176,494      176,427      156,252 
 Gain on Sales of Investment Securities        -0-        4,858          797 
 Other                                      17,207       13,589        9,070 
  Total Noninterest Income                 578,447      500,641      430,845 

NONINTEREST EXPENSE
 Salaries and Employee Benefits          1,142,994      963,218      755,467 
 Occupancy Expense                         226,885      192,803      155,394 
 Data Processing Fees                      197,935      182,031      152,470 
 Furniture and Equipment Depreciation 
   and Maintenance                         234,558      184,744      112,525 
 Federal Insurance Premiums                 14,536       64,718       98,872 
 Advertising and Promotion                  82,138      102,609       65,012 
 Office Supplies and Postage                94,435       94,352       84,569 
 Other                                     262,998      217,846      225,498 
  Total Noninterest Expense              2,256,479    2,002,321    1,649,807 

INCOME BEFORE INCOME TAXES               1,206,356      811,222      777,239 

INCOME TAXES                               443,618      311,288      292,885 

NET INCOME                              $  762,738   $  499,934   $  484,354 

EARNINGS PER SHARE AMOUNTS              $     1.65   $     1.18   $     1.15 






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

         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

            For The Years Ended December 31, 1996, 1995, and 1994

                                                       Net    
                                                    Unrealized              
                            Capital in                Loss on     Total     
                  Common    Excess of    Retained   Investment Shareholders'
                  Stock     Par Value    Earnings   Securities    Equity    
BALANCES, 
JANUARY 1, 
1994           $1,929,095  $2,280,639  $   395,826  $     -0-    $4,605,560 
Net Effect of 
 Converting to
 SFAS No. 115 
 on January 1, 
 1994                 -0-         -0-          -0-     (7,361)       (7,361)
Stock Dividend 
 of 38,560
 Shares of 
 Common Stock     192,800     298,840     (491,640)       -0-           -0- 
Change in Net 
 Unrealized Loss
 on Investment 
 Securities           -0-         -0-          -0-   (182,569)     (182,569)
Net Income            -0-         -0-      484,354        -0-       484,354 
BALANCES, 
DECEMBER 31, 
1994            2,121,895   2,579,479      388,540   (189,930)    4,899,984 

Change in Net 
 Unrealized Loss
 on Investment 
 Securities           -0-         -0-          -0-      178,60    5 178,605 
Net Income            -0-         -0-      499,934         -0-      499,934 
BALANCES, 
DECEMBER 31, 
1995            2,121,895   2,579,479      888,474    (11,325)    5,578,523 

Change in Net 
 Unrealized 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, 
1996           $2,333,775  $3,426,999  $   591,812  $ (33,521)   $6,319,065 




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

    CONSOLIDATED STATEMENTS OF CASH FLOWS


     For the Years Ended December 31,     1996          1995         1994    

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                           $    762,738  $   499,934  $   484,354 
 Adjustments to Reconcile Net Income  
  to Net Cash Provided by Operating 
  Activities:
   Provision for Loan Losses               211,500      115,000      113,000 
   Depreciation                            222,441      192,275      122,480 
   Amortization                              4,460        4,460        4,460 
   Deferred Income Tax (Benefit)           (33,140)     (35,009)     107,526 
   Increase in Unearned Interest           434,666      122,456      109,607 
   Increase in Unearned Loan Fees           17,990       19,353        1,147 
   Amortization of Net Premiums on 
    Certificates of Deposit in Other 
    Banks and Investment Securities         17,302        8,074       43,677 
   Federal Home Loan Bank Stock Dividends  (13,700)     (11,900)     (10,400)
   (Gain) on Sales of Investment Securities    -0-       (4,858)        (797)
   (Gain) on Sales of Foreclosed Real Estate   -0-         (733)         -0- 
   (Increase) in Accrued Interest 
    Receivable                            (112,871)     (70,850)     (68,174)
   (Increase) Decrease in Prepaid Expenses
    and Other                               16,035       (2,632)     (11,370)
   Increase (Decrease) in Accrued Interest
   Payable                                  16,165       92,536     (114,145)
   Increase (Decrease) in Income Taxes 
    Payable                                (23,232)     257,827     (328,027)
   Increase in Other Liabilities            21,868       81,236        2,450 
    Total Adjustments                      779,484      767,235      (28,566)
     Net Cash Provided by Operating 
      Activities                         1,542,222    1,267,169      455,788 

CASH FLOWS FROM INVESTING ACTIVITIES
 Net Decrease in Certificates of 
  Deposit in Other Banks                   100,000          -0-      570,000 
 Investment Securities Available For Sale:
  Purchases                             (7,705,466)  (2,695,419)  (1,965,487)
  Principal Repayments on Mortgage-
   Backed Securities                       478,085      459,437      558,253 
  Maturities                             4,600,000    1,400,000      250,000 
  Sales                                        -0-      192,018      401,285 
  Investment Securities Held to Maturity
  Purchases                                    -0-   (2,248,750)  (1,073,672)
  Maturities                                   -0-    1,750,000      250,000 
  Increase in Loans                    (12,394,112)  (7,431,029)  (5,624,057)
  Net Purchases of Premises and 
   Equipment                              (498,511)    (707,111)    (651,327)
     Net Cash Used in Investing 
      Activities                       (15,420,004)  (9,280,854)  (7,285,005)



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

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)





     For the Years Ended December 31,     1996          1995         1994    

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Deposits                     7,348,063   14,554,437    6,982,155 
Advances From Federal Home Loan Bank           -0-          -0-       50,000 
Repayment of Federal Home Loan Bank 
 Advances                                   (2,000)      (1,843)        (866)
     Net Cash Provided by Financing 
      Activities                         7,346,063   14,552,594    7,031,289 

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                       (6,531,719)   6,538,909      202,072 

CASH AND CASH EQUIVALENTS, 
 BEGINNING OF YEAR                      10,726,182    4,187,273    3,985,201 

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

Supplementary Disclosures of Cash Flow 
 Information:
  Cash Paid During the Year for:
  Interest                            $  2,910,684  $ 2,139,142  $ 1,535,814 
  Income Taxes                        $    499,990  $    88,470  $   531,143 

Supplementary Disclosures of Noncash 
 Investing Activities:
  Acquisition of Foreclosed Real 
   Estate                             $        -0-  $       -0-  $    22,022 
  Sales of Foreclosed Real Estate by
   Origination of Mortgage Loans      $        -0-  $    20,755  $       -0- 
  Transfer of Investment Securities 
   From Held to Maturity to Available 
   For Sale Category                  $        -0-  $ 2,090,422  $       -0- 
  Change in Unrealized Loss on 
   Investment Securities              $     35,797  $   288,069  $   306,339 
  Change in Deferred Income Tax 
   Associated With Unrealized Loss 
   on Investment Securities           $     13,601  $   109,464  $   116,409 
  Change in Net Unrealized Loss 
   on Investment Securities           $     22,196  $   178,605  $   189,930 
  Issuance of Common Stock Dividend:
   Par                                $    211,880  $       -0-  $   192,800 
   Capital in Excess of Par Value     $    847,520  $       -0-  $   298,840 
   Reduction in Retained Earnings 
    Due to Issuance of Common Stock   $  1,059,400  $       -0-  $   491,640 



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1996, 1995, and 1994



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
four branches in Lenoir City, Loudon, Tellico Village, and Farragut, 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 - Management uses estimates and assumptions in preparing consolidated
financial statements.  Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.

Cash and Due From Banks - Cash and due from banks includes balances in four
correspondent commercial banks located in the southeastern United States,
approximately $23,000 ($368,000 in 1995) on deposit with the Nashville branch
of Federal Reserve Bank of Atlanta, and approximately $18,000 ($16,000 in 1995)
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, 1996 ($218,000 in 1995).

Federal Funds Sold - Federal funds sold consist of unsecured loans to three
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 Improvements15 to 40 years
      Leasehold Improvements7 to 31 years
      Furniture, Fixtures and Equipment5 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 461,531, 424,379,  and 422,266, as of December 31,
1996, 1995 and 1994, 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, 1996 and 1995 are as follows:
                                   Investment Securities Available for Sale  
                                              Gross      Gross      Estimated
                                 Amortized  Unrealized Unrealized    Market  
                                    Cost      Gains      Losses      Value   
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) $ 8,938,832
  Mortgage-Backed Securities      1,930,923      1,949   (16,307)   1,916,565
                                 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

                                   Investment Securities Available for Sale  
                                              Gross      Gross      Estimated
                                 Amortized  Unrealized Unrealized    Market  
                                    Cost      Gains      Losses      Value   
As of December 31, 1995:
 Debt Securities:
  U.S. Treasury Securities and                        
   Obligations of U.S. Government                                            
                                                      
   Corporations and Agencies     $6,136,410   $20,223   $(16,592) $ 6,140,041
  Mortgage-Backed Securities      2,171,274     4,256    (26,156)   2,149,374
                                  8,307,684    24,479    (42,748)   8,289,415
 Equity Security:
  Stock in Federal Home Loan
   Bank of Cincinnati, at Cost      188,700       -0-        -0-      188,700
                                 $8,496,384   $24,479   $(42,748) $ 8,478,115

The amortized cost and estimated market value of debt securities as of December
31, 1996 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                            $   518,606    $   515,785
Due After One Year Through Five Years                5,252,065      5,229,573
Due After Five Years Through Ten Years               5,138,793      5,110,039
 Total Debt Securities                             $10,909,464    $10,855,397

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, 1996 ($192,018 in 1995 and $401,285 in
1994).  Accordingly, no gross gains or gross losses were realized for the year
ended December 31, 1996 ($4,858 and $-0- in 1995, $797 and $-0- in 1994).  

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 during 1996 or 1994.

Investments with carrying values of approximately $1,433,000 and $965,000 were
pledged to secure deposits of public funds as of December 31, 1996 and 1995,
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: 

                                                       1996          1995    
Loans secured by real estate:                                                
 Commercial properties                             $15,745,306   $ 8,742,093 
 Construction and land development                   7,780,866     6,163,375 
 Residential and other properties                   16,816,150    17,154,041 
  Total loans secured by real estate                40,342,322    32,059,509 
Commercial and industrial loans                      5,499,775     3,927,762 
Consumer loans                                      10,719,368     8,077,898 
Other loans                                            904,748     1,090,259 
                                                    57,466,213    45,155,428 

Less:  Allowance for Loan Losses                      (562,536)     (434,068)
       Unearned Interest                            (1,302,698)     (868,032)
       Unearned Loan Fees                              (61,651)      (43,956)
                                                   $55,539,328   $43,809,372 

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 $3,717,000 and $1,774,000 as of
December 31, 1996 and 1995, respectively.  Unadvanced lines of credit and
commitments to extend credit were approximately $15,865,000 and $9,862,000 as
of December 31, 1996 and 1995, respectively.  Of the total outstanding letters
of credit and unadvanced lines and commitments as of December 31, 1996 and
1995, approximately $12,502,000 and $10,203,000, 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,      
                                                       1996          1995    
Loans at beginning of year                          $1,986,885    $1,901,887 
 Disbursements                                         279,077       990,473 
 Repayments                                           (352,763)     (905,475)
Loans at end of year                                $1,913,199    $1,986,885 
                                                               
The transactions in the allowance for loan losses are as follows:

                                               1996        1995      1994   
Balance, Beginning of Period                $ 434,068   $368,599   $312,143 
Provision - Charged to Expense                211,500    115,000    113,000 
Recoveries of Loans Previously Charged Off     39,007     22,300      5,898 
Loans Charged Off                            (122,039)   (71,831)   (62,442)
Balance, End of Period                      $ 562,536   $434,068   $368,599 

Loans past due ninety days or more and still accruing interest totalled
approximately $4,000 as of December 31, 1996 ($14,000 in 1995).  There were no
loans on which the accrual of interest had been discontinued as of December 31,
1996 and 1995.

As of December 31, 1996 and 1995, 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:
                                                        1996          1995   
Land                                                 $  757,798    $  757,798
Buildings                                             2,190,130     1,816,244
Furniture, Fixtures and Equipment                     1,083,087       958,462
                                                      4,031,015     3,532,504
Less Accumulated Depreciation                           665,700       443,259
                                                     $3,365,315    $3,089,245

In May 1995, the Bank completed construction of the Farragut branch with a
total cost of construction of approximately $508,000.

NOTE 5 - ACCRUED INTEREST RECEIVABLE

A summary of accrued interest receivable is as follows:
                                                         1996          1995  
Certificates of deposit in other banks                 $    -0-      $  3,035
Investment securities                                   169,560       120,951
Loans                                                   304,016       236,719
                                                       $473,576      $360,705

NOTE 6 - DEPOSITS

A summary of deposits is as follows:         
                                                       1996          1995    
Demand Deposits:                                                             
 Noninterest-bearing accounts                       $ 9,498,960   $ 8,023,158
 NOW and MMDA accounts                               16,915,879    10,443,103
 Savings accounts                                     3,437,450     3,596,439
  Total Demand Deposits                              29,852,289    22,062,700
                                                                             
Term Deposits:                                                               
 Less than $100,000                                  29,050,819    29,066,025
 $100,000 or more                                     8,970,839     9,397,159
  Total Term Deposits                                38,021,658    38,463,184
                                                    $67,873,947   $60,525,884

As of December 31, 1996, the scheduled maturities of term deposits above are
as follows:

      1997                                                $29,522,608
      1998                                                  6,353,932
      1999                                                  2,045,118
      2000                                                    100,000
                                                          $38,021,658

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 $3,804 for the year ended December 31, 1996
($3,961 in 1995 and $2,256 in 1994).  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:

                                              1996        1995        1994   
Deposits:
 NOW and MMDA Accounts                     $  433,730  $  329,165  $  261,013
 Savings Accounts                              87,643      86,544      94,886
 Term Deposits                              2,401,672   1,807,145   1,063,384
  Total Interest Expense on Deposits        2,923,045   2,222,854   1,419,283
                                                                             
Borrowings:                                                                  
 Federal Funds Purchased                          -0-       4,863         130
 FHLB Advances                                  3,804       3,961       2,256
  Total Interest Expense on Borrowings          3,804       8,824       2,386
   Total Interest Expense                  $2,926,849  $2,231,678  $1,421,669

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:
                                                                     
                               1996              1995             1994       
                                   Percent           Percent          Percent
                                     of                of               of   
                                   Pretax            Pretax           Pretax 
                          Amount   Income    Amount  Income   Amount  Income 
Federal income tax at 
 statutory rate          $410,161   34.0%  $275,815   34.0%  $264,261  34.0% 
State income tax 
 and other                 33,457    2.8     35,473    4.4%    28,624   3.7  
                         $443,618   36.8%  $311,288   38.4%  $292,885  37.7% 
Income taxes consist of:
 Current                 $476,758          $346,297          $185,359        
 Deferred (benefit)       (33,140)          (35,009)          107,526        
                         $443,618          $311,288          $292,885        

The net deferred tax asset in the December 31, 1996 and 1995 consolidated
balance sheets includes the following components:

                                                         1996          1995  
Deferred Tax Assets:
 Unrealized Holding Loss on Investment Securities      $ 20,546      $  6,945
 Provision for Loan Losses                              159,538       122,712
 Conversion to Cash Basis                                   -0-         2,368
 Deferred Loan Fees                                      23,403        16,574
 Organizational and Start-up Costs                          -0-         6,863
 Other                                                   47,008           -0-
  Total Deferred Tax Assets                             250,495       155,462
                                                                             
Deferred Tax Liabilities:                                                    
 Depreciation                                            70,456        50,871
 Conversion to Cash Basis                                42,812           -0-
 Other                                                      -0-        14,105
  Total Deferred Tax Liabilities                        113,268        64,976
   Net Deferred Tax Assets                             $137,227      $ 90,486


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, 1996, 1995 and 1994 are as follows:
                                                                   
                                             401k                           
                                           Matching  Profit Sharing   Total 
     1996                                   $3,358       $59,865     $63,223
     1995                                    2,260        51,585      53,845
     1994                                    7,415        37,615      45,030

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, 1996, that the
Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 1996, 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 Under
                                           Minimum Capital Prompt Corrective
                              Actual        Requirements   Action Provisions
                          Amount   Ratio  Amount    Ratio  Amount     Ratio 
As of December 31, 1996:
Total Capital
 (to Risk-Weighted Assets) $6,334   10.9% $4,650     >8.0% $5,812     >10.0%
Tier I Capital
 (to Risk-Weighted Assets) $6,897   11.9% $2,325     >4.0% $3,487      >6.0%
Tier I Capital
 (to Average Assets)       $6,897    9.2% $2,249     >3.0% $2,906      >5.0%

As of December 31, 1995:
Total Capital
 (to Risk-Weighted Assets) $5,567   11.2% $3,954     >8.0% $4,943     >10.0%
Tier I Capital
 (to Risk-Weighted Assets) $6,001   12.1% $1,976     >4.0% $2,964      >6.0%
Tier I Capital
 (to Average Assets)       $6,001   10.2% $1,765     >3.0% $2,942      >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,
1995, 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.

Certificates of Deposit in Other 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, 1996.

The recorded book value and estimated fair value of the Company's financial
instruments as of December 31, 1996 are as follows: 

                                        1996                    1995         
                                Recorded   Estimated    Recorded   Estimated 
 
                                 Book        Fair        Book        Fair    
 
                                 Value       Value       Value       Value   
 
FINANCIAL ASSETS:
 Cash and Cash Equivalents    $ 4,194,463 $ 4,194,463 $10,726,182 $10,726,182
 Certificates of Deposit 
  in Other Banks              $       -0- $       -0- $   100,000 $   100,000
 Investment Securities        $11,066,097 $11,066,097 $ 8,478,115 $ 8,478,115
 Net Loans                    $55,539,328 $55,734,783 $43,809,372 $43,588,270
 

FINANCIAL LIABILITIES:
 Deposits                     $67,873,947 $67,888,206 $60,525,884 $60,742,845
 
 Advances From Federal 
  Home Loan Bank              $    45,291 $    48,779 $    47,291 $    51,620


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, 1996, the Bank's receivables included two
industry concentrations, one to four family residential properties
($16,816,150) and commercial properties ($15,745,306).  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, 1996

Assets:
 Demand Balance With Subsidiary                                    $   10,536
 Accounts Receivable - Subsidiary                                       2,491
 Investment in Subsidiary                                           6,333,981
 Organization Costs, Net                                                5,578
  Total Assets                                                     $6,352,586

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                                                    591,812
  Total Shareholders' Equity                                       $6,352,586

                        CONDENSED STATEMENT OF INCOME
                        Year Ended December 31, 1996
Expenses                                                           $   4,065 
Loss Before Equity in Undistributed
 Earnings of Subsidiary                                               (4,065)
Undistributed Earnings of Subsidiary                                 766,803 
Net Income                                                          $762,738 

                      CONDENSED STATEMENT OF CASH FLOWS
                        Year Ended December 31, 1996

Operating Activities:
 Net Income                                                        $ 762,738 
 Adjustments to Reconcile Net Income to 
  Net Cash Provided by Operating Activities:
   Amortization                                                        4,461 
   Undistributed Earnings of Subsidiary                             (766,803)
   Increase in Accounts Receivable - Subsidiary                          775 
    Total Adjustments                                               (761,567)
     Net Cash Provided by Operating Activities and
      Net Increase in Demand Balance With Subsidiary                   1,171 

Demand Balance With Subsidiary, Beginning of Year                      9,365 
Demand Balance With Subsidiary, End of Year                        $  10,536 


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 1995, but did declare
a ten percent stock dividend of 38,560 shares in 1994. <PAGE>



























                          FINANCIAL DATA SCHEDULES<PAGE>
                                 SCHEDULE I
                AVERAGE BALANCES, INTEREST AND AVERAGE RATES
                               (IN THOUSANDS)



                                   1996                     1995           
                         Average          Average  Average          Average
                         Balance Interest  Yield   Balance Interest  Yield 
ASSETS
Federal Funds Sold      $ 4,362    $  231   5.30% $ 3,131    $  180   5.75%
Investment Securities:
Available for Sale:
 Taxable                 11,233       729   5.49%   7,868       535   6.80%
 Tax - Exempt               -0-       -0-             -0-       -0-
Gross Loans, 
 Including Fees          52,057     5,063   9.73%  41,577     3,945   9.49%
Total Interest
 Earning Assets          67,652    $6,023   8.90   52,576    $4,660   8.86%
 
Cash and Due From Banks   2,438                     2,173 
All Other Assets          3,784                     3,435 
Less:
 Reserve for Loan Losses   (497)                     (434)
 Unearned Fees & 
  Interest               (1,000)                     (835)
                        $72,377                   $56,915 


LIABILITIES AND SHAREHOLDERS EQUITY
Interest Bearing Deposits:
 Time Deposits          $41,106    $2,402   5.84% $31,237    $1,807   5.78%
 Other Deposits          15,655       521   3.33%  12,455       416   3.34%
FHLB Advances`               46         4   8.70%      48         4   8.33%
Federal Funds Purchased     -0-       -0-   0.00%      78         5   6.41%
Total Interest
 Bearing Liabilities     56,807    $2,927   5.15%  43,818    $2,232   5.09%
Non-Interest Bearing
 Deposits                 9,268                     7,500 
Total Cost of Funds                         4.43%                     4.35%
Shareholders' Equity      5,932                     5,487 
Unrealized Gain (Loss)
 on Securities Available
 for Sale                   (88)                      (68)
Total Liabilities &
 Shareholders' Equity   $72,377                   $56,915 

Net Interest Yield                          3.75%                     3.77%

Net Interest Margin                         4.58%                     4.62%

<PAGE>
                                 SCHEDULE II
                            RATE/VOLUME ANALYSIS
                               (IN THOUSANDS)






                                1996/1995                 1995/1994        
                         Increase (Decrease) due   Increase (Decrease) due
                               to change in:             to change in:    
                         Average Average          Average  Average
                         Balance  Rate    Total   Balance   Rate    Total 
INTEREST REVENUE

Federal Funds Sold       $   65    $(14) $   51      $111   $  22   $  133
Securities Available
 for Sale                   218     (24)    194        56      37       93
Loans, Including Fees     1,019      99   1,118       599     231      830
Total Interest Revenue    1,303      60   1,363       766     290    1,056

INTEREST EXPENSE

Interest Bearing 
 Deposits                   673      27     700       408     396      804
Other Short-Term 
 Borrowings                 -0-     -0-     -0-         1       2        3
Federal Funds Purchased     -0-      (5)     (5)        5     -0-        5
Total Interest Expense      673      22     695       414     398      812

Net Change in Net
 Interest Revenue        $  630    $(38) $  668      $352   $(108)  $  244


<PAGE>
                                SCHEDULE III
                          INTEREST RATE SENSITIVITY
                               (IN THOUSANDS)

                                      December 31, 1996                   
                      0-3      4 MO.     1 YR.            FLOATING        
                    MONTHS  TO 1 YR.  TO 5 YR.  > 5 YR.   > 1 YR.   TOTAL 
ASSETS
Federal Funds Sold $  1,430 $    -0-   $   -0-  $   -0-  $    -0-  $ 1,430
Investments             461      266     5,229    5,110       -0-   11,066
Loans:
 Fixed Rate           4,041    6,774    29,741      143       -0-   40,699
 Floating Rate       16,767      -0-      -0-       -0-       -0-   16,767
Non-Interest Earning
 Assets, Unearned
 Assets & Loan Loss
 Reserve                -0-      -0-       -0-      -0-     4,885    4,885

Total Assets       $22,699  $  7,040   $34,970  $ 5,253  $  4,885  $74,847

LIABILITIES AND SHAREHOLDERS EQUITY
Interest-Bearing 
 Deposits          $23,704   $26,172   $ 8,499  $   -0-  $    -0-  $58,375
Non-Interest 
 Bearing Deposits      -0-       -0-       -0-      -0-     9,499    9,499
FHLB Advances          -0-       -0-       -0-       45       -0-       45
Non-Interest Bearing
 Liabilities and
 Shareholders' 
 Equity                -0-       -0-       -0-      -0-     6,928    6,928

Total Liabilities
 & Shareholders
 Equity            $23,704  $ 26,172   $ 8,499  $    45  $ 16,427  $74,847

Interest Rate
 Sensitivity Gap   $(1,005) $(19,132)  $26,471  $ 5,208  $(11,542) $   -0-

Cumulative Interest
 Rate Sensitivity
 Gap               $(1,005) $(20,137)  $ 6,334  $11,542  $    -0-  $   -0-

<PAGE>
                                 SCHEDULE IV
                               LOAN MATURITIES
                               (IN THOUSANDS)

                                      December 31, 1996                   
                      0-3      4 MO.     1 YR.           FLOATING         
                    MONTHS  TO 1 YR.  TO 5 YR.  > 5 YR.  > 1 YR.    TOTAL 
LOAN CATEGORY:

Real Estate -
 Commercial         $10,341    $   49  $ 5,355     $-0-      $-0-  $15,745
Real Estate -
 Construction &            
 Land Development     6,344     1,170      267      -0-       -0-    7,781
Real Estate - 
 Residential          1,170     2,173   13,376       97       -0-   16,816
Commercial &
 Industrial           2,376       658    2,420       46       -0-    5,500
Installment Loans -
 Consumer & Other       577     2,724    8,323      -0-       -0-   11,624
Total               $20,808    $6,774  $29,741     $143      $-0-  $57,466
<PAGE>
                                 SCHEDULE V
                            NONPERFORMING ASSETS
                               (IN THOUSANDS)



                                                        December 31,    
                                                     1996          1995 
Non-Accrual Loan                                       -0-          $-0-
Loans Past Due > 90 Days                                 4            13
Restructured Loans                                     -0-           -0-

Total Non-Performing Assets                           $  4          $ 13


                                 SCHEDULE VI
                        ANALYSIS OF LOAN LOSS RESERVE
                               (IN THOUSANDS)



                                                        December 31,    
                                                     1996          1995 
Balance at Beginning of Period                        $434          $369

Charge-Offs:
Commercial, Financial & Agricultural                     8            11
Real Estate - Construction                               5           -0-
Real Estate - Mortgages                                -0-           -0-
Installment - Consumer                                 109            72
Other                                                  -0-           -0-

Total Charge-Offs                                      122            83

Recoveries:
Commercial, Financial & Agricultural                    13             1
Real Estate - Construction                             -0-           -0-
Real Estate - Mortgages                                -0-           -0-
Installment - Consumer                                  26            32
Other                                                  -0-           -0-

Total Recoveries                                        39            33

Net Charge-Offs                                         83            50

Provision for Loan Losses                              212           115

Balance at the End of the Period                      $563          $434

Ratio of Net Charge-Offs to
 Average Loans Outstanding                           0.16%        0.012%


<PAGE>
                                SCHEDULE VII
                       ALLOCATION OF LOAN LOSS RESERVE
                               (IN THOUSANDS)



                                               December 31,             
                                     1996  % of Total   1995  % of Total
Commercial, Financial & 
 Agricultural                        $ 64      11%      $ 39       9%   
Real Estate - Construction             78      14%        61      14%   
Real Estate - Mortgages               169      30%       188      43%   
Installment - Consumer                108      19%        79      18%   
Other                                 -0-       0%       -0-       0%   
Unallocated                           144      26%        67      15%   
                                     $563     100%      $434     100%   



                                SCHEDULE VIII
                          RETURN ON ASSETS & EQUITY
                               (IN THOUSANDS)





                                                       1996        1995 
Return on Average Assets                               1.05%       0.88%

Return on Average Equity                              13.05%       9.23%

Dividend Payout Ratio                                  0.00%       0.00%

Average Equity to Average Assets                       8.07%       9.52%

<PAGE>
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
36 and 37 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 38 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 36 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 38 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, 1996

Cash                                                             $ 2,764
Federal Funds Sold                                                 1,430
Investments Available for Sale                                    11,066
Loans, Net of Unearned Fees and Interest                          56,102
Allowance for Losses                                                 563
Total Assets                                                      74,847
Deposits                                                          67,874
Short-Term Borrowings                                                 45
Other Liabilities                                                    609
Common Stock                                                       2,334
Other Stockholders' Equity                                         3,985
Total Liabilities & Stockholders' Equity                          74,847
Interest on Loans                                                  5,063
Interest on Investments                                              729
Other Interest Income                                                231
Total Interest Income                                              6,023
Interest on Deposits                                               2,923
Total Interest Expense                                             2,927
Net Interest Income                                                3,096
Provision for Loan Losses                                            212
Securities Gain/Loss                                                 -0-
Noninterest Expense                                                2,256
Income Before Tax                                                  1,206
Net Income                                                           763
Earnings Per Share                                                  1.65
Net Interest Yield - EA                                            3.75%
Loans - Non Accrual                                                  -0-
Loans Past Due > 90 Days                                               4
Troubled Debt Restructuring                                            0
Potential Problem Loans                                                0
Allowance - Beginning                                                434
Total Charge-Offs                                                    122
Total Recoveries                                                      39
Allowance - End of Period                                            563
Loan Loss - Domestic                                                 419
Loan Loss - Foreign                                                  -0-
Loan Loss - Unallocated                                              144

      (b)   Exhibit 99 - Proxy Statement 

                       FIRST CENTRAL BANCSHARES, INC.
                               PROXY STATEMENT

               ANNUAL MEETING OF SHAREHOLDERS, APRIL 17, 1997

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

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

                             Annual Compensation

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

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

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

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

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

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

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

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

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

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



                                    BY THE ORDER OF THE BOARD OF DIRECTORS



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

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

<PAGE>
                                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:  _______    By: ____________________________________________________
                      Ed. F. Bell Chairman, President and Chief 
                       Executive Officer


Date:  _______    By: ____________________________________________________
                      Willard D. Price Executive Vice President and 
                      Chief Financial Officer


<PAGE>
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:___________________                 Date:___________________



___________________________________      ____________________________________
Daniel W. Cooper, 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:___________________